Registration No. 333-35211
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 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:
FT 217
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title and Amount of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Proposed Maximum Aggregate Offering Price to the Public of
the Securities Being Registered: Indefinite
G. Amount of Filing Fee: $0.00
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on October 15, 1997 at 2:00 p.m. pursuant to Rule
487.
________________________________
FT 217
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
Form N-8B-2 Item Number Form S-6 Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each depositor Information as to
Sponsor, Trustee and
Evaluator
3. Name and address of trustee Information as to
Sponsor, Trustee and
Evaluator
4. Name and address of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
5. State of organization of trust The FT Series
6. Execution and termination of Other Information
trust agreement
7. Changes of name *
8. Fiscal year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Public Offering
securities
(b) Cumulative or distributive The FT Series
securities
(c) Redemption Rights of Unitholders
(d) Conversion, transfer, etc. Rights of Unitholders
(e) Periodic payment plan *
(f) Voting rights Rights of Unitholders
(g) Notice of certificateholders Other Information
(h) Consents required Rights of Unitholders;
Other Information
(i) Other provisions The FT Series
11. Types of securities comprising The FT Series
units Schedule of
Investments
12. Certain information regarding
periodic payment certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The FT
Series
(b) Certain information regarding
periodic payment certificates *
(c) Certain percentages Summary of Essential
Information; The FT
Series; Public
Offering
(d) Certain other fees, etc.
payable by holders Rights of Units
Holders
(e) Certain profits receivable
by depositor, principal,
underwriters, trustee or The FT Series
affiliated persons
(f) Ratio of annual charges *
to income
14. Issuance of trust's securities Rights of Unit Holders
15. Receipt and handling of payments
from purchasers *
16. Acquisition and disposition of
underlying securities The FT Series; Rights
of Unit Holders;
17. Withdrawal or redemption The FT Series; Public
Offering; Rights of
Unit Holders
18. (a) Receipt, custody and Rights of Unit Holders
disposition of income
(b) Reinvestment of distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and reports Rights of Unit Holders
20. Certain miscellaneous provisions
of trust agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal Information as
and successor to Sponsor, Trustee
and Evaluator
(e) and (f) Depositor, removal Information as
and successor to Sponsor, Trustee
and Evaluator
21. Loans to security holders *
22. Limitations on liability The FT Series;
Information as to
Sponsor, Trustee
and Evaluator
23. Bonding arrangements Contents of
Registration
Statement
24. Other material provisions *
of trust agreement
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to
officials and affiliated *
persons of depositor
29. Voting securities of depositor *
30. Persons controlling depositor *
31. Payment by depositor for certain
services rendered to trust *
32. Payment by depositor for certain
other services rendered to trust *
33. Remuneration of employees of
depositor for certain services
rendered to trust *
34. Remuneration of other persons
for certain services rendered *
to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's Public Offering
securities by states
36. Suspension of sales of trust's
securities *
37. Revocation of authority to *
distribute
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as
underwriters to Sponsor, Trustee
and Evaluator
(b) N.A.S.D. membership of
principal underwriters Information as to
Sponsor, Trustee and
Evaluator
40. Certain fees received by See Items 13(a) and
principal underwriters 13(e)
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal *
underwriters
42. Ownership of trust's securities
by certain persons *
43. Certain brokerage commissions
received by principal *
underwriters
44. (a) Method of valuation Summary of Essential
Information; The FT
Series, Public
Offering
(b) Schedule as to offering *
price
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption rights *
46. (a) Redemption valuation Rights of Unit Holders
(b) Schedule as to redemption *
price
47. Maintenance of position in Public Offering;
underlying securities Rights
of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of Information as
trustee to Sponsor, Trustee
and Evaluator
49. Fees and expenses of trustee The FT Series
50. Trustee's lien The FT Series
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OF
SECURITIES
51. Insurance of holders of
trust's securities *
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust The FT Series;
agreement with respect to Rights of Unit Holders
selection or elimination of
underlying securities
(b) Transactions involving
elimination of underlying *
securities
(c) Policy regarding substitution The FT Series;
or elimination of underlying Rights of Unit Holders
securities
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust The FT Series
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during *
last ten years
55.
56.
57. Certain information regarding
periodic payment certificates *
58.
59. Financial statements Report of Independent
(Instruction 1(c) to Form S-6) Auditors
Statement of Net
Assets
* Inapplicable, answer negative or not required.
First Trust (registered trademark)
Blue Chip International Growth Trust Series
Energy Growth Trust, Series 3
Internet Growth Trust, Series 3
Investment Services Growth Trust, Series 2
Retail Growth Trust, Series 2
Small-Cap Growth Trust, Series 2
The Trusts. FT 217 consists of the underlying separate unit investment
trusts set forth above. The various trusts are sometimes collectively
referred to herein as the "Trusts" and individually as a "Trust."
The objective of each Trust is to provide for potential capital
appreciation by investing the Trust's portfolio in common stocks (the
"Equity Securities") of companies in the respective industries
represented by each Trust. See "Schedule of Investments" for each Trust.
Each Trust has a mandatory termination date ("Mandatory Termination
Date" or "Trust Ending Date") as set forth under "Summary of Essential
Information" for each Trust. There is, of course, no guarantee that the
objective of the Trusts will be achieved.
Each Unit of a Trust represents an undivided fractional interest in all
the Equity Securities deposited in such Trust. The Equity Securities
deposited in each Trust's portfolio have no fixed maturity date and the
value of these underlying Equity Securities will fluctuate with changes
in the values of stocks in general. See "Portfolio."
The Sponsor may, from time to time during a period of up to
approximately 360 days after the Initial Date of Deposit, deposit
additional Equity Securities in the Trusts or cash (including a letter
of credit) with instructions to purchase additional Equity Securities in
the Trusts. Such deposits of additional Equity Securities will be done
in such a manner that the original proportionate relationship amongst
the individual issues of the Equity Securities in each Trust shall be
maintained. Any deposit by the Sponsor of additional Equity Securities,
or the purchase of additional Equity Securities pursuant to a cash
deposit, will duplicate, as nearly as is practicable, the original
proportionate relationship established on the Initial Date of Deposit,
and not the actual proportionate relationship on the subsequent date of
deposit, since the two may differ. Any such difference may be due to the
sale, redemption or liquidation of any Equity Securities deposited in
the Trusts on the Initial, or any subsequent, Date of Deposit. See "What
is the FT Series?" and "How May Equity Securities be Removed from a
Trust?"
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Nike Securities L.P.
Sponsor of First Trust (registered trademark)
1-800-621-9533
The date of this Prospectus is October 15, 1997
Page 1
Public Offering Price. The Public Offering Price per Unit of each Trust
during the initial offering period is equal to the aggregate underlying
value of the Equity Securities in such Trust (generally determined by
the closing sale prices of listed Equity Securities and the ask prices
of over-the-counter traded Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of such
Trust, plus an initial sales charge equal to the difference between the
maximum sales charge of 4.5% of the Public Offering Price and the
maximum remaining deferred sales charge, initially $.35 per Unit.
Commencing on May 29, 1998, and on the last business day of each month
thereafter, through September 30, 1998, a deferred sales charge of $.07
will be assessed per Unit per month. Units purchased subsequent to the
initial deferred sales charge payment but still during the initial
offering period will be subject to the initial sales charge and the
remaining deferred sales charge payments not yet collected. The deferred
sales charge will be paid from funds in the Income and/or Capital
Accounts, if sufficient, or from the periodic sale of Equity Securities.
The sales charge of a Trust is reduced on a graduated scale for sales
involving at least $50,000. The total maximum sales charge assessed to
Unit holders on a per Unit basis will be 4.5% of the Public Offering
Price (equivalent to 4.545% of the net amount invested, exclusive of the
deferred sales charge), subject to a reduction beginning October 31,
1998. A pro rata share of accumulated dividends, if any, in the Income
Account of a Trust is included in the Public Offering Price. The minimum
amount which an investor may purchase of a Trust is $1,000. Upon
completion of the deferred sales charge period, the secondary market
Public Offering Price per Unit for a Trust will not include deferred
payments, but will instead include only a one-time initial sales charge
of 4.5% of the Public Offering Price (equivalent to 4.712% of the net
amount invested), which will be reduced by 1/2 of 1% on each October 31,
commencing October 31, 1998 to a minimum sales charge of 3.0%. See "How
is the Public Offering Price Determined?"
UNITS OF THE TRUSTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY BANK, AND UNITS ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND INVOLVE INVESTMENT RISK
INCLUDING LOSS OF PRINCIPAL.
Dividend and Capital Distributions. Distributions of dividends and
capital, if any, received by a Trust, net of expenses of such Trust,
will be paid on the Distribution Date to Unit holders of record on the
Record Date as set forth in the "Summary of Essential Information" for
each Trust. Distributions of funds in the Capital Account, if any, will
be made at least annually in December of each year. Any distribution of
income and/or capital will be net of the expenses of the respective
Trust. See "What is the Federal Tax Status of Unit Holders?"
Additionally, upon termination of the Trusts, the Trustee will
distribute, upon surrender of Units for redemption, to each Unit holder
his pro rata share of a Trust's assets, less expenses, in the manner set
forth under "Rights of Unit Holders-How are Income and Capital
Distributed?"
Secondary Market for Units. After the initial offering period, while
under no obligation to do so, the Sponsor intends to maintain a market
for Units of the Trusts and offer to repurchase such Units at prices
which are based on the aggregate underlying value of Equity Securities
in such Trusts (generally determined by the closing sale prices of
listed Equity Securities and the bid prices of over-the-counter traded
Equity Securities) plus or minus cash, if any, in the Capital and Income
Accounts of such Trusts. If a secondary market is maintained during the
initial offering period, the prices at which Units will be repurchased
will also be based upon the aggregate underlying value of the Equity
Securities in the Trusts (generally determined by the closing sale
prices of listed Equity Securities and the ask prices of over-the-
counter traded Equity Securities) plus or minus cash, if any, in the
Capital and Income Accounts of such Trusts. If a secondary market is not
maintained, a Unit holder may redeem Units through redemption at prices
based upon the aggregate underlying value of the Equity Securities in a
Trust (generally determined by the closing sale prices of listed Equity
Securities and either the ask prices (during the initial offering
period) or the bid prices (subsequent to the initial offering period) of
over-the-counter traded Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of a Trust. A
Unit holder tendering 2,500 Units or more of a Trust for redemption may
request a distribution of shares of Equity Securities (reduced by
customary transfer and registration charges) in lieu of payment in cash.
See "How May Units be Redeemed?" Any deferred sales charge remaining on
Units at the time of their sale or redemption will be collected at that
time. See "How May Units be Redeemed?"
Termination. Commencing no later than the Mandatory Termination Date,
Equity Securities will begin to be sold in connection with the
Page 2
termination of the Trusts. The Sponsor will determine the manner, timing
and execution of the sale of the Equity Securities. Written notice of
any termination of a Trust specifying the time or times at which Unit
holders may surrender their certificates for cancellation shall be given
by the Trustee to each Unit holder at his address appearing on the
registration books of such Trust maintained by the Trustee. At least 60
days prior to the Mandatory Termination Date of each Trust, the Trustee
will provide written notice thereof to all Unit holders and will include
with such notice a form to enable Unit holders to elect a distribution
of shares of Equity Securities (reduced by customary transfer and
registration charges) if such Unit holder owns at least 2,500 Units of a
Trust, rather than to receive payment in cash for such Unit holder's pro
rata share of the amounts realized upon the disposition by the Trustee
of Equity Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least ten business days
prior to the Mandatory Termination Date of a Trust. Unit holders not
electing a distribution of shares of Equity Securities will receive a
cash distribution within a reasonable time after a Trust is terminated.
See "Rights of Unit Holders-How are Income and Capital Distributed?"
Risk Factors. An investment in a Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the possible deterioration of either the financial condition of
the issuers of the Equity Securities or the general condition of the
stock market, changes in interest rates and economic recession.
Volatility in the market price of the Equity Securities in a Trust also
changes the value of the Units of the Trusts. Unit holders tendering
Units for redemption during periods of market volatility may receive
redemption proceeds which are more or less than they paid for the Units.
The Trusts' portfolios are not managed and Equity Securities will not be
sold by the Trusts regardless of market fluctuations, although certain
Equity Securities may be sold under certain limited circumstances. For
further information concerning these risk factors as well as a
discussion of additional risks specific to each Trust, see "What are
Equity Securities?-Risk Factors."
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-October 15, 1997
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Blue Chip Energy Internet
International Growth Growth
Growth Trust Trust Trust
Series Series 3 Series 3
_____________ ________ ________
<S> <C> <C> <C>
General Information
Initial Number of Units (1) 15,000 15,138 15,076
Fractional Undivided Interest in the Trust per Unit (1) 1/15,000 1/15,138 1/15,076
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities in Portfolio (2) $ 148,503 $ 149,865 $ 149,250
Aggregate Offering Price Evaluation of Equity Securities per Unit $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.5% of the Public Offering Price
per Unit (4.545% of the net amount invested, exclusive
of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (3) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less deferred sales charge) (4) $ 9.550 $ 9.550 $ 9.550
CUSIP Number 30264M 323 30264M 315 30264M 331
Trustee's Annual Fee per Unit outstanding $ .0096 $ .0096 $ .0096
Evaluator's Annual Fee per Unit outstanding (5) $ .0030 $ .0030 $ .0030
Maximum Supervisory Fee per Unit outstanding (6) $ .0035 $ .0035 $ .0035
Estimated Annual Amortization of Organizational and
Offering Costs per Unit outstanding (7) $ .0045 $ .0045 $ .0045
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date October 20, 1997
Mandatory Termination Date October 15, 2002
Discretionary Liquidation Amount A Trust may be terminated if the value thereof is less than the lower of
$2,000,000 or 20% of the total value of Equity Securities deposited in such
Trust during the initial offering period.
Income Distribution Record Date Fifteenth day of each June and December commencing December 15, 1997.
Income Distribution Date (8) Last day of each June and December commencing December 31, 1997.
_____________
<FN>
(1) As of the close of business on the Initial Date of Deposit, the
number of Units of a Trust may be adjusted so that the Public Offering
Price per Unit will equal approximately $10.00. Therefore, to the extent
of any such adjustment, the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.
(2) Each listed Equity Security is valued at the last closing sale price,
or if no such price exists or if the Equity Security is not so listed,
at the closing ask price thereof.
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. The initial sales charge applies to all Units and
represents an amount equal to the difference between the maximum sales
charge for a Trust of 4.5% of the Public Offering Price and the amount
of the maximum remaining deferred sales charge (initially $.350 per
Unit). Subsequent to the Initial Date of Deposit, the amount of the
initial sales charge will vary with changes in the aggregate underlying
value of the Equity Securities underlying the respective Trust. In
addition to the initial sales charge, Unit holders will pay a deferred
sales charge of $.07 per Unit per month commencing May 29, 1998 and on
the last business day of each month thereafter through September 30,
1998. During the initial offering period, Units purchased subsequent to
the initial deferred sales charge payment will be subject to the initial
sales charge and the remaining deferred sales charge payments not yet
collected. These deferred sales charge payments will be paid from funds
in the Income and/or Capital Accounts, if sufficient, or from the
periodic sale of Equity Securities. See "Fee Table" and "Public
Offering" for additional information. Commencing on October 1, 1998, the
secondary market sales charge will not include the deferred sales charge
payments but will instead include only a one-time initial sales charge
of 4.5% of the Public Offering Price and will decrease by 1/2 of 1% on
each subsequent October 31, commencing October 31, 1998 to a minimum
sales charge of 3.0% as described under "Public Offering." On the
Initial Date of Deposit there will be no accumulated dividends in the
Income Account. Anyone ordering Units after such date will pay a pro
rata share of any accumulated dividends in such Income Account. The
Public Offering Price as shown reflects the value of the Equity
Securities at the opening of business on the Initial Date of Deposit and
establishes the original proportionate relationship amongst the
individual securities. No sales to investors will be executed at this
price. Additional Equity Securities will be deposited during the day of
the Initial Date of Deposit which will be valued as of 4:00 p.m. Eastern
time and sold to investors at a Public Offering Price per Unit based on
this valuation.
(4) See "How May Units be Redeemed?"
(5) The Evaluator's Fee is payable to an affiliate of the Sponsor.
Evaluations for purposes of sale, purchase or redemption of Units are
made as of the close of trading (generally 4:00 p.m. Eastern time) on
the New York Stock Exchange on each day on which it is open.
(6) The Supervisory Fee is payable to an affiliate of the Sponsor. In
addition, the Sponsor may be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $.0028 per
Unit per Trust.
(7) Each Trust (and therefore Unit holders) will bear all or a portion of
its organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and
states, the initial audit of the Trust portfolio, legal fees and the
initial fees and expenses of the Trustee but not including the expenses
incurred in the printing of preliminary and final prospectuses, and
expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for
mutual funds. Total organizational and offering expenses will be charged
off over a period not to exceed the life of the Trusts (approximately
five years). See "What are the Expenses and Charges?" and "Statements of
Net Assets." Historically, the sponsors of unit investment trusts have
paid all the costs of establishing such trusts.
(8) Distributions from the Capital Account will be made monthly payable
on the last day of the month to Unit holders of record on the fifteenth
day of such month if the amount available for distribution equals at
least $1.00 per 100 Units. Notwithstanding, distributions of funds in
the Capital Account, if any, will be made in December of each year.
</FN>
</TABLE>
Page 4
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-October 15, 1997
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Investment Retail Small-Cap
Services Growth Growth
Growth Trust Trust Trust
Series 2 Series 2 Series 2
____________ ________ _________
<S> <C> <C> <C>
General Information
Initial Number of Units (1) 15,089 15,026 15,044
Fractional Undivided Interest in the Trust per Unit (1) 1/15,089 1/15,026 1/15,044
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities in Portfolio (2) $ 149,383 $ 148,760 $ 148,940
Aggregate Offering Price Evaluation of Equity Securities per Unit $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.5% of the Public Offering Price
per Unit (4.545% of the net amount invested, exclusive
of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (3) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less deferred sales charge) (4) $ 9.550 $ 9.550 $ 9.550
CUSIP Number 30264M 364 30264M 349 30264M 356
Trustee's Annual Fee per Unit outstanding $ .0096 $ .0096 $ .0096
Evaluator's Annual Fee per Unit outstanding (5) $ .0030 $ .0030 $ .0030
Maximum Supervisory Fee per Unit outstanding (6) $ .0035 $ .0035 $ .0035
Estimated Annual Amortization of Organizational and
Offering Costs per Unit outstanding (7) $ .0045 $ .0045 $ .0045
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date October 20, 1997
Mandatory Termination Date October 15, 2002
Discretionary Liquidation Amount A Trust may be terminated if the value thereof is less than the lower of
$2,000,000 or 20% of the total value of Equity Securities deposited in such
Trust during the initial offering period.
Income Distribution Record Date Fifteenth day of each June and December commencing December 15, 1997.
Income Distribution Date (8) Last day of each June and December commencing December 31, 1997.
______________
<FN>
(1) As of the close of business on the Initial Date of Deposit, the
number of Units of a Trust may be adjusted so that the Public Offering
Price per Unit will equal approximately $10.00. Therefore, to the extent
of any such adjustment, the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.
(2) Each listed Equity Security is valued at the last closing sale price,
or if no such price exists or if the Equity Security is not so listed,
at the closing ask price thereof.
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. The initial sales charge applies to all Units and
represents an amount equal to the difference between the maximum sales
charge for a Trust of 4.5% of the Public Offering Price and the amount
of the maximum remaining deferred sales charge (initially $.350 per
Unit). Subsequent to the Initial Date of Deposit, the amount of the
initial sales charge will vary with changes in the aggregate underlying
value of the Equity Securities underlying the respective Trust. In
addition to the initial sales charge, Unit holders will pay a deferred
sales charge of $.07 per Unit per month commencing May 29, 1998 and on
the last business day of each month thereafter through September 30,
1998. During the initial offering period, Units purchased subsequent to
the initial deferred sales charge payment will be subject to the initial
sales charge and the remaining deferred sales charge payments not yet
collected. These deferred sales charge payments will be paid from funds
in the Income and/or Capital Accounts, if sufficient, or from the
periodic sale of Equity Securities. See "Fee Table" and "Public
Offering" for additional information. Commencing on October 1, 1998, the
secondary market sales charge will not include the deferred sales charge
payments but will instead include only a one-time initial sales charge
of 4.5% of the Public Offering Price and will decrease by 1/2 of 1% on
each subsequent October 31, commencing October 31, 1998 to a minimum
sales charge of 3.0% as described under "Public Offering." On the
Initial Date of Deposit there will be no accumulated dividends in the
Income Account. Anyone ordering Units after such date will pay a pro
rata share of any accumulated dividends in such Income Account. The
Public Offering Price as shown reflects the value of the Equity
Securities at the opening of business on the Initial Date of Deposit and
establishes the original proportionate relationship amongst the
individual securities. No sales to investors will be executed at this
price. Additional Equity Securities will be deposited during the day of
the Initial Date of Deposit which will be valued as of 4:00 p.m. Eastern
time and sold to investors at a Public Offering Price per Unit based on
this valuation.
(4) See "How May Units be Redeemed?"
(5) The Evaluator's Fee is payable to an affiliate of the Sponsor.
Evaluations for purposes of sale, purchase or redemption of Units are
made as of the close of trading (generally 4:00 p.m. Eastern time) on
the New York Stock Exchange on each day on which it is open.
(6) The Supervisory Fee is payable to an affiliate of the Sponsor. In
addition, the Sponsor may be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $.0028 per
Unit per Trust.
(7) Each Trust (and therefore Unit holders) will bear all or a portion of
its organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and
states, the initial audit of the Trust portfolio, legal fees and the
initial fees and expenses of the Trustee but not including the expenses
incurred in the printing of preliminary and final prospectuses, and
expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for
mutual funds. Total organizational and offering expenses will be charged
off over a period not to exceed the life of the Trusts (approximately
five years). See "What are the Expenses and Charges?" and "Statements of
Net Assets." Historically, the sponsors of unit investment trusts have
paid all the costs of establishing such trusts.
(8) Distributions from the Capital Account will be made monthly payable
on the last day of the month to Unit holders of record on the fifteenth
day of such month if the amount available for distribution equals at
least $1.00 per 100 Units. Notwithstanding, distributions of funds in
the Capital Account, if any, will be made in December of each year.
</FN>
</TABLE>
Page 5
FEE TABLES
These Fee Tables are intended to help you to understand the costs and
expenses that you will bear directly or indirectly. See "Public
Offering" and "What are the Expenses and Charges?" Although the Trusts
have a term of approximately five years and are unit investment trusts
rather than mutual funds, this information is presented to permit a
comparison of fees.
<TABLE>
<CAPTION>
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ _______
4.50% $ .450
======== =======
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ _______
Total .294% $.0288
======== =======
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Blue Chip International Growth Trust Series has an estimated
operating expense ratio of .294% and a 5% annual return on the investment
throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
ENERGY GROWTH TRUST, SERIES 3
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ______
4.50% $ .450
======== ======
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ______
Total .294% $.0288
======== ======
</TABLE>
Page 6
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Energy Growth Trust, Series 3 has an estimated operating
expense ratio of .294% and a 5% annual return on the investment throughout
the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
INTERNET GROWTH TRUST, SERIES 3
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ______
4.50% $ .450
======== ======
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ______
Total .294% $.0288
======== ======
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Internet Growth Trust, Series 3 has an estimated operating
expense ratio of .294% and a 5% annual return on the investment throughout
the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ______
4.50% $ .450
======== ======
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ______
Total .294% $.0288
======== ======
</TABLE>
Page 7
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Investment Services Growth Trust, Series 2 has an estimated
operating expense ratio of .294% and a 5% annual return on the investment
throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
RETAIL GROWTH TRUST, SERIES 2
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ______
4.50% $ .450
======== ======
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ______
Total .294% $.0288
======== ======
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Retail Growth Trust, Series 2 has an estimated operating
expense ratio of .294% and a 5% annual return on the investment throughout
the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
SMALL-CAP GROWTH TRUST, SERIES 2
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ _______
4.50% $ .450
======== ======
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ______
Total .294% $.0288
======== ======
</TABLE>
Page 8
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Small-Cap Growth Trust, Series 2 has an estimated operating
expense ratio of .294% and a 5% annual return on the investment throughout
the periods $ 48 $ 54 $ 61
______________
<FN>
(a) The Initial Sales Charge is actually the difference between the
maximum total sales charge of 4.5% and the maximum remaining deferred
sales charge (initially $.35 per Unit) and would exceed 1.0% if the
Public Offering Price exceeds $10.00 per Unit.
(b) The actual fee is $.07 per month per Unit, irrespective of purchase
or redemption price deducted monthly commencing May 29, 1998 through
September 30, 1998. If a Unit holder sells or redeems Units before all
of these deductions have been made, the balance of the deferred sales
charge payments remaining will be deducted from the sales or redemption
proceeds. If the Unit price exceeds $10.00 per Unit, the deferred sales
charge will be less than 3.5%. Units purchased subsequent to the initial
deferred sales charge payment will also be subject to the remaining
deferred sales charge payments.
</FN>
</TABLE>
The examples assume reinvestment of all dividends and distributions and
utilize a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. For purposes
of the examples, the deferred sales charge imposed on reinvestment of
dividends is not reflected until the year following payment of the
dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment. The
examples should not be considered a representation of past or future
expenses or annual rate of return; the actual expenses and annual rate
of return may be more or less than those assumed for purposes of the
examples.
Page 9
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
ENERGY GROWTH TRUST, SERIES 3
INTERNET GROWTH TRUST, SERIES 3
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
RETAIL GROWTH TRUST, SERIES 2
SMALL-CAP GROWTH TRUST, SERIES 2
FT 217
What is the FT Series?
FT 217 is one of a series of investment companies created by the Sponsor
under the name of the FT Series, all of which are generally similar, but
each of which is separate and is designated by a different series
number. The FT Series was previously known as The First Trust Special
Situations Trust Series. This Series consists of the underlying separate
unit investment trusts set forth above. The Trusts were created under
the laws of the State of New York pursuant to a Trust Agreement (the
"Indenture"), dated the Initial Date of Deposit, with Nike Securities
L.P. as Sponsor, The Chase Manhattan Bank as Trustee, and First Trust
Advisors L.P. as Portfolio Supervisor and Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee
confirmations of contracts for the purchase of common stocks (the
"Equity Securities"), together with an irrevocable letter or letters of
credit of a financial institution in an amount at least equal to the
purchase price of such securities. In exchange for the deposit of
securities or contracts to purchase securities in the Trusts, the
Trustee delivered to the Sponsor documents evidencing the entire
ownership of the Trusts.
Blue Chip International Growth Trust Series
The objective of the Blue Chip International Growth Trust Series (the
"International Growth Trust") is to provide for potential capital
appreciation through an investment in a diversified portfolio of foreign
companies which the Sponsor believes will significantly expand an
investor's choices and opportunity to participate in the long-term
growth potential of foreign companies. See "What are the Equity
Securities?" Of the 100 largest companies in the world, 46% are
headquartered outside the United States. Furthermore, a number of
foreign economies are growing at a faster rate than the United States.
The portfolio of the International Growth Trust is diversified across
many industry sectors and countries. Diversifying a portfolio helps to
offset the risks normally associated with equity investments, however,
an investment in foreign securities should be made with an understanding
of the additional risks involved, such as foreign currency fluctuations,
foreign political risk, the lack of adequate financial information in
some cases and exchange control restrictions impacting foreign issuers.
In addition to providing access to expanding markets and companies,
international investing can add a measure of diversification to an
investor's portfolio. The portfolio for the Trust has been chosen using
database screening techniques, fundamental analysis and the judgment of
the research analysts at Nike Securities L.P.
In general, the Sponsor believes the Trust will provide the investor
access to expanding markets across the globe; diversification across
several developed countries; and diversification across several
industries, resulting in a portfolio of well capitalized, attractively
priced, global blue chip companies. Although risk cannot be entirely
eliminated from an investment in foreign equity securities, it can be
reduced by diversifying the Trust's portfolio across many industry
sectors and countries. While the companies selected for the Trust are
chosen for their potential to provide above average returns, there is no
assurance that the Trust's objectives will be met. See "Schedule of
Investments" and "What are Equity Securities?-Risk Factors" for the
International Growth Trust.
Energy Growth Trust, Series 3
The objective of the Energy Growth Trust, Series 3 (the "Energy Growth
Trust") is to provide investors with the potential for above-average
capital appreciation through an investment in a diversified portfolio of
Page 10
common stocks of energy companies which the Sponsor believes are
positioned to take advantage of the world's increasing demand for
energy. The Energy Growth Trust's portfolio is diversified across many
energy sectors, including integrated oil, oilfield services, oil and gas
exploration and production, oil and gas drilling, and oil refining and
marketing. The companies selected for the Energy Growth Trust have been
researched and evaluated using database screening techniques,
fundamental analysis and the judgment of the Sponsor's research experts.
To help reduce risk, the Energy Growth Trust avoids small companies,
newly-issued stocks and stocks with little or no earnings. In general,
the Sponsor believes the companies selected for the Energy Growth Trust
have above-average growth prospects for both sales and earnings and
lower-than-average levels of debt.
Worldwide demand for energy continues to increase daily, driven
primarily by the rapid developments in newly-industrialized countries in
Asia, Eastern Europe and Latin America. Energy prices are expected to
rise by decade's end because current energy supplies are being drained
by the world's demands for energy. Industry overcapacity and declining
energy prices in the 1980s forced energy companies to become more
competitive under difficult conditions. Energy companies have greatly
improved their operating efficiencies through cost cutting,
consolidation and new technologies as discussed below:
- - Cost-cutting has occurred through sizable workforce reductions and
the use of technology to lower overhead and production costs.
- - Consolidation and the divestiture of non-core assets has reduced
industry capacity and allowed companies to focus on their core
operations.
- - New technologies are expected to lead to the discovery of
additional energy reserves and lower the cost of developing these
reserves. Given these measures, energy companies are positioned for
significantly improved profitability when energy prices increase, as
analysts expect.
See "Schedule of Investments" and "What are Equity Securities?-Risk
Factors" for the Energy Growth Trust. There is, however, no assurance
that the objective of the Energy Growth Trust will be achieved.
Internet Growth Trust, Series 3
The objective of the Internet Growth Trust, Series 3 (the "Internet
Growth Trust") is to provide for potential capital appreciation through
an investment in equity securities issued by companies that, in the
opinion of the Sponsor, are best positioned to take advantage of the
rapid growth of the Internet. See "What are Equity Securities?" There
is, of course, no guarantee that the objectives of the Trust will be
achieved. The portfolio of the Internet Growth Trust is diversified
across many related sectors: access/information providers,
communications equipment, computer networking, computers, semiconductors
and software. Diversifying a portfolio helps to offset the risks
normally associated with equity investments, although risk cannot be
entirely eliminated. This type of diversification provides a convenient,
efficient way for the investor to own stocks in a number of companies
without considerable time and capital commitments.
In the Sponsor's opinion, the growing numbers of users and web sites
along with expanding capabilities make the Internet Growth Trust an
attractive investment opportunity. The number of people connecting to
the worldwide Web is growing daily. More people are signing up with
Internet access companies, and still more are upgrading their computers
to make Internet linkage possible. Currently, more than 40 million users
from 170 countries enjoy Internet access. Moreover, many of the current
250 million personal-computer owners around the world are expected to
connect in the next three years, boosting user totals to more than 160
million by the year 2000. Furthermore, nearly 3,000 web sites are being
added to the Internet every day. As of March 1997, there were 1.2
million registered sites, 900,000 of which were created over the
previous 12 months. Corporations have made huge strides in the way they
conduct business-to-business transactions over the Internet, making it
more commercially feasible for the mass market. Previously, only about
2% of America's six million companies were able to link buyers and
suppliers to order and pay for services and merchandise by purchasing
expensive private phone networks. As the Internet continues to expand
its scope and becomes easier to use, electronic banking is anticipated
to be another significant area of growth.
The companies selected for the Internet Growth Trust have been
researched and evaluated using database screening techniques,
Page 11
fundamental analysis, and the judgment of research experts at Nike
Securities L.P. To help reduce risk, the Internet Growth Trust avoids
small companies, newly-issued stocks, and stocks with little or no
earnings. In general, the Sponsor believes the companies selected have
above-average growth prospects for both sales and earnings, and lower
than average debt.
The Sponsor believes that the enormous growth potential of the Internet
offers a compelling investment opportunity. However, since the Internet
is in the early stages of its development and the direction of its
evolution is unpredictable, there exist tremendous risks. It is
important to note that companies engaged in business related to the
Internet are subject to fierce competition and their products and
services may be subject to rapid obsolescence.
See "Schedule of Investments" and "What are Equity Securities?-Risk
Factors" for the Internet Growth Trust. There is no assurance that the
objective of the Internet Growth Trust will be achieved.
Investment Services Growth Trust, Series 2
The objective of the Investment Services Growth Trust, Series 2 (the
"Investment Services Growth Trust") is to provide investors with the
potential for above-average capital appreciation through an investment
in a diversified portfolio of common stocks of brokerage and investment
services companies which the Sponsor believes are experiencing record-
setting earnings and profits growth. The Investment Services Growth
Trust's portfolio is diversified across 25 companies engaged in stock
brokerage, commodity brokerage, investment banking, tax-advantaged
investment or investment sales, investment management or related
investment advisory services. The companies selected for the Investment
Services Growth Trust have been researched and evaluated using database
screening techniques, fundamental analysis and the judgment of the
Sponsor's research experts. In general, the Sponsor believes these
companies have above-average growth prospects for both sales and
earnings and established market shares for their services.
An unprecedented long-running bull market, stable interest rates and low
inflation are among the favorable factors influencing the brokerage and
investment services industry's record-setting earnings/profits boom.
Their stocks, historically, have outperformed market averages; and
although past performance is no guarantee of future results, the Sponsor
believes this trend should continue while the investment climate is
favorable. Many brokerage/investment services firms are setting their
prospects overseas. Industry giants with formidable multi-dimensional
and global profit-generating capabilities are buying out brokerage firms
in many countries, while others are entering into joint ventures with
their foreign counterparts. Gaining a global foothold has, in many
cases, bolstered earnings, profits and stock prices. Late in 1996, the
Federal Reserve loosened its limitations on banks underwriting
securities, which will allow banks to acquire brokerage firms. Brokerage
firms should also benefit from recently enacted capital-gains tax cuts.
See "Schedule of Investments" and "What are Equity Securities?-Risk
Factors" for the Investment Services Growth Trust. There is no assurance
that the objective of the Investment Services Growth Trust will be
achieved.
Retail Growth Trust, Series 2
The objective of the Retail Growth Trust, Series 2 (the "Retail Growth
Trust") is to provide for potential capital appreciation through an
investment in equity securities issued by retail companies incorporated
or headquartered primarily in the United States (the "Equity
Securities"). The Retail Growth Trust is a unit investment trust
investing in a diversified portfolio of common stocks of companies in
the retail sector. The Sponsor believes the companies chosen are
currently undervalued and are the best positioned for long-term earnings
growth in the current retail environment.
The companies selected for the Retail Growth Trust have been researched
and evaluated using database screening techniques, fundamental analysis
and the judgment of research experts at Nike Securities L.P., Sponsor of
the Trust. To help reduce risk, the Retail Growth Trust generally avoids
small market capitalization companies, newly-issued stocks and stocks
with little or no earnings. In general, the Sponsor believes the
companies chosen for this Trust have above-average growth prospects for
both sales and earnings.
The portfolio is diversified both by geographic region and by different
areas of the retail sector. Although risk cannot be entirely eliminated,
the risks normally associated with equity investments can be offset by
Page 12
diversification. This type of diversification provides a convenient,
efficient way to own stocks in a number of companies without
considerable time and capital commitments on your part.
In the Sponsor's opinion, the stocks selected are of undervalued
companies with attractive growth prospects. While the stock market
performance of retail companies has improved over the past year (nearly
keeping pace with the overall equity market), retail shares have
generally lagged the stock market over the past several years. This
gives investors an opportunity to purchase quality companies at a lower
price. As investor sentiment improves towards the retail sector, the
Sponsor believes a portfolio of industry leading retailers with above-
average growth prospects offers value and growth potential for the future.
The portfolio has been carefully selected to include retailers that have
demonstrated the ability to consistently provide the best combination of
price, selection and service. The Sponsor believes it is these
innovative retailers that will be able to successfully expand their
market share.
Moreover, the Sponsor believes growth in the retailing sector will come
from the following:
- - Opening of new stores;
- - Increasing sales volume at existing locations;
- - Raising of profit margins through efficiency gains and enhanced
use of technology;
- - Expansion of retailing concepts in a global economy.
See "Schedule of Investments" and "What are Equity Securities?-Risk
Factors" for the Retail Growth Trust. There is no assurance that the
objective of the Retail Growth Trust will be achieved.
Small-Cap Growth Trust, Series 2
The objective of the Small-Cap Growth Trust, Series 2 (the "Small-Cap
Growth Trust") is to provide investors with above-average capital
appreciation potential through an investment in a diversified portfolio
of 40 small capitalization companies which the Sponsor believes have
substantial growth potential. For purposes of the Small-Cap Growth
Trust, a small-cap company is defined as one with market capitalization
of between $50 million and $1 billion. The Small-Cap Growth Trust's
portfolio is well-diversified across several industries and concentrates
on United States-based small-cap companies included in the Russell 2000
Index. Diversifying a portfolio helps to offset the risks normally
associated with equity investments, although risk cannot be entirely
eliminated. This type of diversification, furthermore, provides a
convenient, efficient way to own stocks in a number of companies without
considerable time and capital commitments on the investor's part. The
companies selected for the Small-Cap Growth Trust have been researched
and evaluated using database screening techniques, fundamental analysis
and the judgment of the Sponsor's research experts. In general, the
Sponsor believes these companies have above-average growth prospects for
both sales and earnings, established market shares for their products
and services and lower-than-average levels of debt.
Historically, United States small-cap stocks have outperformed the
overall stock market, large-cap stocks, bonds and inflation over the
long term. Because small-cap stocks have the potential to provide higher
total returns, they are ideal for the more aggressive investor who is
comfortable with the above-average volatility that is inherent in United
States small-cap companies. The small-cap companies selected for the
Small-Cap Growth Trust are believed to have attractive valuations with
prospects for above-average earnings growth. In general, although in
recent months, small-cap stock have outperformed large-cap stocks, the
stock market performance of small-cap stocks has lagged the returns of
large-cap stocks during the past few years. These companies do not have
the same level of analyst coverage as larger-cap companies which, if
coverage expands, might result in higher prices for these Equity
Securities.
See "Schedule of Investments" and "What are Equity Securities?-Risk
Factors" for the Small-Cap Growth Trust. There is no assurance that the
objective of the Small-Cap Growth Trust will be achieved.
Each Trust has a Mandatory Termination Date, as set forth under "Summary
of Essential Information." There is, of course, no guarantee that the
objective of any Trust will be achieved. Each Unit of a Trust represents
an undivided fractional interest in all the Equity Securities deposited
in such Trust.
With the deposit of the Equity Securities on the Initial Date of
Deposit, the Sponsor established a percentage relationship between the
amounts of Equity Securities in each Trust's portfolio, as set forth
under "Schedule of Investments" for each Trust. From time to time
following the Initial Date of Deposit, the Sponsor, pursuant to the
Page 13
Indenture, may deposit additional Equity Securities in a Trust, or cash
(including a letter of credit) with instructions to purchase additional
Equity Securities in a Trust. Units may be continuously offered for sale
to the public by means of this Prospectus, resulting in a potential
increase in the outstanding number of Units of a Trust. Any deposit by
the Sponsor of additional Equity Securities, or the purchase of
additional Equity Securities pursuant to a cash deposit, will duplicate,
as nearly as is practicable, the original proportionate relationship and
not the actual proportionate relationship on the subsequent date of
deposit, since the two may differ. Any such difference may be due to the
sale, redemption or liquidation of any of the Equity Securities
deposited in a Trust on the Initial, or any subsequent, Date of Deposit.
See "How May Equity Securities be Removed from a Trust?" Since the
prices of the underlying Equity Securities will fluctuate daily, the
ratio, on a market value basis, will also change daily. The portion of
Equity Securities represented by each Unit will not change as a result
of the deposit of additional Equity Securities in a Trust. If the
Sponsor deposits cash, however, existing and new investors may
experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the prices of the Equity
Securities between the time of the cash deposit and the purchase of the
Equity Securities and because such Trust will pay the associated
brokerage fees. To minimize this effect, the Trusts will try to purchase
the Equity Securities as close to the evaluation time as possible. The
Trustee may, from time to time, retain and pay compensation to the
Sponsor (or an affiliate of the Sponsor) to act as agent for a Trust
with respect to acquiring Equity Securities for a Trust. In acting in
such capacity, the Sponsor or its affiliate will be subject to the
restrictions under the Investment Company Act of 1940, as amended.
On the Initial Date of Deposit, each Unit of a Trust represented the
undivided fractional interest in the Equity Securities deposited in such
Trust set forth under "Summary of Essential Information" for each Trust.
To the extent that Units of a Trust are redeemed, the aggregate value of
the Equity Securities in such Trust will be reduced and the undivided
fractional interest represented by each outstanding Unit of that Trust
will increase. However, if additional Units are issued by a Trust in
connection with the deposit of additional Equity Securities or cash by
the Sponsor, the aggregate value of the Equity Securities in that Trust
will be increased by amounts allocable to additional Units, and the
fractional undivided interest represented by each Unit of that Trust
will be decreased proportionately. See "How May Units be Redeemed?"
What are the Expenses and Charges?
With the exception of brokerage fees discussed above and bookkeeping and
other administrative services provided to each Trust, for which the
Sponsor may be reimbursed in amounts as set forth under "Summary of
Essential Information," the Sponsor will not receive any fees in
connection with its activities relating to a Trust. Certain of the
expenses incurred in establishing the Trusts, including the cost of the
initial preparation of documents relating to a Trust, Federal and state
registration fees, the initial fees and expenses of the Trustee, legal
expenses and any other out-of-pocket expenses may be paid by the
Sponsor, and may, in part, be paid by the Trustee.
First Trust Advisors L.P., an affiliate of the Sponsor, will receive an
annual supervisory fee, which is not to exceed the amount set forth
under "Summary of Essential Information," for providing portfolio
supervisory services for each Trust. Such fee is based on the number of
Units outstanding in a Trust on January 1 of each year except for the
year or years in which an initial offering period occurs in which case
the fee for a month is based on the number of Units outstanding at the
end of such month. In providing such supervisory services, the Portfolio
Supervisor may purchase research services from a variety of sources
which may include dealers of the Trusts.
Subsequent to the initial offering period, First Trust Advisors L.P., in
its capacity as the Evaluator for the Trusts, will receive a fee as
indicated in the "Summary of Essential Information."
The Trustee pays certain expenses of each Trust for which it is
reimbursed by such Trust. The Trustee will receive for its ordinary
recurring services to each Trust an annual fee set forth in each
"Summary of Essential Information," which is based upon the largest
aggregate number of Units of each Trust outstanding at any time during
the year. For a discussion of the services performed by the Trustee
pursuant to its obligations under the Indenture, reference is made to
the material set forth under "Rights of Unit Holders."
Page 14
The Trustee's and the above described fees are payable from the Income
Account of a Trust to the extent funds are available and then from the
Capital Account of such Trust. Since the Trustee has the use of the
funds being held in the Capital and Income Accounts for payment of
expenses and redemptions and since such Accounts are noninterest-bearing
to Unit holders, the Trustee benefits thereby. Part of the Trustee's
compensation for its services to each Trust is expected to result from
the use of these funds.
Each of the above mentioned fees may be increased without approval of
the Unit holders by amounts not exceeding proportionate increases under
the category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor. In addition,
with respect to the fees payable to the Sponsor or an affiliate of the
Sponsor for providing bookkeeping and other administrative services,
supervisor services and evaluation services, such individual fees may
exceed the actual costs of providing such services for a Trust, but at
no time will the total amount received for such services rendered to all
unit investment trusts of which Nike Securities L.P. is the Sponsor in
any calendar year exceed the actual cost to the Sponsor or its affiliate
of supplying such services in such year.
Certain or all of the expenses incurred in establishing the Trusts,
including costs of preparing the registration statement, the trust
indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of each
Trust's portfolio and the initial fees and expenses of the Trustee and
any other out-of-pocket expenses, will be paid by each Trust and charged
off over a period not to exceed the life of the Trusts (approximately
five years). The following additional charges are or may be incurred by
a Trust: all legal and annual auditing expenses of the Trustee incurred
by or in connection with its responsibilities under the Indenture; the
expenses and costs of any action undertaken by the Trustee to protect a
Trust and the rights and interests of the Unit holders; fees of the
Trustee for any extraordinary services performed under the Indenture;
indemnification of the Trustee for any loss, liability or expense
incurred by it without negligence, bad faith or willful misconduct on
its part, arising out of or in connection with its acceptance or
administration of a Trust; indemnification of the Sponsor for any loss,
liability or expense incurred without gross negligence, bad faith or
willful misconduct in acting as Depositor of such Trust; all taxes and
other government charges imposed upon the Securities or any part of a
Trust (no such taxes or charges are being levied or made or, to the
knowledge of the Sponsor, contemplated). The above expenses and the
Trustee's annual fee, when paid or owing to the Trustee, are secured by
a lien on each Trust. In addition, the Trustee is empowered to sell
Equity Securities in a Trust in order to make funds available to pay all
these amounts if funds are not otherwise available in the Income and
Capital Accounts of such Trust. Since the Equity Securities are all
common stocks and the income stream produced by dividend payments is
unpredictable, the Sponsor cannot provide any assurance that dividends
will be sufficient to meet any or all expenses of a Trust. As described
above, if dividends are insufficient to cover expenses, it is likely
that Equity Securities will have to be sold to meet such Trust expenses.
These sales may result in capital gains or losses to Unit holders. See
"What is the Federal Tax Status of Unit Holders?"
The Indenture requires each Trust to be audited on an annual basis at
the expense of such Trusts by independent auditors selected by the
Sponsor. So long as the Sponsor is making a secondary market for the
Units, the Sponsor is required to bear the cost of such annual audits to
the extent such cost exceeds $0.0050 per Unit. Unit holders of a Trust
covered by an audit may obtain a copy of the audited financial
statements upon request.
What is the Federal Tax Status of Unit Holders?
This is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986 (the "Code"). 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 the Trusts. For purposes of the following
discussion and opinion, it is assumed that each Equity Security is
equity for Federal income tax purposes.
Page 15
In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated as the
owner of a pro rata portion of each of the assets of a Trust under the
Code; and the income of each Trust will be treated as income of the Unit
holders thereof under the Code. Each Unit holder will be considered to
have received his pro rata share of the income derived from each Equity
Security when such income is considered to be received by a Trust.
2. Each Unit holder will be considered to have received all of the
dividends paid on his or her pro rata portion of each Equity Security
when such dividends are received by a Trust regardless of whether such
dividends are used to pay a portion of the deferred sales charge. Unit
holders will be taxed in this manner regardless of whether distributions
from such Trust are actually received by the Unit holder.
3. Each Unit holder will have a taxable event when a Trust disposes of
an Equity Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by
such Unit holder (except to the extent an In-Kind distribution of stocks
is received by such Unit holder as described below). The price a Unit
holder pays for his Units is allocated among his pro rata portion of
each Equity Security held by a Trust (in proportion to the fair market
values thereof on the valuation date closest to the date the Unit holder
purchases his Units) in order to determine his tax basis for his pro
rata portion of each Equity Security held by such Trust. For Federal
income tax purposes, a Unit holder's pro rata portion of dividends, as
defined by Section 316 of the Code, paid by a corporation with respect
to an Equity Security held by a Trust is taxable as ordinary income to
the extent of such corporation's current and accumulated "earnings and
profits." A Unit holder's pro rata portion of dividends paid on such
Equity Security which exceed such current and accumulated earnings and
profits will first reduce a Unit holder's tax basis in such Equity
Security, and to the extent that such dividends exceed a Unit holder's
tax basis in such Equity Security shall generally be treated as capital
gain. In general, any such capital gain will be short-term unless a Unit
holder has held his Units for more than one year.
4. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held by a
Trust will generally be considered a capital gain except in the case of
a dealer or a financial institution and will be long-term if the Unit
holder has held his Units for more than one year (the date on which the
Units are acquired (i.e., the trade date) is excluded for purposes of
determining whether the Units have been held for more than one year). A
Unit holder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Equity Securities held by a Trust will
generally be considered a capital loss (except in the case of a dealer
or a financial institution) and, in general, will be long-term if the
Unit holder has held his Units for more than one year. Unit holders
should consult their tax advisers regarding the recognition of such
capital gains and losses for Federal income tax purposes.
Deferred Sales Charge. Generally, the tax basis of a Unit holder
includes sales charges, and such charges are not deductible. A portion
of the sales charge for a Trust is deferred. It is possible that for
federal income tax purposes a portion of the deferred sales charge may
be treated as interest which would be deductible by a Unit holder
subject to limitations on the deduction of investment interest. In such
a case, the non-interest portion of the deferred sales charge would be
added to the Unit holder's tax basis in his or her Units. The deferred
sales charge could cause the Unit holder's Units to be considered to be
debt-financed under Section 246A of the Code which would result in a
small reduction of the dividends-received deduction. In any case, the
income (or proceeds from redemption) a Unit holder must take into
account for federal income tax purposes is not reduced by amounts
deducted to pay the deferred sales charge. Unit holders should consult
their own tax advisers as to the income tax consequences of the deferred
sales charge.
Dividends Received Deduction. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with respect
to such Unit holder's pro rata portion of dividends received by a Trust
(to the extent such dividends are taxable as ordinary income, as
discussed above, and are attributable to domestic corporations) in the
same manner as if such corporation directly owned the Equity Securities
paying such dividends (other than corporate Unit holders, such as "S"
Page 16
corporations, which are not eligible for the deduction because of their
special characteristics and other than for purposes of special taxes
such as the accumulated earnings tax and the personal holding
corporation tax). However, a corporation owning Units should be aware
that Sections 246 and 246A of the Code impose additional limitations on
the eligibility of dividends for the 70% dividends received deduction.
These limitations include a requirement that stock (and therefore Units)
must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have been issued which address
special rules that must be considered in determining whether the 46-day
holding period requirement is met. Moreover, the allowable percentage of
the deduction will be reduced from 70% if a corporate Unit holder owns
certain stock (or Units) the financing of which is directly attributable
to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would affect
the dividends received deduction have been introduced. Unit holders
should consult with their tax advisers with respect to the limitations
on and possible modifications to the dividends received deduction.
Limitations on Deductibility of a Trust's Expenses by Unit Holders. Each
Unit holder's pro rata share of each expense paid by a Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by such Unit holder. It should be noted that as a
result of the Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to
the extent they exceed 2% of such individual's adjusted gross income.
Unit holders may be required to treat some or all of the expenses of a
Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unit holder may
recognize taxable gain (or loss) when an Equity Security is disposed of
by a Trust or if the Unit holder disposes of a Unit. For taxpayers other
than corporations, net capital gains (which is defined as net long-term
capital gain over net short-term capital loss for the taxable year) are
subject to a maximum marginal stated tax rate of either 28% or 20%,
depending upon the holding period of the capital assets. In particular,
net capital gain, excluding net gain from property held more than one
year but not more than 18 months and gain on certain other assets, is
subject to a maximum marginal stated tax rate of 20% (10% in the case of
certain taxpayers in the lowest tax bracket). Net capital gain that is
not taxed at the maximum marginal stated tax rate of 20% (or 10%) as
described in the preceding sentence, is generally subject to a maximum
marginal stated tax rate of 28%. The date on which a Unit is acquired
(i.e., the "trade date") is excluded for purposes of determining the
holding period of the Unit. Generally, capital gain or loss is long-term
if the holding period for the asset is more than one year, and is short-
term if the holding period for the asset is one year or less. Net short-
term capital gain is taxed at the same rates as ordinary income. It
should be noted that legislative proposals are introduced from time to
time that affect tax rates and could affect relative differences at
which ordinary income and capital gains are taxed.
The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions
that treat certain transactions designed to reduce or eliminate risk of
loss and opportunities for gain (e.g., short sales, offsetting notional
principal contracts, futures or forward contracts, or similar
transactions) as constructive sales for purposes of recognition of gain
(but not loss) and for purposes of determining the holding period. Unit
holders should consult their own tax advisors with regard to any such
constructive sales rules. However, it should be noted that legislative
proposals are introduced from time to time that affect tax rates and
could affect relative differences at which ordinary income and capital
gains are taxed.
Because some or all capital gains are taxed at a comparatively lower
rate under the Revenue Reconciliation Act of 1993 (the "1993 Tax Act"),
the 1993 Tax Act includes a provision that recharacterizes capital gains
as ordinary income in the case of certain financial transactions that
are "conversion transactions" effective for transactions entered into
after April 30, 1993. Unit holders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.
If the Unit holder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all assets of a Trust
involved including his pro rata portion of all the Equity Securities
represented by the Unit.
Page 17
Legislative proposals have been made that would treat certain
transactions designed to reduce or eliminate risk of loss and
opportunities for gain as constructive sales for purposes of recognition
of gain (but not loss). Unit holders should consult their own tax
advisers with regard to any constructive sale rules.
Special Tax Consequences of In-Kind Distributions Upon Redemption of
Units or Termination of a Trust. As discussed in "Rights of Unit Holders-
How are Income and Capital Distributed?", under certain circumstances a
Unit holder who owns at least 2,500 Units of a Trust may request an In-
Kind Distribution upon the redemption of Units or the termination of the
Trust. The Unit holder requesting an In-Kind Distribution will be liable
for expenses related thereto (the "Distribution Expenses") and the
amount of such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unit Holders-How are Income and
Capital Distributed?" As previously discussed, prior to the redemption
of Units or the termination of a Trust, a Unit holder is considered as
owning a pro rata portion of each of a Trust's assets for Federal income
tax purposes. The receipt of an In-Kind Distribution will result in a
Unit holder receiving an undivided interest in whole shares of stock
plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unit holder receives cash
in addition to Equity Securities. An "Equity Security" for this purpose
is a particular class of stock issued by a particular corporation. A
Unit holder will not recognize gain or loss if a Unit holder only
receives Equity Securities in exchange for his or her pro rata portion
in the Equity Securities held by a Trust. However, if a Unit holder also
receives cash in exchange for a fractional share of an Equity Security
held by a Trust, such Unit holder will generally recognize gain or loss
based upon the difference between the amount of cash received by the
Unit holder and his tax basis in such fractional share of an Equity
Security held by a Trust.
Because a Trust will own many Equity Securities, a Unit holder who
requests an In-Kind Distribution will have to analyze the tax
consequences with respect to each Equity Security owned by a Trust. The
amount of taxable gain (or loss) recognized upon such exchange will
generally equal the sum of the gain (or loss) recognized under the rules
described above by such Unit holder with respect to each Equity Security
owned by a Trust. Unit holders who request an In-Kind Distribution are
advised to consult their tax advisers in this regard.
Computation of the Unit Holder's Tax Basis. Initially, a Unit holder's
tax basis in his Units will generally equal the price paid by such Unit
holder for his Units. The cost of the Units is allocated among the
Equity Securities held in a Trust in accordance with the proportion of
the fair market values of such Equity Securities as of the valuation
date nearest the date the Units are purchased in order to determine such
Unit holder's tax basis for his pro rata portion of each Equity Security.
A Unit holder's tax basis in his Units and his pro rata portion of an
Equity Security held by a Trust will be reduced to the extent dividends
paid with respect to such Equity Security are received by a Trust which
are not taxable as ordinary income as described above.
General. Each Unit holder will be requested to provide the Unit holder's
taxpayer identification number to the Trustee and to certify that the
Unit holder has not been notified that payments to the Unit holder are
subject to back-up withholding. If the proper taxpayer identification
number and appropriate certification are not provided when requested,
distributions by a Trust to such Unit holder (including amounts received
upon the redemption of Units) will be subject to back-up withholding.
Distributions by a Trust will generally be subject to United States
income taxation and withholding in the case of Units held by non-
resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
Unit holders will be notified annually of the amounts of dividends
includable in the Unit holder's gross income and amounts of Trust
expenses which may be claimed as itemized deductions.
Unit holders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
plans established. See "Why are Investments in the Trusts Suitable for
Retirement Plans?"
The foregoing discussion relates only to the tax treatment of United
States Unit holders; Unit holders may be subject to foreign, state and
local taxation. Unit holders should consult their tax advisers regarding
potential state or local taxation with respect to the Units.
Page 18
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of
the State of New York, each Trust is not an association taxable as a
corporation and the income of such Trusts will be treated as the income
of the Unit holders thereof.
Why are Investments in the Trusts Suitable for Retirement Plans?
Units of the Trusts may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to capital
gains and income received in each of the foregoing plans is deferred
until distributions are received. Distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible
for special averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisers
with respect to the establishment and maintenance of any such plan. Such
plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
PORTFOLIO
What are Equity Securities?
The Trusts consist of different issues of Equity Securities which are
listed on a national securities exchange or The Nasdaq Stock Market or
traded in the over-the-counter market. See "What are the Equity
Securities Selected for Blue Chip International Growth Trust Series?,"
"What are the Equity Securities Selected for Energy Growth Trust, Series
3?," "What are the Equity Securities Selected for Internet Growth Trust,
Series 3?," "What are the Equity Securities Selected for Investment
Services Growth Trust, Series 2?," "What are the Equity Securities
Selected for Retail Growth Trust, Series 2?" and "What are the Equity
Securities Selected for Small-Cap Growth Trust, Series 2?" for a general
description of the companies.
Risk Factors. An investment in Units of the Trusts should be made with
an understanding of the problems and risks such an investment may entail.
Blue Chip International Growth Trust Series. An investment in Units of
the International Growth Trust should be made with an understanding of
the risks such an investment may entail. Since the Equity Securities in
the Trust consist of securities of foreign issuers, an investment in the
Trust involves some investment risks that are different in some respects
from an investment in a trust that invests entirely in securities of
domestic issuers. Those investment risks include future political and
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Equity Securities,
currency exchange rate fluctuations, exchange control policies, and the
limited liquidity and small market capitalization of such foreign
countries' securities markets. In addition, for the foreign issuers that
are not subject to the reporting requirements of the Securities Exchange
Act of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. However, due to the nature of the
issuers of Equity Securities included in the Trust, the Sponsor believes
that adequate information will be available to allow the Portfolio
Supervisor to provide portfolio surveillance.
On the basis of the best information available to the Sponsor at the
present time, none of the Equity Securities are subject to exchange
control restrictions under existing law which would materially interfere
with payment to the Trust of dividends due on, or proceeds from the sale
of, the Equity Securities. However, there can be no assurance that
exchange control regulations might not be adopted in the future which
might adversely affect payment to the Trust. In addition, the adoption
of exchange control regulations and other legal restrictions could have
an adverse impact on the marketability of international securities in
the Trust and on the ability of the Trust to satisfy its obligation to
redeem Units tendered to the Trustee for redemption.
Energy Growth Trust, Series 3. An investment in Units of the Energy
Growth Trust should be made with an understanding of the problems and
risks such an investment may entail.
The Energy Growth Trust invests in Equity Securities of companies
involved in the energy industry. The business activities of companies
Page 19
held in the Energy Growth Trust may include: production, generation,
transmission, marketing, control, or measurement of energy or energy
fuels; providing component parts or services to companies engaged in the
above activities; energy research or experimentation; and environmental
activities related to the solution of energy problems, such as energy
conservation and pollution control. Companies participating in new
activities resulting from technological advances or research discoveries
in the energy field were also considered for the Energy Growth Trust.
The securities of companies in the energy field are subject to changes
in value and dividend yield which depend, to a large extent, on the
price and supply of energy fuels. Swift price and supply fluctuations
may be caused by events relating to international politics, energy
conservation, the success of exploration projects, and tax and other
regulatory policies of various governments. As a result of the
foregoing, the Equity Securities in the Energy Growth Trust may be
subject to rapid price volatility. The Sponsor is unable to predict what
impact the foregoing factors will have on the Equity Securities during
the life of the Energy Growth Trust.
According to the U.S. Department of Commerce, the factors which will
most likely shape the energy industry include the price and availability
of oil from the Middle East, changes in United States environmental
policies and the continued decline in U.S. production of crude oil.
Possible effects of these factors may be increased U.S. and world
dependence on oil from the Organization of Petroleum Exporting Countries
("OPEC") and highly uncertain and potentially more volatile oil prices.
Factors which the Sponsor believes may increase the profitability of oil
and petroleum operations include increasing demand for oil and petroleum
products as a result of the continued increases in annual miles driven
and the improvement in refinery operating margins caused by increases in
average domestic refinery utilization rates. The existence of surplus
crude oil production capacity and the willingness to adjust production
levels are the two principal requirements for stable crude oil markets.
Without excess capacity, supply disruptions in some countries cannot be
compensated for by others. Surplus capacity in Saudi Arabia and a few
other countries and the utilization of that capacity prevented, during
the Persian Gulf crisis, and continues to prevent, severe market
disruption. Although unused capacity contributed to market stability in
1990 and 1991, it ordinarily creates pressure to overproduce and
contributes to market uncertainty. The restoration of a large portion of
Kuwait and Iraq's production and export capacity could lead to such a
development in the absence of substantial growth in world oil demand.
Formerly, OPEC members attempted to exercise control over production
levels in each country through a system of mandatory production quotas.
Because of the 1990-1991 crisis in the Middle East, the mandatory system
has since been replaced with a voluntary system. Production under the
new system has had to be curtailed on at least one occasion as a result
of weak prices, even in the absence of supplies from Kuwait and Iraq.
The pressure to deviate from mandatory quotas, if they are reimposed, is
likely to be substantial and could lead to a weakening of prices. In the
longer term, additional capacity and production will be required to
accommodate the expected large increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and
exports from the Soviet Union. Only a few OPEC countries, particularly
Saudi Arabia, have the petroleum reserves that will allow the required
increase in production capacity to be attained. Given the large-scale
financing that is required, the prospect that such expansion will occur
soon enough to meet the increased demand is uncertain.
Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to
environmental concerns will also pose serious challenges to the industry
over the coming decade. Refiners are likely to be required to make heavy
capital investments and make major production adjustments in order to
comply with increasingly stringent environmental legislation, such as
the 1990 amendments to the Clean Air Act. If the cost of these changes
is substantial enough to cut deeply into profits, smaller refiners may
be forced out of the industry entirely. Moreover, lower consumer demand
due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively
affect the price of oil and the profitability of oil companies. No
assurance can be given that the demand for or prices of oil will
increase or that any increases will not be marked by great volatility.
Some oil companies may incur large cleanup and litigation costs relating
to oil spills and other environmental damage. Oil production and
refining operations are subject to extensive federal, state and local
Page 20
environmental laws and regulations governing air emissions and the
disposal of hazardous materials. Increasingly stringent environmental
laws and regulations are expected to require companies with oil
production and refining operations to devote significant financial and
managerial resources to pollution control. General problems of the oil
and petroleum products industry include the ability of a few influential
producers to significantly affect production, the concomitant volatility
of crude oil prices, increasing public and governmental concern over air
emissions, waste product disposal, fuel quality and the environmental
effects of fossil-fuel use in general.
In addition, any future scientific advances concerning new sources of
energy and fuels or legislative changes relating to the energy industry
or the environment could have a negative impact on the petroleum
products industry. While legislation has been enacted to deregulate
certain aspects of the oil industry, no assurances can be given that new
or additional regulations will not be adopted. Each of the problems
referred to could adversely affect the financial stability of the
issuers of any petroleum industry stocks in the Energy Growth Trust.
Internet Growth Trust, Series 3. The Internet Growth Trust concentrates
its Equity Securities in the technology industry and, as a result, the
value of the Units of the Trust may be susceptible to factors affecting
the technology industry.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and
services. The market for these products, especially those specifically
related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Equity Securities depends in substantial
part on the timely and successful introduction of new products. An
unexpected change in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular
technology could have a material adverse affect on an issuer's operating
results. Furthermore, there can be no assurance that the issuers of the
Equity Securities will be able to respond timely to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Equity Securities and therefore
the ability of a Unit holder to redeem Units at a price equal to or
greater than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Equity Securities will obtain orders of similar magnitude as past orders
from other customers. Similarly, the success of certain technology
companies is tied to a relatively small concentration of products or
technologies. Accordingly, a decline in demand of such products,
technologies or from such customers could have a material adverse impact
on issuers of the Equity Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
Page 21
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Equity Securities
to protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the securities in
the Trust.
Investment Services Growth Trust, Series 2. An investment in Units of
the Investment Services Growth Trust should be made with an
understanding of the problems and risks such an investment may entail.
The Investment Services Growth Trust consists of companies engaged in
investment banking/brokerage and investment management. Such companies
include brokerage firms, broker/dealers, investment banks, finance
companies and mutual fund companies. Earnings and share prices of
companies in this industry are quite volatile, and often exceed the
volatility levels of the market as a whole. Recently, ongoing
consolidation in the industry and the strong stock market has benefited
stocks which investors believe will benefit from greater investor and
issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and
short-term interest rates, and the outlook for emerging markets.
Negative trends in any of these earnings determinants could have a
serious adverse effect on the financial stability, as well as the stock
prices, of these companies. Furthermore, there can be no assurance that
the issuers of the Equity Securities included in the Investment Services
Growth Trust will be able to respond timely to compete in the rapidly
developing marketplace. In addition to the foregoing, profit margins of
these companies continue to shrink due to the commoditization of
traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally.
Retail Growth Trust, Series 2. An investment of Units of the Retail
Growth Trust should be made with an understanding of the problems and
risks inherent in the retail industry in general. The profitability of
companies engaged in the retail industry will be affected by various
factors including the general state of the economy and consumer spending
trends. Recently, there have been major changes in the retail
environment due to the declaration of bankruptcy by some of the major
corporations involved in the retail industry, particularly the
department store segment. The continued viability of the retail industry
will depend on the industry's ability to adapt and to compete in
changing economic and social conditions, to attract and retain capable
management, and to finance expansion. Weakness in the banking or real
estate industry, a recessionary economic climate with the consequent
slowdown in employment growth, less favorable trends in unemployment or
a marked deceleration in real disposable personal income growth could
result in significant pressure on both consumer wealth and consumer
confidence, adversely affecting consumer spending habits. In addition,
competitiveness of the retail industry will require large capital
outlays for investment in the installation of automated checkout
equipment to control inventory, to track the sale of individual items
and to gauge the success of sales campaigns. Increasing employee and
retiree benefit costs may also have an adverse effect on the industry.
In many sectors of the retail industry, competition may be fierce due to
market saturation, converging consumer tastes and other factors. Because
of these factors and the recent increase in trade opportunities with
other countries, American retailers are now entering global markets
which entail added risks such as sudden weakening of foreign economies,
difficulty in adapting to local conditions and constraints and added
research costs.
Small-Cap Growth Trust, Series 2. An investment of Units of the Small-
Cap Growth Trust should be made with an understanding of the risks such
an investment may entail. While historically small-cap company stocks
have outperformed the stocks of large companies, the former have
customarily involved more investment risk as well. Small-cap companies
may have limited product lines, markets or financial resources; may lack
management depth or experience; and may be more vulnerable to adverse
general market or economic developments than large companies. Some of
the companies in which the Small-Cap Growth Trust may invest may
distribute, sell or produce products which have recently been brought to
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market and may be dependent on key personnel.
The prices of small company securities are often more volatile than
prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less
publicly available information. Also, because small cap companies
normally have fewer shares outstanding and these shares trade less
frequently than large companies, it may be more difficult for the Small-
Cap Growth Trust to buy and sell significant amounts of such shares
without an unfavorable impact on prevailing market prices. The
securities of small companies are often traded over-the-counter and may
not be traded in the volumes typical on a national securities exchange.
General. Each Trust consists of such Equity Securities listed under the
"Schedule of Investments" for each Trust as may continue to be held from
time to time in the Trust and any additional Equity Securities acquired
and held by the Trusts pursuant to the provisions of the Trust
Agreement, together with cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any
failure in any of the Equity Securities. However, should any contract
for the purchase of any of the Equity Securities initially deposited
hereunder fail, the Sponsor will, unless substantially all of the moneys
held in a Trust to cover such purchase are reinvested in substitute
Equity Securities in accordance with the Trust Agreement, refund the
cash and sales charge attributable to such failed contract to all Unit
holders on the next distribution date.
Because certain of the Equity Securities from time to time may be sold
under certain circumstances described herein, and because the proceeds
from such events will be distributed to Unit holders and will not be
reinvested, no assurance can be given that a Trust will retain for any
length of time its present size and composition. Although the Portfolio
is not managed, the Sponsor may instruct the Trustee to sell Equity
Securities under certain limited circumstances. Pursuant to the
Indenture and with limited exceptions, the Trustee may sell any
securities or other property acquired in exchange for Equity Securities
such as those acquired in connection with a merger or other transaction.
If offered such new or exchanged securities or property, the Trustee
shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for
deposit in such Trust and either sold by the Trustee or held in the
Trust pursuant to the direction of the Sponsor (who may rely on the
advice of the Portfolio Supervisor). See "How May Equity Securities be
Removed from a Trust?" Equity Securities, however, will not be sold by a
Trust to take advantage of market fluctuations or changes in anticipated
rates of appreciation or depreciation.
Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be
in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers
will make a market in the Equity Securities. There can be no assurance
that a market will be made for any of the Equity Securities, that any
market for the Equity Securities will be maintained or of the liquidity
of the Equity Securities in any markets made. In addition, a Trust may
be restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of a Trust,
will be adversely affected if trading markets for the Equity Securities
are limited or absent.
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities or the
general condition of the common stock market may worsen and the value of
the Equity Securities and therefore the value of the Units may decline.
The past market and earnings performance of the Equity Securities
included in the Trusts is not predictive of their future performance.
Common stocks are especially susceptible to general stock market
movements and to volatile increases and decreases of value as market
confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common
stocks have rights to receive payments from the issuers of those common
stocks that are generally subordinate to those of creditors of, or
holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks of the type held by a Trust have a right
to receive dividends only when and if, and in the amounts, declared by
the issuer's board of directors and have a right to participate in
Page 23
amounts available for distribution by the issuer only after all other
claims on the issuer have been paid or provided for. Common stocks do
not represent an obligation of the issuer and, therefore, do not offer
any assurance of income or provide the same degree of protection of
capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its
common stock or the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. The value of common
stocks is subject to market fluctuations for as long as the common
stocks remain outstanding, and thus the value of the Equity Securities
in the Portfolio may be expected to fluctuate over the life of a Trust
to values higher or lower than those prevailing on the Initial Date of
Deposit.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of
the entity, have generally inferior rights to receive payments from the
issuer in comparison with the rights of creditors of, or holders of debt
obligations or preferred stocks issued by, the issuer. Cumulative
preferred stock dividends must be paid before common stock dividends and
any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.
Certain or all of the securities in the International Growth Trust and
Energy Growth Trust are in ADR or GDR form. ADRs, which evidence American
Depositary Receipts and GDRs, which evidence Global Depositary Receipts,
represent common stock deposited with a custodian in a depositary.
American Depositary Shares and Global Depositary Shares (collectively,
the "Depositary Receipts") are issued by a bank or trust company to
evidence ownership of underlying securities issued by a foreign
corporation. These instruments may not necessarily be denominated in
the same currency as the securities into which they may be converted.
For purposes of the discussion herein, the terms ADR and GDR generally
include American Depositary Shares and Global Depositary Shares,
respectively.
Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the
request of market makers and acts as agent for the Depositary Receipts
holder, while the company itself is not involved in the transaction. In
a sponsored facility, the issuing company initiates the facility and
agrees to pay certain administrative and shareholder-related expenses.
Sponsored facilities use a single depositary and entail a contractual
relationship between the issuer, the shareholder and the depositary;
unsponsored facilities involve several depositaries with no contractual
relationship to the company. The depositary bank that issues Depositary
Receipts generally charges a fee, based on the price of the Depositary
Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary
bank incurs expenses in connection with the conversion of dividends or
other cash distributions paid in local currency into U.S. dollars and
such expenses are deducted from the amount of the dividend or
distribution paid to holders, resulting in a lower payout per underlying
shares represented by the Depositary Receipts than would be the case if
the underlying share were held directly. Certain tax considerations,
including tax rate differentials and withholding requirements, arising
from applications of the tax laws of one nation to nationals of another
and from certain practices in the Depositary Receipts market may also
exist with respect to certain Depositary Receipts. In varying degrees,
any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local
market. In addition, the rights of holders of Depositary Receipts may be
different than those of holders of the underlying shares, and the market
for Depositary Receipts may be less liquid than that for the underlying
shares. Depositary Receipts are registered securities pursuant to the
Securities Act of 1933 and may be subject to the reporting requirements
of the Securities Exchange Act of 1934.
For the Equity Securities that are Depositary Receipts, currency
fluctuations will affect the U.S. dollar equivalent of the local
currency price of the underlying domestic share and, as a result, are
likely to affect the value of the Depositary Receipts and consequently
the value of the Equity Securities. The foreign issuers of securities
Page 24
that are Depositary Receipts may pay dividends in foreign currencies
which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many
reasons, including supply and demand of the respective currency, the
soundness of the world economy and the strength of the respective
economy as compared to the economies of the United States and other
countries. Therefore, for any securities of issuers (whether or not they
are in Depositary Receipt form) whose earnings are stated in foreign
currencies, or which pay dividends in foreign currencies or which are
traded in foreign currencies, there is a risk that their United States
dollar value will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies.
Unit holders will be unable to dispose of any of the Equity Securities
in a Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee will
have the right to vote all of the voting stocks in a Trust and will vote
such stocks in accordance with the instructions of the Sponsor.
What are the Equity Securities Selected for Blue Chip International
Growth Trust Series?
BASF AG (ADR), headquartered in Ludwigshafen, Germany, produces
plastics, fibers, health and nutrition products, colorants, finishing
products, oil, gas, chemicals and information systems products.
Bayer AG (ADR), headquartered in Leverkusen, Germany, provides a wide
variety of products and services in areas ranging from healthcare and
agriculture to plastics, specialty chemicals and imaging technologies.
British Petroleum Plc (ADR), headquartered in London, England, one of
the world's largest petroleum and petrochemical groups, produces,
transports, refines and markets crude oil, natural gas and related
products; and makes and markets petrochemicals and related products. The
company also operates tankers for its own use and for third parties.
The Broken Hill Proprietary Company (ADR), headquartered in Melbourne,
Australia, explores for, mines, processes and markets coal, iron ore,
manganese ore, gold, copper and other minerals with subsidiaries. The
company makes and markets steel products; explores for, produces,
processes, refines, trades and markets oil and gas; and also provides
transport and engineering services.
Cadbury Schweppes Plc (ADR), headquartered in London, England, with
subsidiaries, makes, markets and distributes internationally branded
chocolate and other confectionery products in the form of bars, blocks,
bagged products, boxed assortments, chocolate eggs, novelties and
beverages, which are sold in cans, glass bottles, plastic containers and
aseptic packages.
Daimler-Benz AG (ADR), headquartered in Stuttgart, Germany, makes cars
under the Mercedes-Benz nameplate and commercial vehicles; aircraft,
space systems, defense and civil systems and propulsion systems. The
company also provides financial services and insurance brokerage.
ENI SpA (ADR), headquartered in Rome, Italy, through subsidiaries,
explores, develops and produces oil and natural gas in Italy, North
Africa, West Africa and the North Sea; supplies, transmits and
distributes natural gas; refines and markets oil and petroleum products;
produces and sells petrochemicals; and provides oilfield services
contracting and engineering.
LM Ericsson (ADR), headquartered in Stockholm, Sweden, provides advanced
systems, products and services for handling voice, data, image and text
in public and private wired and mobile telecommunications network,
telecommunications power equipment, and telecommunications and power
cable.
Grand Metropolitan Plc (ADR), headquartered in London, England, with
subsidiaries, makes and sells food, wine, spirits and other consumer
goods under a variety of brand names, including "Pillsbury,"
"Haagen-Dazs," "Smirnoff," "J&B Rare," "Belays," "Old El
Paso," "Green Giant" and "Progresso." The company also operates and
franchises the Burger King chain of restaurants.
HSBC Holdings Plc (ADR), headquartered in London, England, is the
holding company for the HSBC Group, which is an international banking
and financial services organization with operations in the Asia-Pacific
region, Europe, the Middle East and the United States. Services provided
include retail and corporate banking, trade, trustee, securities,
custody, capital markets, treasury services, insurance and private and
investment banking.
Hitachi Ltd. (ADR), headquartered in Tokyo, Japan, makes nuclear,
hydroelectric and thermal power plants, electrical equipment and
Page 25
automotive parts; audio and video equipment, appliances, lighting
fixtures and dry batteries; telephone exchanges, broadcasting equipment,
computer equipment, and semiconductors; compressors; and wire and cable.
Honda Motor Co., Ltd. (ADR), headquartered in Tokyo, Japan, with
subsidiaries, makes a wide variety of products using internal combustion
engines, including motorcycles, automobiles, and power products such as
portable generators, small general purpose engines, lawn mowers and
tractors, power tillers, outboard engines and four-wheeled all-terrain
vehicles.
ING Groep NV (ADR), headquartered in Amsterdam, The Netherlands, is an
international financial service group of companies which offers a wide
range of financial services to individuals, corporations and other
institutions. The company's services include commercial, savings and
investment banking, as well as life, property and commercial insurance.
The company has offices throughout the world.
LVMH Moet Hennessy Louis Vuitton (ADR), headquartered in Paris, France,
through subsidiaries and affiliates, makes luxury products including
"Dom Perignon," "Moet & Chandon" and "Veuve Clicquot Ponsardin"
champagnes; "Hennessy," "Hine" and "F.O.V." cognacs; "Louis Vuitton" and
"Loewe" luggage, leather goods and accessories; "Christian Dior,"
"Givenchy" and "Kenzo" perfumes and cosmetics.
NEC Corporation (ADR), headquartered in Tokyo, Japan, makes and sells
switching and transmission systems, communications terminal equipment
and radio systems; designs, makes and sells computers; makes integrated
circuits and discrete semiconductor devices; and makes consumer
electronic products.
Nestle SA (ADR), headquartered in Vevey, Switzerland, through
subsidiaries and allied companies, makes chocolate and confectionery
products, Hills Bros. coffees, milk and cheese, infant foods, soups,
frozen foods, pet foods, ice cream and refrigerated desserts. The
company also operates foodservice and pharmaceutical businesses.
Oy Nokia AB (ADR), headquartered in Helsinki, Finland, makes mobile
phones, computer monitors, multimedia network terminals, battery
chargers for mobile phones, satellite receivers and video conferencing
equipment.
Novartis AG (ADR), headquartered in Batel, Switzerland, is a world
leader in life sciences with core businesses in healthcare, agribusiness
and nutrition. The company was created by the merger of Sandoz and Ciba-
Geigy, the Swiss pharmaceutical companies.
Philips Electronics N.V., headquartered in Eindhoven, The Netherlands,
through subsidiaries, makes and distributes lighting products, consumer
electronics, software, medical systems for diagnosis and therapy and
other professional equipment, dies, molds, semiconductors and other
components. The company also distributes recorded music and engages in
other entertainment activities.
Roche Holding AG (ADR), headquartered in Batel, Switzerland, through
divisions, makes a variety of pharmaceuticals, vitamins and carotenoids;
develops and sells reagents and analytical systems; and makes fragrances
and flavors.
Royal Dutch Petroleum Company N.V., headquartered in The Hague, The
Netherlands, owns 60% of the Royal Dutch/Shell Group of companies. These
companies are involved in all phases of the petroleum industry from
exploration to final processing and delivery. The company has no
operations of its own and virtually the whole of its income is derived
from its 60% interest.
SAP AG (ADR), headquartered in Walldorf, Germany, is a multinational
software company which develops software, consults on organization and
application of software and trains users. The company also provides
products and services through subsidiaries, distributors and other
business partners worldwide.
SGS-THOMSON Microelectronics NV, headquartered in Saint Genis Pouilly,
France, designs, develops, manufactures and markets a broad range of
semiconductor integrated circuits (ICs) and discrete devices used in a
wide variety of microelectronic applications, including
telecommunications systems, computer systems, consumer products and
industrial automation and control systems.
Siemens AG (ADR), headquartered in Munich, Germany, provides industrial
and building systems, drives and standard products, automation systems,
power generation and transmission products, healthcare products,
communications systems, lighting products, transportation systems,
information technology products, and electromechanical components.
Page 26
SmithKline Beecham (ADR), headquartered in Middlesex, England, through
subsidiaries, develops, makes and markets human pharmaceuticals, over-
the-counter medicines, consumer healthcare products and clinical
laboratory testing services.
Sony Corporation (ADR), headquartered in Tokyo, Japan, develops, makes,
markets and sells a broad range of electronic equipment and devices,
including video and audio equipment and televisions; and produces,
makes, markets and distributes music, motion pictures and television
programs throughout the world.
Telefonica de Espana SA (ADR), headquartered in Madrid, Spain, is the
exclusive supplier of voice telephone services in Spain under a contract
with the Spanish State. The company is also the largest Spanish mobile
communications operator in Spain; a leading telecommunications operator
in Latin America; and the world's second largest owner of submarine
cables.
Total SA (ADR), headquartered in Paris, France, makes rubber-based
products and specialty chemicals; explores for and produces crude oil
and natural gas; and refines and markets petroleum products.
Unilever N.V., headquartered in Rotterdam, The Netherlands, with
Unilever Plc makes and markets branded and packaged consumer goods,
mainly foods, beverages, detergents and personal products. Other
operations include specialty chemicals, textiles, power applications and
investment in breweries.
YPF Sociedad Anonima (ADR), headquartered in Buenos Aires, Argentina,
with subsidiaries, explores for, develops and produces oil and natural
gas in Argentina, Bolivia, Ecuador, Indonesia, the United States and
Venezuela. The company refines, markets, transports and distributes oil
and a broad range of petroleum products, petroleum derivatives,
petrochemicals and liquid petroleum gas.
What are the Equity Securities Selected for Energy Growth Trust, Series 3?
OIL AND GAS - DRILLING
Diamond Offshore Drilling, headquartered in Houston, Texas, performs
contract drilling of offshore oil and gas wells. The company operates a
fleet of mobile offshore drilling rigs, including semisubmersible rigs,
deployed in Australia, the Black Sea, the Gulf of Mexico, the North Sea,
South America and Southeast Asia.
Ensco International Inc., headquartered in Dallas, Texas, conducts
contract drilling and marine transportation services for the oil and gas
industry in the Gulf of Mexico, the North Sea and Venezuela.
Falcon Drilling Company, Inc., headquartered in Houston, Texas, provides
contract drilling and workover services for the domestic and
international oil and gas industry. The company owns and operates the
largest fleet of barge drilling rigs in the world and the largest fleet
of mat-supported offshore drilling rigs in the U.S. Gulf of Mexico.
Global Marine, Inc., headquartered in Houston, Texas, conducts contract
drilling for oil and gas in offshore areas using jackup drilling rigs,
drillships, semisubmersible drilling rigs and a drilling system,
provides offshore drilling management services and engages in oil and
gas exploration, development and production.
Nabors Industries Inc., headquartered in Houston, Texas, operates the
largest land oil and gas drilling contract business in the world. The
company also provides oilfield management, engineering, transportation,
construction, maintenance, support services and offshore drilling
services in the major offshore markets.
Noble Drilling Corporation, headquartered in Houston, Texas, provides
contract drilling of oil and gas wells for others, including offshore
and land drilling services, turnkey drilling services and engineering
and production management services.
Rowan Companies, Inc., headquartered in Houston, Texas, operates oil and
gas drilling rigs worldwide as well as a fleet of helicopters and fixed-
wing aircraft. The company also operates a mini-steel mill that recycles
scrap and produces alloy steel and steel plate, produces heavy equipment
and operates a marine rig construction yard.
Transocean Offshore Inc., headquartered in Houston, Texas, provides
contract drilling of oil and gas wells in offshore areas throughout the
world and provides related services, including well engineering and
planning, platform drilling, well intervention, engineering and
construction services.
Page 27
OIL AND GAS - EXPLORATION AND PRODUCTION
Noble Affiliates, Inc., headquartered in Ardmore, Oklahoma, through
subsidiaries, explores for, develops and markets oil and gas in the
United States including the Gulf of Mexico, as well as internationally,
mainly in the U.K. sector of the North Sea, Argentina, Canada and
Equatorial Guinea. The company also markets oil and natural gas for
itself and others.
Nuevo Energy Company, headquartered in Houston, Texas, explores and
produces oil and natural gas properties mainly in Alabama, California,
the Gulf of Mexico, Mississippi, Nevada, Texas and the Republic of Congo
in West Africa and owns and operates gas plants, pipeline facilities and
other oil and gas related assets.
OIL - FIELD SERVICES
BJ Services Co., headquartered in Houston, Texas, provides well
cementing and stimulation services used in the completion of new oil and
gas wells and in remedial work on existing wells, both offshore and
onshore.
Global Industries, Ltd., headquartered in Lafayette, Louisiana, provides
pipeline construction, platform installation and removal and diving
services, mainly to the offshore oil and gas industry in the U.S. Gulf
of Mexico. The company also transports oilfield equipment and pipe; and
offers well control services worldwide.
Schlumberger Industries, Inc., headquartered in New York, New York,
through subsidiaries, provides oilfield services to the petroleum
industry, including measurement of physical properties of underground
formations, well testing, pressure measurements, perforating, completion
and workover services, reservoir evaluation and data services.
Tidewater Inc., headquartered in New Orleans, Louisiana, through
divisions, provides support services to the international offshore
petroleum industry through a large fleet of vessels operating on a
worldwide basis, and natural gas and air compression equipment and
services to the energy industry, mainly in the United States.
Tuboscope Inc., headquartered in Houston, Texas, provides oilfield
tubular coating and inspection services, oilfield solids control
services and coiled tubing equipment to the international petroleum
industry. The company also supplies inspection equipment to
manufacturers of tubular goods. The company markets its services in 54
countries.
Veritas DGC Inc., headquartered in Houston, Texas, provides seismic data
acquisition, data processing, multi-client data surveys and information
services to the oil and gas industry in selected markets worldwide to
the petroleum industry.
Weatherford Enterra, Inc., headquartered in Houston, Texas, through
subsidiaries, provides a variety of services and equipment to the
exploration, production and transmission sectors of the oil and gas
industry, operating in virtually every oil and gas exploration and
production region in the world.
OIL - INTEGRATED
British Petroleum Plc (ADR), headquartered in London, England, one of
the world's largest petroleum and petrochemical groups, produces,
transports, refines and markets crude oil, natural gas and related
products; and makes and markets petrochemicals and related products. The
company also operates tankers for its own use and for third parties.
Mobil Corporation, headquartered in Fairfax, Virginia, produces,
transports, refines and markets petroleum, natural gas and related
products and makes and markets chemicals.
Royal Dutch Petroleum Company N.V., headquartered in The Hague, The
Netherlands, owns 60% of the Royal Dutch/Shell Group of companies. These
companies are involved in all phases of the petroleum industry from
exploration to final processing and delivery. The company has no
operations of its own and virtually the whole of its income is derived
from its 60% interest.
Total SA (ADR), headquartered in Paris, France, makes rubber-based
products and specialty chemicals; explores for and produces crude oil
and natural gas; and refines and markets petroleum products.
USX-Marathon Corporation, headquartered in Pittsburgh, Pennsylvania,
explores for, produces, refines, distributes and markets crude oil,
natural gas and petroleum products.
Page 28
YPF Socied Anonima (ADR), headquartered in Buenos Aires, Argentina, with
subsidiaries, explores for, develops and produces oil and natural gas in
Argentina, Bolivia, Ecuador, Indonesia, the United States and Venezuela.
The company refines, markets, transports and distributes oil and a broad
range of petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas.
OIL - REFINING AND MARKETING
Giant Industries, Inc., headquartered in Scottsdale, Arizona, owns and
operates a refinery near Gallup, New Mexico, which produces gasoline,
diesel fuel and jet fuel; and is equipped to produce a gasoline slate
that is 100% unleaded. The company also transports crude oil and natural
gas.
Tosco Corporation, headquartered in Stamford, Connecticut, with
subsidiaries, refines crude oil and other feedstocks into petroleum
products including gasoline, diesel, jet fuel and heating oil through
three refineries in California, New Jersey and Washington; sells
gasoline and distillates wholesale; sells gasoline through 3,900 retail
locations; and owns interests in oil shale properties.
What are the Equity Securities Selected for Internet Growth Trust,
Series 3?
ACCESS/INFORMATION PROVIDERS
America Online, Inc., headquartered in Dulles, Virginia, provides online
services to consumers in the United States, Canada and Europe, offering
subscribers a wide variety of services, including electronic mail,
conferencing, news, sports, Internet access, entertainment, weather,
stock quotes, software, computing support and online classes.
First Data Corporation, headquartered in Hackensack, New Jersey,
provides processing services to issuers of VISA and MasterCard, payment
instrument processing services to institutions and consumers, telephone
and information processing services, shareholder services, information
systems and data processing.
WorldCom, Inc. (Class A), headquartered in Jackson, Mississippi, through
subsidiaries, provides long distance and local products, 800 services,
calling cards, domestic and international private lines, broadband data
services, debit cards, conference calling, fax and data connections and
interconnection to Internet service providers.
COMMUNICATIONS EQUIPMENT
ADC Telecommunications, Inc., headquartered in Minnetonka, Minnesota,
designs, makes and markets transmission, enterprise networking systems
and connectivity products for use in fiber optic, twisted pair, coaxial
and wireless broadband networks. Products employ fiber optic, hybrid
fiber coax, wireless and traditional copper-based technologies.
Lucent Technologies, Inc., headquartered in Murray Hill, New Jersey, is
one of the world's leading designers, developers and manufacturers of
telecommunications systems, software and products and is a leading
global marketer of business communications systems and computers.
PairGain Technologies, Inc., headquartered in Tustin, California,
designs, manufactures, markets and supports products that allow
telecommunications carriers and private networks to more efficiently
provide high speed digital service to end-users over the large existing
infrastructure of unconditioned copper wires. This service, typically
delivered over T1 lines in North America and E1 lines in international
markets, enables high speed data transmission for applications such as
wide area networking and video teleconferencing.
Tellabs, Inc., headquartered in Lisle, Illinois, designs, makes and
services voice and data transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular and other wireless service providers, cable
operators, government agencies, utilities and business end-users.
COMPUTER NETWORKING
Ascend Communications, Inc., headquartered in Alameda, California,
develops, makes, markets, sells and supports a broad range of high-speed
digital wide area network access products that enable the company's
customers to build Internet access systems, extensions and enhancements
to corporate backbone networks, and videoconferencing and multimedia
access facilities. Internet access systems consist of point-of-presence
Page 29
(POP) termination equipment for Internet service providers (ISPs) and
remote site Internet access equipment for Internet subscribers.
Bay Networks, Inc., headquartered in Santa Clara, California, develops,
makes, markets and supports a line of data networking products and
services which enable end users to build or enhance their data network
systems.
3Com Corporation, headquartered in Santa Clara, California, designs,
makes, markets and supports a wide range of global data networking
computer systems based on industry standards and an open systems
architecture. The company also offers integrated services, digital
network adapters, internet-working products and integrated digital
remote access systems.
Cisco Systems, Inc., headquartered in San Jose, California, develops,
makes, sells and supports high performance internet-working systems that
link geographically dispersed local-area and wide-area networks to form
a single, seamless information infrastructure.
Newbridge Networks Corporation, headquartered in Ontario, Canada,
designs, makes, markets and services a comprehensive desktop-to-desktop
family of networking products and systems that enables customers in more
than 100 countries to access the power of multimedia communications.
COMPUTERS
Compaq Computer Corporation, headquartered in Houston, Texas, makes and
markets desktop personal computers, portable computers, workstations,
communications products and tower PC servers and peripheral products
that store and manage data in network environments. Products are
marketed mainly to business, home, government and education customers.
Products are sold directly to full-service computer specialty dealers
for resale to end-users.
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of personal
computers, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications, including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, solid state components and instrumentation for
chemical analysis.
Sun Microsystems, Inc., headquartered in Mountain View, California,
supplies network computing products, including workstations, servers,
software, microprocessors and a full range of services and support. The
company's software utilizes the UNIX operating system.
SEMICONDUCTORS
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.
Smart Modular Technologies, Inc., headquartered in Fremont, California,
designs, makes and markets memory modules, personal computer card
products and embedded processor modules primarily to leading original
equipment manufacturers in the computer, networking and
telecommunications industries.
SOFTWARE
BMC Software, Inc., headquartered in Houston, Texas, develops, markets
and supports standard systems software products to enhance IBM's
mainframe database management, network management and data
communications software systems.
Computer Associates International, Inc., headquartered in Islandia, New
York, designs, develops, markets and supports standardized computer
software products for mainframe, midrange and desktop computers from
various hardware manufacturers including IBM, Data General, Digital
Equipment Corp., Hewlett-Packard, Sun Microsystems, Tandem and Compaq.
McAfee Associates, Inc., headquartered in Santa Clara, California,
develops, markets, distributes and supports network security and
management software products including anti-virus protection as well as
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client/server network management tools.
Microsoft Corporation, headquartered in Redmond, Washington, makes,
sells and licenses software products, including operating systems,
server applications, business and consumer products, Internet software
technologies and development tools. The company also markets personal
computer books and input devices and researches and develops software
technologies. The company is divided into four groups: the Platforms
Product Group, the Applications and Content Product Group, the Sales and
Support Group and the Operations Group.
Netscape Communications Corporation, headquartered in Mountain View,
California, provides open client and server, commercial applications and
development tools that link people and information over the Internet and
private transmission control protocol/Internet Protocol networks. Using
the company's software, organizations can extend their internal
information systems and enterprise applications to geographically
dispersed facilities, including remote offices and mobile employees. In
addition, the company's products allow individuals and organizations to
execute transactions across the Internet, such as the buying and selling
of information, software, merchandise and publications.
Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management, network products,
application development, business intelligence productivity tools and
client server business applications.
PeopleSoft, Inc., headquartered in Pleasanton, California, develops
PeopleSoft Human Resource Management System, PeopleSoft Financials,
PeopleSoft Distribution and PeopleSoft Financials for Public Sector
software products which are portable and scaleable families of cross-
industry client/server enterprise-wide applications for use throughout
companies.
What are the Equity Securities Selected for Investment Services Growth
Trust, Series 2?
Advest Group, Inc., headquartered in Hartford, Connecticut, through
subsidiaries, offers diverse financial services, mainly in securities-
related areas. The company holds memberships on the New York Stock
Exchange, American Stock Exchange, as well as other leading exchanges
and is registered with the Commodity Futures Trading Commission.
Bear Stearns Companies, Inc., headquartered in New York, New York,
through subsidiaries, provides investment banking, securities trading
and brokerage services to corporations, governments and institutional
and individual investors worldwide.
Donaldson, Lufkin & Jenrette, Inc., headquartered in New York, New York,
provides securities underwriting, sales, trading, merchant banking,
financial advisory services, investment research, correspondent
brokerage services and asset management to institutional, corporate,
governmental and individual clients.
E Trade Group, Inc., headquartered in Palo Alto, California, provides
online discount brokerage services using its proprietary processing
technology. Services include automated order placement, portfolio
tracking, related market information, news and other information. The
company offers its services through the Internet, online service
providers, direct modem access, touch-tone telephone and interactive
television.
Eaton Vance Corporation (Class A), headquartered in Boston,
Massachusetts, through subsidiaries, provides investment advisory and
administration services to mutual funds, institutional accounts and
individuals, markets mutual funds and holds various investment
properties and interests in oil and gas properties.
A.G. Edwards, Inc., headquartered in St. Louis, Missouri, through
subsidiaries, provides securities, commodities brokerage, asset
management, insurance, trust, investment banking and other related
financial services to individual, corporate, governmental and
institutional clients. Revenues are derived mainly from commissions,
asset management, service fees, principal transactions, investment
banking and interest.
EVEREN Capital Corporation, headquartered in Chicago, Illinois, through
EVEREN Securities, Inc., provides full-service, retail-oriented
securities brokerage operations with a distribution force of over 1,100
retail registered representatives located in 140 branch offices in 27
states.
Page 31
Franklin Resources, Inc., headquartered in San Mateo, California,
through subsidiaries, provides investment management, marketing,
distribution, transfer agency and administrative services to open-end
investment companies, managed and institutional accounts, and provides
investment management and related services to closed-end investment
companies.
Hambrecht & Quist Group, headquartered in San Francisco, California,
provides investment banking services with a focus on emerging growth
companies and growth oriented investors. The company helps raise equity
capital and provides financial advice to emerging growth companies
within its areas of focus.
Interra Financial, Inc., headquartered in Minneapolis, Minnesota,
through subsidiaries, provides investment banking, securities brokerage
and money management services.
Investment Technology Group, Inc., headquartered in New York, New York,
provides automated equity trading services and transaction research to
institutional investors and brokers. Main services are POSIT, an
electronic stock crossing system and QuantEX, a decision support and
execution system with integrated trade analysis, routing and management
capabilities.
Jeffries Group, Inc., headquartered in Los Angeles, California, through
subsidiaries, provides equity securities brokerage and trading services,
automated securities trade execution and analysis services and performs
execution services.
Legg Mason, Wood, Walker, Inc., headquartered in Baltimore, Maryland,
through subsidiaries, provides securities brokerage and trading,
investment of mutual funds, individual and institutional accounts,
investment banking for corporations and municipalities, insurance and
annuity products, commercial mortgage banking and other financial
services.
Lehman Brothers Holdings, Inc., headquartered in New York, New York,
through wholly-owned Lehman Brothers Inc., provides securities
underwriting, financial advisory and investment and merchant banking
services, securities and commodities trading as principal and agent, and
asset management to institutional, corporate, government and high net
worth individual clients throughout the United States and the world.
McDonald & Company Investments, Inc., headquartered in Cleveland, Ohio,
through wholly-owned McDonald & Co. Securities, Inc., operates a
regional investment banking, investment advisory and brokerage business
through 42 sales offices in California, Florida, Georgia, Illinois,
Indiana, Kentucky, Massachusetts, Michigan, New Jersey, Ohio, South
Carolina and Texas. The company also provides personal trust services.
Merrill Lynch & Company, Inc., headquartered in New York, New York,
through subsidiaries, provides brokerage, trading, underwriting,
investment banking, corporate finance advisory services, asset
management, trading of foreign exchange instruments, futures,
commodities, derivatives, securities clearance services, banking, trust,
lending and insurance services.
Morgan Keegan, Inc., headquartered in Memphis, Tennessee, through wholly-
owned Morgan Keegan & Co., Inc., operates as a regional securities
broker/dealer serving institutional clients throughout the United States
and other countries as well as retail customers in the southeastern
United States.
Morgan Stanley, Dean Witter, Discover and Co., headquartered in New
York, New York, issues, markets and services the Discover Card, a
proprietary general purpose credit and financial services card designed
to appeal to the value-conscious consumer and provides a broad range of
investment products, with primary focus on individual customers.
Paine Webber Group, Inc., headquartered in New York, New York, through
wholly-owned PaineWebber Inc. and other subsidiaries, provides services
in connection with the purchase and sale of securities, option
contracts, commodities and financial futures contracts, direct
investments, selected insurance products, fixed income instruments and
mutual funds and conducts investment banking activities.
Piper Jaffray Companies, Inc., headquartered in Minneapolis, Minnesota,
through wholly-owned Piper Jaffray, Inc., operates as a broker/dealer in
listed and unlisted securities, including municipal bonds and as an
investment banker underwriting corporate and municipal securities and
selling mutual fund shares, U.S. Government securities and investment-
related insurance products. The company also acts as a broker of options
and futures contracts and provides other financial services.
T. Rowe Price Associates, Inc., headquartered in Baltimore, Maryland,
serves as investment adviser to the T. Rowe Price Mutual Funds, other
Page 32
sponsored investment products, institutional and individual private
accounts, and provides certain administrative and shareholder services
to the Price Funds and other mutual funds.
Raymond James Financial, Inc., headquartered in St. Petersburg, Florida,
through subsidiaries, provides investment and financial planning
products and services, including securities brokerage, investment
banking, asset management, banking and cash management, trust services
and life insurance.
Charles Schwab Corporation, headquartered in San Francisco, California,
through subsidiaries, provides discount securities brokerage and related
financial services and offers trade execution services for Nasdaq
securities to broker/dealers and institutional customers.
Southwest Securities Group, Inc., headquartered in Dallas, Texas with
subsidiaries, provides securities transaction processing and related
services to broker/dealers, securities brokerage and investment services
to individuals, investment banking services to municipal and corporate
clients, fixed income and equity securities trading, and asset
management and trust services.
Travelers Group, Inc., headquartered in New York, New York, through
subsidiaries, provides investment banking and securities brokerage
services, insurance services including life, accident, health, credit,
property and casualty insurance and consumer finance services.
What are the Equity Securities Selected for Retail Growth Trust, Series 2?
AutoZone, Inc., headquartered in Memphis, Tennessee, retails automotive
parts and accessories, primarily focusing on do-it-yourself consumers,
operating over 1,400 stores in 27 states, mainly located in the Sunbelt
and Midwest regions of the United States.
Barnes & Noble, Inc., headquartered in New York, New York, operates over
900 bookstores in 46 states, Washington, D.C. and Puerto Rico. The
company also publishes books under its Barnes & Noble Books imprint for
exclusive sale through retail stores and mail-order catalogs.
Bed Bath & Beyond, Inc., headquartered in Union, New Jersey, sells
domestic merchandise (bed linens, bath accessories and kitchen textiles)
and home furnishings (cookware, dinnerware, glassware and basic
housewares) through 86 stores in 22 states.
CompUSA, Inc., headquartered in Dallas, Texas, sells personal computer
hardware, software, accessories and related products through 106
computer superstores in 33 states. The company also provides direct
marketing to corporate, government, education and mail order customers
as well as training and technical services. In addition, the company
conducts mail order operations both through its stores and through
wholly-owned PCs Compleat, Inc.
Consolidated Stores Corporation, headquartered in Wilmington, Delaware,
buys and sells large quantities of close-out merchandise generally
obtained at a fraction of the initial wholesale price, as well as
currently promoted retail toys. The company's merchandise is comprised
of new, mainly brand name products, obtained from manufacturers' excess
inventories, overruns, packaging changes and discontinued goods.
Costco Companies, Inc., headquartered in Issaquah, Washington, operates
a chain of wholesale cash and carry membership warehouses that sell high
quality, nationally branded and selected private label merchandise at
low prices to businesses and individuals who are members of selected
employee groups.
Dayton Hudson Corporation, headquartered in Minneapolis, Minnesota,
operates 64 department stores under the names "Hudson's," "Marshall
Field's" and "Dayton's," 670 "Target" discount stores selling everyday
needs, apparel and recreational items and 295 retail stores under the
name "Mervyn's," selling mainly apparel and soft goods.
Dollar General Corporation, headquartered in Nashville, Tennessee, owns
and operates over 2,000 franchises and 10 retail general merchandise
stores in 24 states, located predominantly in the midwestern and
southeastern United States, operating under the name "Dollar General
Stores."
Federated Department Stores, Inc., headquartered in Cincinnati, Ohio,
operates over 400 department stores in 33 states under the
"Bloomingdale's," "The Bon Marche," "Burdines," "Macy's," "Lazarus,"
"Rich's," "Goldsmith's," and "Stern's" names. The company also operates
Page 33
153 specialty stores under the "Aeropostale" and "Charter Club" names.
Gap, Inc., headquartered in San Francisco, California, operates over
1,800 specialty retail stores in Canada, France, Germany, Japan, the
United States and the United Kingdom. The stores sell casual apparel,
shoes and other accessories for men, women and children under a variety
of brand names, including "Gap," "GapKids," "babyGap," "Banana Republic"
and "Old Navy Clothing Co."
Gucci Group N.V., headquartered in Rotterdam, The Netherlands, designs,
produces and distributes leather goods, shoes, ties, scarves, ready-to-
wear, watches, gifts, jewelry, eyewear and perfume. The company also
operates 65 stores around the world and sells products through 83
franchise stores, 74 duty-free boutiques and 376 department and
specialty stores.
Tommy Hilfiger Corporation, headquartered in Kowloon, Hong Kong, through
subsidiaries, designs, sources and markets designer men's sportswear and
boyswear, including woven and knit shirts, pants, sweaters, outerwear,
athletic wear, denim products and certain licensed products under the
Tommy Hilfiger trademark.
Home Depot, Inc., headquartered in Atlanta, Georgia, operates over 400
do-it-yourself warehouse stores which sell plumbing, heating, lighting
and electrical supplies, building materials, lumber, floor and wall
coverings, hardware, tools, paint and other products.
Kohl's Corporation, headquartered in Menomonee Falls, Wisconsin,
operates 145 family-oriented, specialty department stores primarily in
the Midwest which sell moderately priced apparel, shoes, accessories,
soft home products and housewares. The company's merchandise is targeted
to middle-income customers shopping for their families and homes.
Kroger Co., headquartered in Cincinnati, Ohio, operates over 1,300
supermarkets in 24 states, 819 convenience stores in 15 states and 37
food processing facilities which supply private label products to the
company's supermarkets.
Lowe's Companies, Inc., headquartered in North Wilkesboro, North
Carolina, through subsidiaries, operates 365 stores in 23 states which
sell building commodities, mill work, heating, cooling and water
systems, home decorating, illumination products, kitchens, bathrooms,
laundries, yard, patio and garden products and tools; home entertainment
products and special order products.
Nautica Enterprises, Inc., headquartered in New York, New York, through
subsidiaries, designs, sources and sells fine quality men's sportswear,
outerwear and activewear with a distinctive active outdoor image which
is sold through better department store chains and specialty stores.
Safeway, Inc., headquartered in Pleasanton, California, operates a chain
of over 1,000 conventional and superstore supermarkets under the name
"Safeway" in the United States and Canada. Stores offer broad lines of
nationally advertised, private label brands and unbranded products.
Sears, Roebuck and Co., headquartered in Hoffman Estates, Illinois,
operates a chain of over 800 retail stores in the United States, as well
as hardware superstores, auto supply and specialty stores.
St. John Knits, Inc., headquartered in Irvine, California, designs,
makes and markets women's clothing and accessories, sold mainly under
the St. John tradename. Products consist primarily of knitwear, designed
for year-round use and suitable for women's business, evening and casual
needs. The company operates 17 retail boutiques and five outlet stores
in the United States.
Staples, Inc., headquartered in Westborough, Massachusetts, operates
over 400 high volume office superstores throughout the United States and
Canada which provide office supplies, business machines, computer
products, office furniture and other business-related products.
Tiffany & Co., headquartered in New York, New York, retails, designs,
makes and distributes fine jewelry and gift items, including timepieces,
sterling silverware, china, crystal, stationery, leather goods, writing
instruments, fragrances, ties and scarves. Products are sold at retail
through stores in the United States, Europe and Asia.
The TJX Companies, Inc., headquartered in Framingham, Massachusetts,
through subsidiaries, operates over 500 T.J. Maxx stores, 496 Marshalls
stores, 52 Winners Apparel stores, 22 HomeGoods stores, and 9 T.K. Maxx
stores in the United States, Canada and the United Kingdom selling off-
price family apparel, accessories, domestics and giftware. The company
also sells women's wear through a mail order catalog.
Wal-Mart Stores, Inc., headquartered in Bentonville, Arkansas, operates
over 1,900 Wal-Mart retail discount department stores, 344 Wal-Mart
Page 34
Supercenters and 436 Sam's wholesale clubs in the United States and 314
units in Argentina, Brazil, Canada, Indonesia, Mexico, Peoples' Republic
of China and Puerto Rico.
Walgreen Company, headquartered in Deerfield, Illinois, operates a
nationwide chain of over 2,000 retail Walgreens drugstores in 34 states
and Puerto Rico. Merchandise sold includes prescription and
nonprescription drugs, general merchandise, cosmetics, toiletries,
liquor, beverages and tobacco products. The company also operates two
mail order facilities.
What are the Equity Securities Selected for Small-Cap Growth Trust,
Series 2?
Aames Financial Corporation, headquartered in Los Angeles, California, a
consumer finance concern, originates, purchases, sells and services home
equity mortgage loans secured by single family residences. The company
operates 74 offices located throughout the United States.
Applebee's International, Inc., headquartered in Overland Park, Kansas,
develops, franchises and operates a national chain of over 800
restaurants in 45 states, including Canada, Curacao, Germany and The
Netherlands under the name "Applebee's Neighborhood Grill & Bar." The
company also operates 30 "Rio Bravo Cantina" restaurants and four
specialty restaurants in 11 states.
Benchmark Electronics, Inc., headquartered in Angleton, Texas, assembles
printed circuit boards with computer-automated equipment using surface
mount and pin-through-hole interconnection technologies for customers
requiring low to medium volume assembly of high quality, technologically
complex printed circuit boards.
Billing Concepts Corporation, headquartered in San Antonio, Texas,
provides third-party billing clearinghouse and information management
services to the telecommunication industry.
BMC Industries, Inc., headquartered in Minneapolis, Minnesota, designs,
makes and sells aperture masks, precision etched metal products, printed
circuit boards and etched and filled glass products and also
manufactures and sells ophthalmic lenses made of glass, plastic and
polycarbonates.
Cavalier Homes, Inc., headquartered in Addison, Alabama, designs and
makes low-to-medium-priced manufactured homes sold through over 500
independent dealers operating in over 600 retail sales centers in more
than 30 states, mainly in the southeast, southwest and midwest regions
of the United States. Approximately 80% of revenues were generated from
sales in the core markets of Alabama, Georgia, Louisiana, Mississippi,
North Carolina, South Carolina, Tennessee and Texas.
Champion Enterprises, Inc., headquartered in Auburn Hills, Michigan,
through subsidiaries, makes manufactured homes and mid-size buses for
sale in the United States and Canada.
Coherent, Inc., headquartered in Santa Clara, California, develops and
makes over 150 laser, laser system, precision optics and component
products. The company operates in two major business segments: medical,
which serves the medical-surgical community and electro-optical, which
serves the needs of scientific and commercial customers.
Day Runner, Inc., headquartered in Irvine, California, develops, makes
and markets paper-based personal organizers for the retail market.
Products include paper-based personal organizers, loose-leaf and spiral
planners, related refills and accessories and other organizing products.
ENCAD, Inc., headquartered in San Diego, California, designs, makes and
markets wide-format, color inkjet printers to increase productivity of
computer applications requiring quality printed output. The company also
sells consumables and accessories, including specialty ink and media.
Excel Industries, Inc., headquartered in Elkhart, Indiana, produces
window, door and seating systems and injection molded plastic parts for
the North American automotive original equipment manufacturers and
appliances, window, door and seating systems and hardware products for
the recreational vehicle, mass transit and heavy truck industry.
Fair Isaac & Company, Inc., headquartered in San Rafael, California,
develops data management systems and services for the consumer credit,
personal lines insurance and direct marketing industries. The company
employs various tools, such as database enhancement software, predictive
modeling, adaptive control and systems automation to help its customers
make decisions.
Fresh America Corporation, headquartered in Dallas, Texas, operates
fresh produce departments in 369 Sam's Club membership warehouse clubs
in 36 states under a license agreement with Sam's Wholesale Club, a
division of Wal-Mart Stores, Inc.
Page 35
Gentex Corporation, headquartered in Zeeland, Michigan, designs, makes
and sells proprietary products employing electro-optical technology.
Product lines consist of automatic rearview mirrors for the automotive
industry and fire protection products for the commercial building
industry.
Giant Industries, Inc., headquartered in Scottsdale, Arizona, owns and
operates a refinery near Gallup, New Mexico, which produces gasoline,
diesel fuel and jet fuel; and is equipped to produce a gasoline slate
that is 100% unleaded. The company also transports crude oil and natural
gas.
Jack Henry & Associates, headquartered in Monett, Missouri, provides
integrated computer systems for in-house data processing to banks and
other financial institutions. The company also installs software,
performs data conversion, customizes software for the implementation of
its systems and provides customer support services after the systems are
installed.
Innovex, Inc., headquartered in Hopkins, Minnesota, develops and makes
components, mainly lead wire assemblies, for the disk drive industry,
pacemaker lead wires, other medical devices, flexible circuits and
chemically etched parts for the medical and computer industries and
software for document storage retrieval and management.
Investment Technology Group, Inc., headquartered in New York, New York,
provides automated equity trading services and transaction research to
institutional investors and brokers. Main services are POSIT, an
electronic stock crossing system and QuantEX, a decision support and
execution system with integrated trade analysis, routing and management
capabilities.
MICROS Systems, Inc., headquartered in Beltsville, Maryland, designs,
makes, supplies and services point-of-sale systems, property management
systems and central reservation systems software for hospitality
providers.
Medical Resources, Inc., headquartered in Hackensack, New Jersey,
operates 37 outpatient diagnostic imaging centers which provide network
management services to managed care organizations. The company also
provides temporary healthcare staffing to acute and sub-acute care
facilities nationwide.
Merrill Corporation, headquartered in St. Paul, Minnesota, provides on
demand, 24-hour-a-day typesetting, printing, management and
reproduction, distribution and marketing communication services to
financial, legal and corporate markets.
MicroAge, Inc., headquartered in Tempe, Arizona, distributes and
integrates information technology products and services through and in
partnership with, a network of resellers, including 13 company-owned
resellers.
Mueller Industries, Inc., headquartered in Memphis, Tennessee, through
subsidiaries, makes and sells copper tube and fittings, brass and copper
alloy rods, bars and shapes, aluminum and brass forgings, aluminum and
copper impact extrusions, plastic fittings and valves, refrigeration,
driers and flare fittings, mines gold, hauls coal, and operates a railway.
NCI Building Systems, Inc., headquartered in Houston, Texas, designs,
makes and markets pre-engineered metal building systems and components
for commercial, industrial, agricultural and community service uses,
overhead doors, self-storage buildings, metal home framing systems and
components. Metal building systems include primary and secondary
structural framing, roof and siding panels. The company markets its
products through its authorized builder networks, direct sales to
contractors and private label sales to certain large builders.
Nature's Sunshine Products, Inc., headquartered in Provo, Utah, makes
and markets nutritional and personal care products. Nutritional products
include herbs, beverages, vitamins, mineral and food supplements and a
line of homeopathic remedies. Personal care products include natural
skin, hair and beauty care products.
Oriental Financial Group, headquartered in San Juan, Puerto Rico,
through wholly-owned Oriental Bank & Trust, conducts a commercial
banking business through 16 banking offices throughout the greater
metropolitan area of San Juan, Mayaguez, Arecibo and Ponce, Puerto Rico.
Pomeroy Computer Resources, headquartered in Hebron, Kentucky, sells a
broad range of microcomputers and related products, provides
professional services ranging from basic equipment selection and
Page 36
procurement, to complex network design, integration and system support.
Regal Cinemas, Inc., headquartered in Knoxville, Tennessee, operates 128
multi-screen motion picture theatres in the eastern United States. The
company intends to develop new theatres in existing and target markets,
add screens to existing theatres, acquire theatres and develop
complementary theatre concepts.
Rent-Way, Inc., headquartered in Erie, Pennsylvania, operates 108 rental-
purchase stores in 11 states and Washington, D.C., which rent household
products, such as television sets, video recorders and cameras, stereos,
major appliances, jewelry, and furniture, on a week-to-week or month-to-
month basis with an option to purchase.
Republic Group, Inc., headquartered in Hutchinson, Kansas, manufactures
and sells 100% recycled paperboard, reclaimed paper fiber and gypsum
wallboard.
Rotech Medical Corporation, headquartered in Orlando, Florida, provides
home healthcare products and services, including respiratory therapy
equipment, convalescent medical equipment, home infusion therapy
products and operates primary care physician practices. The company
operates 366 home healthcare locations and 24 primary care physician
practices.
SPSS, Inc., headquartered in Chicago, Illinois, develops, markets and
supports an integrated line of statistical software products and
services that enable users to effectively bring marketplace and
enterprise data to bear on decision making. Main users of the company's
software are managers and data analysts in corporate settings,
government agencies and academic institutions.
Special Devices, Inc., headquartered in Newhall, California, designs and
makes pyrotechnic devices used by the automotive industry as initiators
in airbag systems and by the aerospace industry, mainly in tactile
missile systems, propellants, explosives and military aircraft crew
ejection systems.
Sport-Haley, Inc., headquartered in Denver, Colorado, designs, contracts
for the manufacture of and markets, under the "Haley" label, golf and
active sportswear apparel mainly consisting of men's and women's cotton
shirts, pullovers, vests, shorts, sweaters, jackets, visors and pants.
St. John Knits, Inc., headquartered in Irvine, California, designs,
makes and markets women's clothing and accessories, sold mainly under
the "St. John" tradename. Products consist primarily of knitwear,
designed for year-round use and suitable for women's business, evening
and casual needs. The company operates 17 retail boutiques and five
outlet stores in the United States.
Toll Brothers, Inc., headquartered in Huntingdon Valley, Pennsylvania,
designs, builds, markets and finances single family detached and
attached homes in middle- and high-income residential communities. The
company develops in suburban residential areas and provides financing to
customers.
UniFirst Corporation, headquartered in Wilmington, Massachusetts, rents,
cleans and delivers industrial employment uniforms and protective
clothing to a variety of manufacturers, retailers and service companies,
decontaminates and cleans work clothes that may have been exposed to
radioactive materials and makes work shirts and pants.
United Stationers, Inc., headquartered in Des Plaines, Illinois, through
subsidiaries, distributes traditional office products, computers
supplies, office furniture and facilities and maintenance supplies.
Universal Forest Products, headquartered in Grand Rapids, Michigan,
through subsidiaries, makes, treats and distributes lumber products for
the do-it-yourself, manufactured housing, wholesale lumber and
industrial markets. Principal products include pressure-treated wood,
engineered roof trusses, dimension lumber and value-added lumber
products, including lattice, fence panels, deck components and kits for
various outdoor products sold under the company's "PRO-WOOD," "Deck
Necessities," "Lattice Basics," "Fence Fundamentals" and "Outdoor
Essentials" trademarks.
World Fuel Services Corporation, headquartered in Miami Springs,
Florida, through subsidiaries, provides aviation and marine fueling
services and recycles non-hazardous used oil.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before making
a decision to invest in the Trusts.
The value of the Equity Securities will fluctuate over the life of a
Trust and may be more or less than the price at which they were
deposited in such Trust. The Equity Securities may appreciate or
Page 37
depreciate in value (or pay dividends) depending on the full range of
economic and market influences affecting these securities.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any Security. In the event of a notice
that any Equity Security will not be delivered ("Failed Contract
Obligations") to a Trust, the Sponsor is authorized under the Indenture
to direct the Trustee to acquire other Equity Securities ("Replacement
Securities"). Any Replacement Security will be identical to those which
were the subject of the failed contract. The Replacement Securities must
be purchased within 20 days after delivery of the notice of a failed
contract and the purchase price may not exceed the amount of funds
reserved for the purchase of the Failed Contract Obligations.
If the right of limited substitution described in the preceding
paragraph is not utilized to acquire Replacement Securities in the event
of a failed contract, the Sponsor will refund the sales charge
attributable to such Failed Contract Obligations to all Unit holders of
a Trust and the Trustee will distribute the principal attributable to
such Failed Contract Obligations not more than 120 days after the date
on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in a Trust. In addition,
Unit holders should be aware that, at the time of receipt of such
principal, they may not be able to reinvest such proceeds in other
securities at a yield equal to or in excess of the yield which such
proceeds would have earned for Unit holders of a Trust.
The Indenture also authorizes the Sponsor to increase the size of a
Trust and the number of Units thereof by the deposit of additional
Equity Securities, or cash (including a letter of credit) with
instructions to purchase additional Equity Securities, in such Trust and
the issuance of a corresponding number of additional Units. If the
Sponsor deposits cash, existing and new investors could experience a
dilution of their investments and a reduction in anticipated income
because of fluctuations in the prices of the Equity Securities between
the time of the cash deposit and the actual purchase of the Equity
Securities and because the Trusts will pay the brokerage fees associated
therewith.
Each Trust consists of the Equity Securities listed under "Schedule of
Investments" for each Trust (or contracts to purchase such Securities)
as may continue to be held from time to time in such Trust and any
additional Equity Securities acquired and held by such Trust pursuant to
the provisions of the Indenture (including provisions with respect to
deposits into such Trust of Equity Securities in connection with the
issuance of additional Units).
Once all of the Equity Securities in a Trust are acquired, the Trustee
will have no power to vary the investments of such Trust, i.e., the
Trustee will have no managerial power to take advantage of market
variations to improve a Unit holder's investment, and may dispose of
Equity Securities only under limited circumstances. See "How May Equity
Securities be Removed from a Trust?"
To the best of the Sponsor's knowledge, there is no litigation pending
as of the Initial Date of Deposit in respect of any Equity Security
which might reasonably be expected to have a material adverse effect on
a Trust. At any time after the Initial Date of Deposit, litigation may
be instituted on a variety of grounds with respect to the Equity
Securities. The Sponsor is unable to predict whether any such litigation
will be instituted, or if instituted, whether such litigation might have
a material adverse effect on a Trust.
Legislation. From time to time Congress considers proposals to reduce
the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return
to investors who can take advantage of the deduction. Unit holders are
urged to consult their own tax advisors. Further, at any time after the
Initial Date of Deposit, legislation may be enacted that could
negatively affect the Equity Securities in the Trust or the issuers of
the Equity Securities. Changing approaches to regulation, particularly
with respect to the environment or with respect to the petroleum
industry, may have a negative impact on certain companies represented in
the Trust. There can be no assurance that future legislation, regulation
or deregulation will not have a material adverse effect on the Trust or
will not impair the ability of the issuers of the Equity Securities to
achieve their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
underlying value of the Equity Securities in a Trust (generally
Page 38
determined by the closing sale prices of listed Equity Securities and
the ask prices of over-the-counter traded Equity Securities), plus or
minus cash, if any, in the Income and Capital Accounts of a Trust, plus
an initial sales charge equal to the difference between the maximum
sales charge of 4.5% of the Public Offering Price and the maximum
remaining deferred sales charge, initially $.350 per Unit. Commencing on
May 29, 1998, and on the last business day of each month thereafter,
through September 30, 1998, a deferred sales charge of $.07 will be
assessed per Unit per month. Units purchased subsequent to the initial
deferred sales charge payment but still during the initial offering
period will be subject to the initial sales charge and the remaining
deferred sales charge payments not yet collected. The deferred sales
charge will be paid from funds in the Income and/or Capital Accounts, if
sufficient, or from the periodic sale of Equity Securities. The total
maximum sales charge assessed to Unit holders on a per Unit basis will
be 4.5% of the Public Offering Price (equivalent to 4.545% of the net
amount invested, exclusive of the deferred sales charge) subject to
reduction beginning October 31, 1998.
During the initial offering period, the Sponsor's Repurchase Price is
based on the aggregate underlying value of the Equity Securities in a
Trust (generally determined by the closing sale prices of listed Equity
Securities and the ask prices of over-the-counter traded Equity
Securities), plus or minus cash, if any, in the Income and Capital
Accounts of a Trust divided by the number of Units of a Trust
outstanding. For secondary market sales after the completion of the
deferred sales charge period, the Public Offering Price is also based on
the aggregate underlying value of the Equity Securities in a Trust
(generally determined by the closing sale prices of listed Equity
Securities and the bid prices of over-the-counter traded Equity
Securities), plus or minus cash, if any, in the Income and Capital
Accounts of a Trust, plus a one-time initial sales charge of 4.5% of the
Public Offering Price (equivalent to 4.712% of the net amount invested)
divided by the number of outstanding Units of a Trust and will be
reduced by 1/2 of 1% on each subsequent October 31, commencing October
31, 1998 to a minimum sales charge of 3.0%.
The minimum amount which an investor may purchase of a Trust is $1,000.
The applicable sales charge for the Trusts for both primary and
secondary market sales is reduced by a discount as indicated below for
aggregate volume purchases of the Trusts (except for sales made pursuant
to a "wrap fee account" or similar arrangements as set forth below):
<TABLE>
<CAPTION>
Primary and Secondary
_____________________
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
<S> <C> <C>
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
___________
<FN>
*The breakpoint sales charges are also applied on a Unit basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
</FN>
</TABLE>
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. An investor may aggregate purchases of Units of Trusts contained
in this Prospectus and other trusts sponsored by Nike Securities L.P.
which are currently in the initial offering period and which have
substantially the same sales load and years to maturity as the Trusts
for purposes of qualifying for volume purchase discounts listed above.
Additionally, Units purchased in the name of the spouse of a purchaser
Page 39
or in the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales charge,
to be additional purchases by the purchaser. The reduced sales charges
will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account. The
purchaser must inform the broker/dealer, bank or other selling agent of
any such combined purchase prior to the sale in order to obtain the
indicated discount. Unit holders of other unit investment trusts in
which the Sponsor acted as sole Principal Underwriter and which at the
time of their creation had an estimated life of at least five years may
utilize their termination proceeds from such trusts to purchase Units of
Trusts included in this Prospectus subject only to the remaining
deferred sales charge to be collected on such Units. In addition, with
respect to the employees, officers and directors (including their
immediate family members, defined as spouses, children, grandchildren,
parents, grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-
law and daughters-in-law, and trustees, custodians or fiduciaries for
the benefit of such persons) of the Sponsor and broker/dealers, banks or
other selling agents and their subsidiaries and vendors providing
services to the Sponsor, Units may be purchased at the Public Offering
Price less the concession the Sponsor typically allows to dealers and
other selling agents.
Units may be purchased in the primary or secondary market at the Public
Offering Price less the concession the Sponsor typically allows to
dealers and other selling agents for purchases (see "Public Offering-How
are Units Distributed?") by investors who purchase Units through
registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees
for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment
of an investment account for which a comprehensive "wrap fee" charge is
imposed.
Had the Units of the Trusts been available for sale on the business day
prior to the Initial Date of Deposit, the Public Offering Price would
have been as indicated in "Summary of Essential Information." The Public
Offering Price of Units on the date of the prospectus or during the
initial offering period may vary from the amount stated under "Summary
of Essential Information" in accordance with fluctuations in the prices
of the underlying Equity Securities. During the initial offering period,
the aggregate value of the Units of a Trust shall be determined on the
basis of the aggregate underlying value of the Equity Securities therein
plus or minus cash, if any, in the Income and Capital Accounts of a
Trust. The aggregate underlying value of the Equity Securities during
the initial offering period will be determined in the following manner:
if the Equity Securities are listed, this evaluation is generally based
on the closing sale prices on that exchange (unless it is determined
that these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange, at the closing ask
prices. If the Equity 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 current ask prices on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are
unavailable, the evaluation is generally determined (a) on the basis of
current ask prices for comparable securities, (b) by appraising the
value of the Equity Securities on the ask side of the market or (c) by
any combination of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the aggregate underlying
value of the Equity Securities therein, plus or minus cash, if any, in
the Income and Capital Accounts of a Trust plus the applicable sales
charge. The aggregate underlying value of the Equity Securities for
secondary market sales is calculated in the same manner as described
above for sales made during the initial offering period with the
exception that bid prices are used instead of ask prices.
Although payment is normally made three business days following the
order for purchase (the "date of settlement"), payment may be made prior
thereto. A person will become owner of the Units on the date of
settlement provided payment has been received. Cash, if any, made
available to the Sponsor prior to the date of settlement for the
purchase of Units may be used in the Sponsor's business and may be
deemed to be a benefit to the Sponsor, subject to the limitations of the
Securities Exchange Act of 1934. Delivery of Certificates representing
Units so ordered will be made three business days following such order
or shortly thereafter. See "Rights of Unit Holders-How May Units be
Redeemed?" for information regarding the ability to redeem Units ordered
for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the Initial
Date of Deposit and (ii) for additional Units issued after such date as
additional Equity Securities or cash are deposited by the Sponsor, Units
will be distributed to the public at the then current Public Offering
Page 40
Price. The initial offering period may be up to approximately 360 days.
During such period, the Sponsor may deposit additional Equity Securities
or cash in a Trust and create additional Units. Units reacquired by the
Sponsor during the initial offering period (at prices based upon the
aggregate underlying value of the Equity Securities in a Trust plus or
minus a pro rata share of cash, if any in the Income and Capital
Accounts of such Trust) may be resold at the then current Public
Offering Price. Upon the termination of the initial offering period,
unsold Units created or reacquired during the initial offering period
will be sold or resold at the then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in the
secondary market (see "Will There be a Secondary Market?") may be
offered by this prospectus at the secondary market public offering price
determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales initially will be made to dealers and
other selling agents at prices which represent a concession or agency
commission of 3.2% of the Public Offering Price, and, for secondary
market sales, 3.2% of the Public Offering Price (or 65% of the then
current maximum sales charge after October 31, 1998). Dealers and other
selling agents will be allowed volume concessions or agency commissions
during the primary and secondary market of 2.2% of the Public Offering
Price on the sale of Units purchased with termination proceeds from
other unit investment trusts of which the Sponsor acted as sole
Principal Underwriter and which at the time of their creation had an
estimated life of at least five years. Volume concessions or agency
commissions of an additional 0.30% of the Public Offering Price on all
purchases of Units of the Trusts will be given to any broker/dealer or
bank, who purchases from the Sponsor on the Initial Date of Deposit at
least $100,000 of any one of the Trusts or purchases $250,000 of any one
of such Trusts on any day thereafter. In addition, dealers and other
selling agents will receive an additional volume concession or agency
commission with respect to sales of Units of each individual Trust in
the amounts set forth below:
Additional
Total Sales per Trust Concession
_____________________ __________
$ 1,000,000 but less than $2,000,000 .10%
$ 2,000,000 but less than $3,000,000 .15%
$ 3,000,000 but less than $10,000,000 .20%
$10,000,000 or more .30%
Effective on each October 31, commencing October 31, 1998, the sales
charge will be reduced by 1/2 of 1% to a minimum sales charge of 3.0%.
However, resales of Units of a Trust by such dealers and other selling
agents to the public will be made at the Public Offering Price described
in the prospectus. The Sponsor reserves the right to change the amount
of the concession or agency commission from time to time. Certain
commercial banks may be making Units of a Trust available to their
customers on an agency basis. A portion of the sales charge paid by
these customers is retained by or remitted to the banks in the amounts
indicated above. Under the Glass-Steagall Act, banks are prohibited from
underwriting Trust Units; however, the Glass-Steagall Act does permit
certain agency transactions and the banking regulators have not
indicated that these particular agency transactions are not permitted
under such Act. In Texas and in certain other states, any banks making
Units available must be registered as broker/dealers under state law.
From time to time the Sponsor may implement programs under which
broker/dealers, banks or other selling agents of a Trust may receive
nominal awards from the Sponsor for each of their registered
representatives who have sold a minimum number of UIT Units during a
specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales force of a broker/dealer,
bank or other selling agent may be eligible to win other nominal awards
for certain sales efforts, or under which the Sponsor will reallow to
any such dealer that sponsors sales contests or recognition programs
conforming to criteria established by the Sponsor, or participates 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
Page 41
discretion may from time to time pursuant to objective criteria
established by the Sponsor pay fees to qualifying dealers for certain
services or activities which are primarily intended to result in sales
of Units of a Trust. Such payments are made by the Sponsor out of its
own assets, and not out of the assets of a Trust. These programs will
not change the price Unit holders pay for their Units or the amount that
the Trusts will receive from the Units sold.
The Sponsor may from time to time in its advertising and sales materials
compare the then current estimated returns on the Trusts and returns
over specified periods on other similar trusts sponsored by Nike
Securities L.P. with returns on other taxable investments such as
corporate or U.S. Government bonds, bank CDs and money market accounts
or money market funds, each of which has investment characteristics that
may differ from those of the Trusts. U.S. Government bonds, for example,
are backed by the full faith and credit of the U.S. Government and bank
CDs and money market accounts are insured by an agency of the federal
government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics
of the Trusts are described more fully elsewhere in this Prospectus.
Information on percentage changes in the dollar value of Units, on the
basis of changes in Unit price may be included from time to time in
advertisements, sales literature, reports and other information
furnished to current or prospective Unit holders. Total return figures
are not averaged, and may not reflect deduction of the sales charge,
which would decrease the return. Average annualized return figures
reflect deduction of the maximum sales charge. No provision is made for
any income taxes payable.
Past performance may not be indicative of future results. The Trust's
portfolio is not managed. Unit price and return fluctuate with the value
of the common stocks in the Trust's portfolio, so there may be a gain or
loss when Units are sold.
Each Trust's performance may be compared to performance on a total
return basis with the Dow Jones Industrial Average, the S&P 500
Composite Stock Price Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money, The New York Times, U.S. News and World Report, Business
Week, Forbes or Fortune. As with other performance data, performance
comparisons should not be considered representative of a Trust's
relative performance for any future period.
What are the Sponsor's Profits?
The Sponsor of the Trusts will receive a gross sales commission equal to
4.5% of the Public Offering Price of the Units (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge), less
any reduced sales charge for quantity purchases as described under
"Public Offering-How is the Public Offering Price Determined?" See
"Public Offering-How are Units Distributed?" for information regarding
the receipt of additional concessions available to dealers and other
selling agents. In addition, the Sponsor may be considered to have
realized a profit or to have sustained a loss, as the case may be, in
the amount of any difference between the cost of the Equity Securities
to the Trusts (which is based on the Evaluator's determination of the
aggregate offering price of the underlying Equity Securities of such
Trust on the Initial Date of Deposit as well as subsequent deposits) and
the cost of such Equity Securities to the Sponsor. See Note (2) of
"Schedule of Investments" for each Trust. During the initial offering
period, the dealers and other selling agents also may realize profits or
sustain losses as a result of fluctuations after the Initial Date of
Deposit in the Public Offering Price received by the dealers and other
selling agents upon the sale of Units.
In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between the
price at which Units are purchased and the price at which Units are
resold (which price includes a sales charge of 4.5% subject to reduction
beginning October 31, 1998) or redeemed. The secondary market public
offering price of Units may be greater or less than the cost of such
Units to the Sponsor.
Will There be a Secondary Market?
After the initial offering period, although not obligated to do so, the
Sponsor intends to maintain a market for the Units and continuously
Page 42
offer to purchase Units at prices, subject to change at any time, based
upon the aggregate underlying value of the Equity Securities in a Trust
plus or minus cash, if any, in the Income and Capital Accounts of such
Trust. All expenses incurred in maintaining a secondary market, other
than the fees of the Evaluator and the costs of the Trustee in
transferring and recording the ownership of Units, will be borne by the
Sponsor. If the supply of Units exceeds demand, or for some other
business reason, the Sponsor may discontinue purchases of Units at such
prices. IF A UNIT HOLDER WISHES TO DISPOSE OF HIS OR HER UNITS, HE OR
SHE SHOULD INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR TO
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. Units subject to a
deferred sales charge which are sold or tendered for redemption prior to
such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales
charge at the time of sale or redemption.
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer. Certificates to be redeemed must be properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unit
holder must sign exactly as his name appears on the face of the
certificate with the signature guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guaranty program in addition to, or in substitution for,
STAMP, as may be accepted by the Trustee. In certain instances the
Trustee may require additional documents such as, but not limited to,
trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority.
Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form. The
Trustee will maintain an account for each such Unit holder and will
credit each such account with the number of Units purchased by that Unit
holder. Within two business days of the issuance or transfer of Units
held in uncertificated form, the Trustee will send to the registered
owner of Units a written initial transaction statement containing a
description of their respective Trust; the number of Units issued or
transferred; the name, address and taxpayer identification number, if
any, of the new registered owner; a notation of any liens and
restrictions of the issuer and any adverse claims to which such Units
are or may be subject or a statement that there are no such liens,
restrictions or adverse claims; and the date the transfer was
registered. Uncertificated Units are transferable through the same
procedures applicable to Units evidenced by certificates (described
above), except that no certificate need be presented to the Trustee and
no certificate will be issued upon the transfer unless requested by the
Unit holder. A Unit holder may at any time request the Trustee to issue
certificates for Units.
Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder may be required to furnish indemnity satisfactory to the Trustee
and pay such expenses as the Trustee may incur. Mutilated certificates
must be surrendered to the Trustee for replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income received with respect to any
of the securities in a Trust on or about the Income Distribution Dates
to Unit holders of record on the preceding Income Distribution Record
Page 43
Date. See "Summary of Essential Information." Persons who purchase Units
will commence receiving distributions only after such person becomes a
record owner. Notification to the Trustee of the transfer of Units is
the responsibility of the purchaser, but in the normal course of
business such notice is provided by the selling broker-dealer. The pro
rata share of cash in the Capital Account of a Trust will be computed as
of the fifteenth day of each month. Proceeds received on the sale of any
Equity Securities in a Trust, to the extent not used to meet redemptions
of Units or pay expenses, will, however, be distributed on the last day
of each month to Unit holders of record on the fifteenth day of such
month if the amount available for distribution equals at least $1.00 per
100 Units. The Trustee is not required to pay interest on funds held in
the Capital Account of a Trust (but may itself earn interest thereon and
therefore benefit from the use of such funds). Notwithstanding,
distributions of funds in the Capital Account, if any, will be made on
the last day of each December to Unit holders of record as of December
15. See "What is the Federal Tax Status of Unit Holders?"
It is anticipated that the deferred sales charge will be collected from
the Capital Account and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. However, to
the extent that amounts in the Capital Account are insufficient to
satisfy the then current deferred sales charge obligation, Equity
Securities may be sold to meet such shortfall. Distributions of amounts
necessary to pay the deferred portion of the sales charge will be made
to an account designated by the Sponsor for purposes of satisfying Unit
holders' deferred sales charge obligations.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by
a Trust if the Trustee has not been furnished the Unit holder's tax
identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and
may be recovered by the Unit holder only when filing a tax return. Under
normal circumstances the Trustee obtains the Unit holder's tax
identification number from the selling broker. However, a Unit holder
should examine his or her statements from the Trustee to make sure that
the Trustee has been provided a certified tax identification number in
order to avoid this possible "back-up withholding." In the event the
Trustee has not been previously provided such number, one should be
provided as soon as possible.
Within a reasonable time after each Trust is terminated, each Unit
holder will, upon surrender of his Units for redemption, receive: (i)
the pro rata share of the amounts realized upon the disposition of
Equity Securities, unless he elects an In-Kind Distribution as described
under "How May the Indenture be Amended or Terminated?" and (ii) a pro
rata share of any other assets of a Trust, less expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Equity Securities therein. All other receipts (e.g.
return of capital, etc.) are credited to the Capital Account of each
Trust.
The Trustee may establish reserves (the "Reserve Account") within each
Trust for state and local taxes, if any, and any governmental charges
payable out of a Trust.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and the amount
of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit. Within a reasonable period of
time after the end of each calendar year, the Trustee shall furnish to
each person who at any time during the calendar year was a Unit holder
of a Trust the following information in reasonable detail: (1) a summary
of transactions in such Trust for such year; (2) any Equity Securities
sold during the year and the Equity Securities held at the end of such
year by such Trust; (3) the redemption price per Unit based upon a
computation thereof on the 31st day of December of such year (or the
last business day prior thereto); and (4) amounts of income and capital
distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trusts furnished to it by the Evaluator.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his Units by tender to the
Trustee at its unit investment trust office in the City of New York of
the certificates representing the Units to be redeemed, or in the case
of uncertificated Units, delivery of a request for redemption, duly
Page 44
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as explained above (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption fee
will be charged. On the third business day following such tender, the
Unit holder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit next computed after receipt by
the Trustee of such tender of Units. The "date of tender" is deemed to
be the date on which Units are received by the Trustee (if such day is a
day on which the New York Stock Exchange is open for trading), except
that as regards Units received after 4:00 p.m. Eastern time (or as of
any earlier closing time on a day on which the New York Stock Exchange
is scheduled in advance to close at such earlier time), the date of
tender is the next day on which the New York Stock 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. Units so redeemed shall be cancelled. Units tendered for
redemption prior to such time as the entire deferred sales charge on
such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of redemption.
Any Unit holder tendering 2,500 Units or more of a Trust for redemption
may request by written notice submitted at the time of tender from the
Trustee in lieu of a cash redemption a distribution of shares of Equity
Securities in an amount and value of Equity Securities per Unit equal to
the Redemption Price Per Unit as determined as of the evaluation next
following tender. However, no In-Kind Distribution requests submitted
during the nine business days prior to the Mandatory Termination Date
will be honored. To the extent possible, in-kind distributions ("In-Kind
Distributions") shall be made by the Trustee through the distribution of
each of the Equity Securities in book-entry form to the account of the
Unit holder's bank or broker-dealer at the Depository Trust Company. An
In-Kind Distribution will be reduced by customary transfer and
registration charges. The tendering Unit holder will receive his pro
rata number of whole shares of each of the Equity Securities comprising
the portfolio and cash from the Capital Account equal to the fractional
shares to which the tendering Unit holder is entitled. The Trustee may
adjust the number of shares of any issue of Equity Securities included
in a Unit holder's In-Kind Distribution to facilitate the distribution
of whole shares, such adjustment to be made on the basis of the value of
Equity Securities on the date of tender. See "What is the Federal Tax
Status of Unit Holders?" If funds in the Capital Account are
insufficient to cover the required cash distribution to the tendering
Unit holder, the Trustee may sell Equity Securities in the manner
described above.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see
"How are Income and Capital Distributed?" In the event the Trustee has
not been previously provided such number, one must be provided at the
time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of a Trust to the extent that funds are
available for such purpose, or from the Capital Account. All other
amounts paid on redemption shall be withdrawn from the Capital Account
of each Trust.
The Trustee is empowered to sell Equity Securities of each Trust in
order to make funds available for redemption. To the extent that Equity
Securities are sold, the size and diversity of each Trust will be
reduced. Such sales may be required at a time when Equity Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized.
The Redemption Price per Unit will be determined on the basis of the
aggregate underlying value of the Equity Securities in a Trust plus or
minus cash, if any, in the Income and Capital Accounts of such Trust.
The Redemption Price per Unit is the pro rata share of each Unit
determined by the Trustee by adding: (1) the cash on hand in a Trust
other than cash deposited in a Trust to purchase Equity Securities not
applied to the purchase of such Equity Securities; (2) the aggregate
value of the Equity Securities held in a Trust, as determined by the
Evaluator on the basis of the aggregate underlying value of the Equity
Securities in such Trust next computed; and (3) dividends receivable on
the Equity Securities trading ex-dividend as of the date of computation;
and deducting therefrom: (1) amounts representing any applicable taxes
or governmental charges payable out of the Trust; (2) any amounts owing
Page 45
to the Trustee for its advances; (3) an amount representing estimated
accrued expenses of a Trust, including but not limited to fees and
expenses of the Trustee (including legal and auditing fees), the
Evaluator and supervisory fees, if any; (4) cash held for distribution
to Unit holders of record of a Trust as of the business day prior to the
evaluation being made; and (5) other liabilities incurred by a Trust;
and finally dividing the results of such computation by the number of
Units of the Trust outstanding as of the date thereof. The redemption
price per Unit will be assessed the amount, if any, of the remaining
deferred sales charge at the time of redemption.
The aggregate value of the Equity Securities used to calculate the
Redemption Price per Unit will be determined in the following manner: if
the Equity Securities are listed, this evaluation is generally based on
the closing sale prices on that exchange (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if there is
no closing sale price on that exchange, at the closing ask prices
(during the initial offering period) or the closing bid prices
(subsequent to the initial offering period). If the Equity 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 current ask or bid prices (as appropriate) on the over-the-counter
market (unless these prices are inappropriate as a basis for
evaluation). If current ask or bid prices (as appropriate) are
unavailable, the evaluation is generally determined (a) on the basis of
current ask or bid prices (as appropriate) for comparable securities,
(b) by appraising the value of the Equity Securities on the ask or bid
side of the market (as appropriate) or (c) by any combination of the
above.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than
for customary weekend and holiday closings, or during which the
Securities and Exchange Commission determines that trading on the New
York Stock Exchange is restricted or any emergency exists, as a result
of which disposal or evaluation of the Securities is not reasonably
practicable, or for such other periods as the Securities and Exchange
Commission may by order permit. Under certain extreme circumstances, the
Sponsor may apply to the Securities and Exchange Commission for an order
permitting a full or partial suspension of the right of Unit holders to
redeem their Units. The Trustee is not liable to any person in any way
for any loss or damage which may result from any such suspension or
postponement.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time
equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before 1:00 p.m. Eastern time on the same
business day and by making payment therefor to the Unit holder not later
than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee
for redemption as any other Units. In the event the Sponsor does not
purchase Units, the Trustee may sell Units tendered for redemption in
the over-the-counter market, if any, as long as the amount to be
received by the Unit holder is equal to the amount he would have
received on redemption of the Units.
The offering price of any Units acquired by the Sponsor will be in
accord with the Public Offering Price described in the then effective
prospectus describing such Units. Any profit or loss resulting from the
resale or redemption of such Units will belong to the Sponsor.
How May Equity Securities be Removed from a Trust?
The Portfolios of the Trusts are not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Equity Security in
the event that an issuer defaults in the payment of a dividend that has
been declared, that any action or proceeding has been instituted
restraining the payment of dividends or there exists any legal question
or impediment affecting such Equity Security, that the issuer of the
Equity Security has breached a covenant which would affect the payments
of dividends, the credit standing of the issuer or otherwise impair the
sound investment character of the Equity Security, that the issuer has
defaulted on the payment on any other of its outstanding obligations,
Page 46
that the price of the Equity Security has declined to such an extent or
other such credit factors exist so that in the opinion of the Sponsor,
the retention of such Equity Securities would be detrimental to a Trust.
Except as stated under "Portfolio-What are Some Additional
Considerations for Investors?" for Failed Obligations, the acquisition
by a Trust of any securities or other property other than the Equity
Securities is prohibited. Pursuant to the Indenture and with limited
exceptions, the Trustee may sell any securities or other property
acquired in exchange for Equity Securities such as those acquired in
connection with a merger or other transaction. If offered such new or
exchanged securities or property, the Trustee shall reject the offer.
However, in the event such securities or property are nonetheless
acquired by a Trust, they may be accepted for deposit in a Trust and
either sold by the Trustee or held in a Trust pursuant to the direction
of the Sponsor (who may rely on the advice of the Portfolio Supervisor).
Proceeds from the sale of Equity Securities (or any securities or other
property received by a Trust in exchange for Equity Securities) by the
Trustee are credited to the Capital Account of a Trust for distribution
to Unit holders or to meet redemptions. The Trustee may, from time to
time, retain and pay compensation to the Sponsor (or an affiliate of the
Sponsor) to act as agent for the Trusts with respect to selling Equity
Securities from the Trusts. In acting in such capacity, the Sponsor or
its affiliate will be held subject to the restrictions under the
Investment Company Act of 1940, as amended.
The Trustee may also sell Equity Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose of
redeeming Units of a Trust tendered for redemption and the payment of
expenses.
The Sponsor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares
of individual issues of Equity Securities. To the extent this is not
practicable, the composition and diversity of the Equity Securities may
be altered. In order to obtain the best price for a Trust, it may be
necessary for the Sponsor to specify minimum amounts (generally 100
shares) in which blocks of Equity Securities are to be sold. The Sponsor
may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of
broker/dealers to execute the Trusts' portfolio transactions.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 1991,
acts as Sponsor for successive series of The First Trust Combined
Series, FT Series (formerly known as The First Trust Special Situations
Trust), The First Trust Insured Corporate Trust, The First Trust of
Insured Municipal Bonds and The First Trust GNMA. First Trust introduced
the first insured unit investment trust in 1974 and to date more than $9
billion in First Trust unit investment trusts have been deposited. The
Sponsor's employees include a team of professionals with many years of
experience in the unit investment trust industry. The Sponsor is a
member of the National Association of Securities Dealers, Inc. and
Securities Investor Protection Corporation and has its principal offices
at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number (630)
241-4141. As of December 31, 1996, the total partners' capital of Nike
Securities L.P. was $9,005,203 (audited). (This paragraph relates only
to the Sponsor and not to the Trusts or to any series thereof or to any
other dealer. The information is included herein only for the purpose of
informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
Who is the Trustee?
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th floor, New York, New
York 10004-2413. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. The Trustee
is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.
Page 47
The Trustee, whose duties are ministerial in nature, has not
participated in the selection of the Equity Securities. For information
relating to the responsibilities of the Trustee under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."
The Trustee and any successor 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. Upon receipt of
such notice, the Sponsor is obligated to appoint a successor trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Indenture.
If upon resignation of a trustee no successor has accepted the
appointment within 30 days after notification, the retiring trustee may
apply to a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of a trustee becomes effective
only when the successor trustee accepts its appointment as such or when
a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or
consolidation to which a Trustee shall be a party, shall be the
successor Trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any State and having at all times
an aggregate capital, surplus and undivided profits of not less than
$5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit holders
for taking any action or for refraining from taking any action in good
faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the case of the Trustee) or reckless
disregard of their obligations and duties. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Equity Securities. In the event of the failure of
the Sponsor to act under the Indenture, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under
the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or upon or in
respect of the Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other
taxing authority having jurisdiction. In addition, the Indenture
contains other customary provisions limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or its
affairs are taken over by public authorities, then the Trustee may (a)
appoint a successor Sponsor at rates of compensation deemed by the
Trustee to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, or (b) terminate the Indenture and
liquidate the Trust as provided herein, or (c) continue to act as
Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532. The
Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall
become effective upon the acceptance of appointment by the successor
Evaluator. If upon resignation of the Evaluator no successor has
accepted appointment within 30 days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for the
appointment of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Indenture
shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be under no
liability to the Trustee, Sponsor or Unit holders for errors in
judgment. This provision shall not protect the Evaluator in any case of
Page 48
willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment is
(1) to cure any ambiguity or to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other
provision contained therein, or (2) to make such other provisions as
shall not adversely affect the interest of the Unit holders (as
determined in good faith by the Sponsor and the Trustee).
The Indenture provides that a Trust shall terminate upon the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." A Trust may be liquidated at any time by consent of 100%
of the Unit holders of a Trust or by the Trustee when the value of the
Equity Securities owned by a Trust as shown by any evaluation, is less
than the lower of $2,000,000 or 20% of the total value of Equity
Securities deposited in such Trust during the primary offering period,
or in the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by a
broker/dealer, including the Sponsor. If a Trust is liquidated because
of the redemption of unsold Units of such Trust by a broker/dealer, the
Sponsor will refund to each purchaser of Units of such Trust the entire
sales charge paid by such purchaser. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit holders
of such Trust. Within a reasonable period after termination, the Trustee
will follow the procedures set forth under "How are Income and Capital
Distributed?"
Commencing during the period beginning nine business days prior to, and
no later than, the Mandatory Termination Date, Equity Securities will
begin to be sold in connection with the termination of a Trust. The
Sponsor will determine the manner, timing and execution of the sale of
the Equity Securities. Written notice of any termination of a Trust
specifying the time or times at which Unit holders may surrender their
certificates for cancellation shall be given by the Trustee to each Unit
holder at his address appearing on the registration books of the Trust
maintained by the Trustee. At least 60 days prior to the Mandatory
Termination Date of a Trust the Trustee will provide written notice
thereof to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges), if
such Unit holder owns at least 2,500 Units of such Trust, rather than to
receive payment in cash for such Unit holder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity
Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least ten business days
prior to the Mandatory Termination Date of a Trust. Unit holders not
electing or eligible to receive a distribution of shares of Equity
Securities will receive a cash distribution from the sale of the
remaining Equity Securities within a reasonable time after a Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the funds of such Trust any accrued costs, expenses,
advances or indemnities provided by the Trust Agreement, including
estimated compensation of the Trustee and costs of liquidation and any
amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Equity Securities in a
Trust in connection with termination may result in a lower amount than
might otherwise be realized if such sale were not required at such time.
In addition, to the extent that Equity Securities are sold prior to the
Mandatory Termination Date, Unit holders will not benefit from any stock
appreciation they would have received had the Equity Securities not been
sold at such time. The Trustee will then distribute to each Unit holder
his pro rata share of the balance of the Income and Capital Accounts.
Legal Opinions
The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, 111 West
Monroe Street, Chicago, Illinois 60603, as counsel for the Sponsor.
Carter, Ledyard & Milburn, will act as counsel for the Trustee and as
special New York tax counsel for the Trusts.
Page 49
Experts
The statements of net assets, including the schedules of investments, of
the Trusts at the opening of business on the Initial Date of Deposit
appearing in this Prospectus and Registration Statement, have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Page 50
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
FT 217
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 217, comprised of Blue Chip
International Growth Trust Series, Energy Growth Trust, Series 3,
Internet Growth Trust, Series 3, Investment Services Growth Trust,
Series 2, Retail Growth Trust, Series 2 and Small-Cap Growth Trust,
Series 2 as of the opening of business on October 15, 1997. These
statements of net assets are the responsibility of the Trusts' Sponsor.
Our responsibility is to express an opinion on these statements of net
assets 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 statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letters of credit held by the Trustee and deposited in the Trusts on
October 15, 1997. An audit also includes assessing the accounting
principles used and significant estimates made by the Sponsor, as well
as evaluating the overall presentation of the statements of net assets.
We believe that our audit of the statements of net assets provides a
reasonable basis for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 217,
comprised of Blue Chip International Growth Trust Series, Energy Growth
Trust, Series 3, Internet Growth Trust, Series 3, Investment Services
Growth Trust, Series 2, Retail Growth Trust, Series 2 and Small-Cap
Growth Trust, Series 2, at the opening of business on October 15, 1997
in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
October 15, 1997
Page 51
Statements of Net Assets
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Blue Chip Energy Internet
International Growth Growth
Growth Trust Trust Trust
Series Series 3 Series 3
____________ ________ _________
<S> <C> <C> <C>
NET ASSETS
Investment in Equity Securities represented
by purchase contracts (1) (2) $148,503 $149,865 $149,250
Organizational and offering costs (3) 45,000 45,000 45,000
________ ________ ________
193,503 194,865 194,250
Less accrued organizational and offering costs (3) (45,000) (45,000) (45,000)
Less liability for deferred sales charge (4) (5,250) (5,298) (5,277)
________ ________ ________
Net assets $143,253 $144,567 $143,973
======== ======== ========
Units outstanding 15,000 15,138 15,076
ANALYSIS OF NET ASSETS
Cost to investors (5) $150,003 $151,379 $150,757
Less sales charge (5) (6,750) (6,812) (6,784)
________ ________ ________
Net assets $143,253 $144,567 $143,973
======== ======== ========
<FN>
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) For each Trust, an irrevocable letter of credit totaling $200,000
issued by The Chase Manhattan Bank has been deposited with the Trustee
as collateral, which is sufficient to cover the monies necessary for the
purchase of the Equity Securities pursuant to contracts for the purchase
of such Equity Securities.
(3) Each Trust will bear all or a portion of its estimated
organizational and offering costs which will be deferred and charged off
over a period not to exceed the life of the Trusts (approximately five
years). The estimated organizational and offering costs are based on
2,000,000 Units of each Trust expected to be issued. To the extent the
number of Units issued is larger or smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from each Trust
($.350 per Unit), payable to the Sponsor in five equal monthly
installments beginning on May 29, 1998, and on the last business day of
each month thereafter through September 30, 1998. If Units are redeemed
prior to September 30, 1998, the remaining amount of the deferred sales
charge applicable to such Units will be payable at the time of redemption.
(5) The aggregate cost to investors includes a sales charge computed at
the rate of 4.5% of the Public Offering Price (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge for quantity purchases.
</FN>
</TABLE>
Page 52
Statements of Net Assets (con't.)
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Investment Retail Small-Cap
Services Growth Growth
Growth Trust Trust Trust
Series 2 Series 2 Series 2
____________ _________ _________
<S> <C> <C> <C>
NET ASSETS
Investment in Equity Securities represented
by purchase contracts (1) (2) $149,383 $148,760 $148,940
Organizational and offering costs (3) 45,000 45,000 45,000
________ ________ ________
194,383 193,760 193,940
Less accrued organizational and offering costs (3) (45,000) (45,000) (45,000)
Less liability for deferred sales charge (4) (5,281) (5,259) (5,265)
________ ________ ________
Net assets $144,102 $143,501 $143,675
======== ======== ========
Units outstanding 15,089 15,026 15,044
ANALYSIS OF NET ASSETS
Cost to investors (5) $150,892 $150,263 $150,445
Less sales charge (5) (6,790) (6,762) (6,770)
________ ________ ________
Net assets $144,102 $143,501 $143,675
======== ======== ========
<FN>
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) For each Trust, an irrevocable letter of credit totaling $200,000
issued by The Chase Manhattan Bank has been deposited with the Trustee
as collateral, which is sufficient to cover the monies necessary for the
purchase of the Equity Securities pursuant to contracts for the purchase
of such Equity Securities.
(3) Each Trust will bear all or a portion of its estimated
organizational and offering costs which will be deferred and charged off
over a period not to exceed the life of the Trusts (approximately five
years). The estimated organizational and offering costs are based on
2,000,000 Units of each Trust expected to be issued. To the extent the
number of Units issued is larger or smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from each Trust
($.350 per Unit), payable to the Sponsor in five equal monthly
installments beginning on May 29, 1998, and on the last business day of
each month thereafter through September 30, 1998. If Units are redeemed
prior to September 30, 1998, the remaining amount of the deferred sales
charge applicable to such Units will be payable at the time of redemption.
(5) The aggregate cost to investors includes a sales charge computed at
the rate of 4.5% of the Public Offering Price (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge for quantity purchases.
</FN>
</TABLE>
Page 53
Schedule of Investments
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Market Cost of
Percentage Value Equity
Number Ticker Symbol and of Aggregate per Securities
of Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2)
_________ _______________________________________ ______________ ______ ____________
<S> <C> <C> <C> <C>
135 BASFY BASF AG (ADR) 3.24% $ 35.688 $ 4,818
124 BAYZY Bayer AG (ADR) 3.24% 38.750 4,805
56 BP British Petroleum Plc (ADR) 3.36% 89.188 4,995
216 BHP The Broken Hill Proprietary Company (ADR) 3.33% 22.875 4,941
120 CSG Cadbury Schweppes Plc (ADR) 3.32% 41.063 4,928
64 DAI Daimler-Benz AG (ADR) 3.32% 77.000 4,928
79 E ENI SpA (ADR) 3.33% 62.688 4,952
103 ERICY LM Ericsson (ADR) 3.35% 48.313 4,976
123 GRM Grand Metropolitan Plc (ADR) 3.34% 40.375 4,966
16 HSBHY HSBC Holdings Plc (ADR) 3.29% 305.120 4,882
54 HIT Hitachi Ltd. (ADR) 3.31% 90.938 4,911
70 HMC Honda Motor Co., Ltd. (ADR) 3.34% 70.813 4,957
106 ING ING Groep NV (ADR) 3.33% 46.625 4,942
120 LVMHY LVMH Moet Hennessy Louis Vuitton (ADR) 3.34% 41.375 4,965
80 NIPNY NEC Corporation (ADR) 3.34% 62.000 4,960
69 NSRGY Nestle SA (ADR) 3.35% 72.120 4,976
51 NOK/A Oy Nokia AB (ADR) 3.40% 98.938 5,046
65 NVTSY Novartis AG (ADR) 3.41% 77.870 5,062
60 PHG Philips Electronics N.V. 3.34% 82.750 4,965
56 ROHHY Roche Holding AG (ADR) 3.29% 87.120 4,879
88 RD Royal Dutch Petroleum Company N.V. 3.38% 57.000 5,016
51 SAPHY SAP AG (ADR) 3.33% 97.120 4,953
56 STM SGS-THOMSON Microelectronics NV 3.39% 89.875 5,033
71 SMAWY Siemens AG (ADR) 3.32% 69.500 4,934
100 SBH SmithKline Beecham (ADR) 3.37% 50.000 5,000
52 SNE Sony Corporation (ADR) 3.32% 94.938 4,937
57 TEF Telefonica de Espana SA (ADR) 3.35% 87.313 4,977
91 TOT Total SA (ADR) 3.35% 54.625 4,971
22 UN Unilever N.V. 3.28% 221.250 4,867
135 YPF YPF Sociedad Anonima (ADR) 3.34% 36.750 4,961
_____ _________
Total Investments 100% $148,503
===== =========
_________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on October 14, 1997.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$148,503. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $148,895 and $392, respectively.
</FN>
</TABLE>
Page 54
Schedule of Investments
ENERGY GROWTH TRUST, SERIES 3
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Market Cost of
Percentage Value Equity
Number Ticker Symbol and of Aggregate per Securities
of Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2)
_________ _______________________________________ ______________ ______ ____________
<S> <C> <C> <C> <C>
OIL AND GAS-DRILLING
97 DO Diamond Offshore Drilling 4.04% $62.500 $ 6,062
146 ESV Ensco International Inc. 4.13% 42.438 6,196
157 FLC Falcon Drilling Company, Inc. 3.96% 37.813 5,937
178 GLM Global Marine, Inc. 4.01% 33.750 6,008
140 NBR Nabors Industries Inc. 3.99% 42.688 5,976
171 NE Noble Drilling Corporation 3.99% 34.938 5,974
156 RDC Rowan Companies, Inc. 4.09% 39.250 6,123
107 RIG Transocean Offshore Inc. 4.01% 56.125 6,005
OIL AND GAS - EXPLORATION AND PRODUCTION
136 NBL Noble Affiliates, Inc. 3.99% 43.938 5,976
132 NEV Nuevo Energy Company 3.97% 45.125 5,957
OIL - FIELD SERVICES
74 BJS BJ Services Co. 3.98% 80.500 5,957
146 GLBL Global Industries, Ltd. 4.04% 41.500 6,059
70 SLB Schlumberger Industries, Inc. 4.01% 85.875 6,011
93 TDW Tidewater Inc. 4.00% 64.375 5,987
195 TBI Tuboscope Inc. 4.00% 30.750 5,996
137 VTS Veritas DGC Inc. 3.90% 42.625 5,840
114 WII Weatherford Enterra, Inc. 4.02% 52.875 6,028
OIL - INTEGRATED
67 BP British Petroleum Plc (ADR) 3.99% 89.188 5,976
80 MOB Mobil Corporation 3.99% 74.688 5,975
105 RD Royal Dutch Petroleum Company N.V. 3.99% 57.000 5,985
109 TOT Total SA (ADR) 3.97% 54.625 5,954
164 MRO USX-Marathon Corporation 4.01% 36.688 6,017
162 YPF YPF Socied Anonima (ADR) 3.97% 36.750 5,953
OIL - REFINING AND MARKETING
299 GI Giant Industries, Inc. 3.98% 19.938 5,961
178 TOS Tosco Corporation 3.97% 33.438 5,952
______ ________
Total Investments 100% $149,865
====== ========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on October 14, 1997.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$149,865. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $150,039 and $174, respectively.
</FN>
</TABLE>
Page 55
Schedule of Investments
INTERNET GROWTH TRUST, SERIES 3
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Market Cost of
Percentage Value Equity
Number Ticker Symbol and of Aggregate per Securities
of Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2)
_________ _______________________________________ ______________ ______ ___________
<S> <C> <C> <C> <C>
ACCESS/INFORMATION PROVIDERS
72 AOL America Online, Inc. 4.01% $ 83.063 $ 5,981
155 FDC First Data Corporation 3.98% 38.375 5,948
162 WCOM WorldCom, Inc. (Class A) 3.99% 36.750 5,954
COMMUNICATIONS EQUIPMENT
166 ADCT ADC Telecommunications, Inc. 4.00% 36.000 5,976
68 LU Lucent Technologies, Inc. 4.02% 88.125 5,993
217 PAIR PairGain Technologies, Inc. 4.06% 27.938 6,063
102 TLAB Tellabs, Inc. 3.98% 58.188 5,935
COMPUTER NETWORKING
181 ASND Ascend Communications, Inc. 4.01% 33.063 5,984
152 BAY Bay Networks, Inc. 4.01% 39.375 5,985
111 COMS 3Com Corporation 3.96% 53.250 5,911
74 CSCO Cisco Systems, Inc. 4.01% 80.938 5,989
93 NN Newbridge Networks Corporation 4.05% 65.000 6,045
COMPUTERS
80 CPQ Compaq Computer Corporation 4.02% 74.938 5,995
61 DELL Dell Computer Corporation 4.05% 99.000 6,039
89 HWP Hewlett-Packard Company 4.05% 68.000 6,052
130 SUNW Sun Microsystems, Inc. 4.01% 46.063 5,988
SEMICONDUCTORS
66 INTC Intel Corporation 4.06% 91.875 6,064
89 SMOD Smart Modular Technologies, Inc. 3.85% 64.500 5,741
SOFTWARE
92 BMCS BMC Software, Inc. 4.04% 65.500 6,026
79 CA Computer Associates International, Inc. 4.01% 75.813 5,989
99 MCAF McAfee Associates, Inc. 3.97% 59.813 5,921
44 MSFT Microsoft Corporation 4.03% 136.688 6,014
158 NSCP Netscape Communications Corporation 3.89% 36.750 5,806
165 ORCL Oracle Corporation 3.98% 36.000 5,940
97 PSFT PeopleSoft, Inc. 3.96% 60.938 5,911
______ ________
Total Investments 100% $149,250
====== ========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on October 14, 1997.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$149,250. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $149,422 and $172, respectively.
</FN>
</TABLE>
Page 56
Schedule of Investments
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
_________ _______________________________________ ____________ ______ ___________
<S> <C> <C> <C> <C>
235 ADV Advest Group, Inc. 3.96% $25.188 $ 5,919
133 BSC Bear Stearns Companies, Inc. 3.96% 44.500 5,919
81 DLJ Donaldson, Lufkin & Jenrette, Inc. 4.00% 73.813 5,979
166 EGRP E Trade Group, Inc. 3.99% 35.875 5,955
164 EV Eaton Vance Corporation (Class A) 3.94% 35.938 5,894
165 AGE A.G. Edwards, Inc. 3.99% 36.125 5,961
135 EVR EVEREN Capital Corporation 3.96% 43.875 5,923
62 BEN Franklin Resources, Inc. 4.01% 96.563 5,987
165 HQ Hambrecht & Quist Group 4.03% 36.500 6,022
97 IFI Interra Financial, Inc. 4.00% 61.625 5,978
198 ITGI Investment Technology Group, Inc. 3.98% 30.000 5,940
77 JEF Jeffries Group, Inc. 3.98% 77.125 5,939
110 LM Legg Mason, Wood, Walker, Inc. 3.96% 53.813 5,919
108 LEH Lehman Brothers Holdings, Inc. 3.98% 55.000 5,940
217 MDD McDonald & Company Investments, Inc. 3.99% 27.438 5,954
79 MER Merrill Lynch & Company, Inc. 4.02% 76.063 6,009
293 MOR Morgan Keegan, Inc. 3.98% 20.313 5,952
104 MWD Morgan Stanley, Dean Witter, Discover and Co. 4.09% 58.750 6,110
118 PWJ Paine Webber Group, Inc. 4.06% 51.438 6,070
213 PJC Piper Jaffray Companies, Inc. 4.03% 28.250 6,017
86 TROW T. Rowe Price Associates, Inc. 4.04% 70.188 6,036
169 RJF Raymond James Financial, Inc. 3.99% 35.250 5,957
166 SCH Charles Schwab Corporation 4.04% 36.313 6,028
219 SWS Southwest Securities Group, Inc. 3.98% 27.125 5,940
80 TRV Travelers Group, Inc. 4.04% 75.438 6,035
______ _________
Total Investments 100% $149,383
====== =========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on October 14, 1997.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$149,383. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $149,511 and $128, respectively.
</FN>
</TABLE>
Page 57
Schedule of Investments
RETAIL GROWTH TRUST, SERIES 2
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Market Cost of
Percentage Value Equity
Number Ticker Symbol and of Aggregate per Securities
of Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2)
_________ _______________________________________ ______________ ______ ___________
<S> <C> <C> <C> <C>
182 AZO AutoZone, Inc. 3.98% $32.563 $ 5,927
187 BKS Barnes & Noble, Inc. 3.99% 31.750 5,937
183 BBBY Bed Bath & Beyond, Inc. 3.97% 32.250 5,902
161 CPU CompUSA, Inc. 4.00% 37.000 5,957
150 CNS Consolidated Stores Corporation 4.02% 39.875 5,981
150 COST Costco Companies, Inc. 3.99% 39.563 5,934
100 DH Dayton Hudson Corporation 4.00% 59.438 5,944
176 DG Dollar General Corporation 3.99% 33.750 5,940
134 FD Federated Department Stores, Inc. 4.06% 45.063 6,038
118 GPS Gap, Inc. 4.03% 50.813 5,996
131 GUC Gucci Group N.V. 3.96% 44.938 5,887
128 TOM Tommy Hilfiger Corporation 4.02% 46.688 5,976
108 HD Home Depot, Inc. 4.03% 55.563 6,001
90 KSS Kohl's Corporation 3.99% 66.000 5,940
182 KR Kroger Co. 3.95% 32.250 5,870
141 LOW Lowe's Companies, Inc. 4.01% 42.250 5,957
206 NAUT Nautica Enterprises, Inc. 3.96% 28.625 5,897
106 SWY Safeway, Inc. 4.00% 56.188 5,956
109 S Sears, Roebuck and Co. 3.98% 54.375 5,927
137 SJK St. John Knits, Inc. 3.99% 43.375 5,942
211 SPLS Staples, Inc. 4.02% 28.313 5,974
134 TIF Tiffany & Co. 3.99% 44.250 5,930
205 TJX The TJX Companies, Inc. 4.05% 29.375 6,022
166 WMT Wal-Mart Stores, Inc. 4.02% 36.000 5,976
212 WAG Walgreen Company 4.00% 28.063 5,949
______ _________
Total Investments 100% $148,760
====== =========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on October 14, 1997.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$148,760. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $149,216 and $456, respectively.
</FN>
</TABLE>
Page 58
Schedule of Investments
SMALL-CAP GROWTH TRUST, SERIES 2
FT 217
At the Opening of Business on the
Initial Date of Deposit-October 15, 1997
<TABLE>
<CAPTION>
Cost of
Percentage Market Equity
Number Ticker Symbol and of Aggregate Value Securities
of Shares Name of Issuer of Equity Securities (1) Offering Price per Share to Trust (2)
_________ _______________________________________ ______________ _________ ___________
<S> <C> <C> <C> <C>
232 AAM Aames Financial Corporation 2.56% $16.438 $ 3,814
163 APPB Applebee's International, Inc. 2.48% 22.688 3,698
126 BHE Benchmark Electronics, Inc. 2.52% 29.750 3,749
104 BILL Billing Concepts Corporation 2.51% 35.938 3,738
118 BMC BMC Industries, Inc. 2.50% 31.500 3,717
354 CAV Cavalier Homes, Inc. 2.50% 10.500 3,717
195 CHB Champion Enterprises, Inc. 2.50% 19.125 3,729
65 COHR Coherent, Inc. 2.48% 56.875 3,697
90 DAYR Day Runner, Inc. 2.52% 41.625 3,746
118 ENCD ENCAD, Inc. 2.49% 31.375 3,702
190 EXC Excel Industries, Inc. 2.49% 19.500 3,705
84 FIC Fair Isaac & Company, Inc. 2.50% 44.313 3,722
173 FRES Fresh America Corporation 2.47% 21.250 3,676
152 GNTX Gentex Corporation 2.53% 24.750 3,762
187 GI Giant Industries, Inc. 2.50% 19.938 3,728
149 JKHY Jack Henry & Associates 2.53% 25.250 3,762
122 INVX Innovex, Inc. 2.55% 31.125 3,797
124 ITGI Investment Technology Group, Inc. 2.50% 30.000 3,720
75 MCRS MICROS Systems, Inc. 2.45% 48.625 3,647
188 MRII Medical Resources, Inc. 2.53% 20.000 3,760
79 MRLL Merrill Corporation 2.49% 47.000 3,713
140 MICA MicroAge, Inc. 2.48% 26.438 3,701
79 MLI Mueller Industries, Inc. 2.54% 47.813 3,777
97 BLDG NCI Building Systems, Inc. 2.52% 38.750 3,759
152 NATR Nature's Sunshine Products, Inc. 2.46% 24.125 3,667
103 OFG Oriental Financial Group 2.50% 36.125 3,721
131 PMRY Pomeroy Computer Resources 2.48% 28.250 3,701
140 REGL Regal Cinemas, Inc. 2.47% 26.313 3,684
187 RWAY Rent-Way, Inc. 2.50% 19.938 3,728
182 RGC Republic Group, Inc. 2.47% 20.250 3,686
193 ROTC Rotech Medical Corporation 2.49% 19.250 3,715
144 SPSS SPSS, Inc. 2.45% 25.375 3,654
140 SDII Special Devices, Inc. 2.51% 26.750 3,745
252 SPOR Sport-Haley, Inc. 2.53% 14.938 3,765
85 SJK St. John Knits, Inc. 2.48% 43.375 3,687
150 TOL Toll Brothers, Inc. 2.57% 25.500 3,825
160 UNF UniFirst Corporation 2.47% 23.000 3,680
96 USTR United Stationers, Inc. 2.51% 39.000 3,744
208 UFPI Universal Forest Products 2.48% 17.750 3,692
153 INT World Fuel Services Corporation 2.49% 24.250 3,710
______ _________
Total Investments 100% $148,940
====== =========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on October 14, 1997.
Page 59
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$148,940. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $149,568 and $628, respectively.
</FN>
</TABLE>
Page 60
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Page 61
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Page 62
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Page 63
CONTENTS:
Summary of Essential Information:
Blue Chip International Growth Trust Series 4
Energy Growth Trust, Series 3 4
Internet Growth Trust, Series 3 4
Investment Services Growth Trust, Series 2 5
Retail Growth Trust, Series 2 5
Small-Cap Growth Trust, Series 2 5
FT 217:
What is The FT Series? 10
What are the Expenses and Charges? 14
What is the Federal Tax Status of Unit Holders? 15
Why are Investments in the Trusts Suitable for
Retirement Plans? 19
Portfolio:
What are Equity Securities? 19
Risk Factors 19
What are the Equity Securities Selected for:
Blue Chip International Growth Trust Series? 25
Energy Growth Trust, Series 3? 27
Internet Growth Trust, Series 3? 29
Investment Services Growth Trust, Series 2? 31
Retail Growth Trust, Series 2? 33
Small-Cap Growth Trust, Series 2? 35
What are Some Additional Considerations for
Investors? 37
Public Offering:
How is the Public Offering Price Determined? 38
How are Units Distributed? 40
What are the Sponsor's Profits? 42
Will There be a Secondary Market? 42
Rights of Unit Holders:
How is Evidence of Ownership Issued and Transferred? 43
How are Income and Capital Distributed? 43
What Reports will Unit Holders Receive? 44
How May Units be Redeemed? 44
How May Units be Purchased by the Sponsor? 46
How May Equity Securities be Removed from a Trust? 46
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 47
Who is the Trustee? 47
Limitations on Liabilities of Sponsor and Trustee 48
Who is the Evaluator? 48
Other Information:
How May the Indenture be Amended or Terminated? 49
Legal Opinions 49
Experts 50
Report of Independent Auditors 51
Statements of Net Assets:
Blue Chip International Growth Trust Series 52
Energy Growth Trust, Series 3 52
Internet Growth Trust, Series 3 52
Investment Services Growth Trust, Series 2 53
Retail Growth Trust, Series 2 53
Small-Cap Growth Trust, Series 2 53
Schedules of Investments:
Blue Chip International Growth Trust Series 54
Energy Growth Trust, Series 3 55
Internet Growth Trust, Series 3 56
Investment Services Growth Trust, Series 2 57
Retail Growth Trust, Series 2 58
Small-Cap Growth Trust, Series 2 59
_____________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE FUND
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
FIRST TRUST (registered trademark)
Blue Chip International Growth Trust Series
Energy Growth Trust, Series 3
Internet Growth Trust, Series 3
Investment Services Growth Trust, Series 2
Retail Growth Trust, Series 2
Small-Cap Growth Trust, Series 2
Nike Securities L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
October 15, 1997
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
Page 64
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
Financial Data Schedule
S-1
SIGNATURES
The Registrant, FT 217, hereby identifies The First Trust
Special Situations Trust, Series 4 Great Lakes Growth and
Treasury Trust, Series 1; The First Trust Special Situations
Trust, Series 18 Wisconsin Growth and Treasury Securities Trust,
Series 1; The First Trust Special Situations Trust, Series 69
Target Equity Trust Value Ten Series; The First Trust Special
Situations Trust, Series 108; The First Trust Special Situations
Trust, Series 119 Target 5 Trust, Series 2 and Target 10 Trust,
Series 8; and The First Trust Special Situations Trust, Series
190 Biotechnology Growth Trust, Series 3 for purposes of the
representations required by Rule 487 and represents the
following:
(1) that the portfolio securities deposited in the series
as to the securities of which this Registration Statement is
being filed do not differ materially in type or quality from
those deposited in such previous series;
(2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide
essential financial information for, the series with respect to
the securities of which this Registration Statement is being
filed, this Registration Statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 217, has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on October 15, 1997.
FT 217
By NIKE SECURITIES L.P.
Depositor
By Robert M. Porcellino
Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Robert D. Van Kampen Director of )
Nike Securities )
Corporation, the ) October 15, 1997
General Partner of )
Nike Securities L.P.)
)
)
David J. Allen Director of ) Robert M. Porcellino
Nike Securities ) Attorney-in-Fact**
Corporation, the )
General Partner of )
Nike Securities L.P.
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney was
filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Combined Series 258 (File No. 33-63483) and
the same is hereby incorporated herein by this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated October 15, 1997 in
Amendment No. 3 to the Registration Statement (Form S-6) (File
No. 333-35211) and related Prospectus of FT 217.
ERNST & YOUNG LLP
Chicago, Illinois
October 15, 1997
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43693] filed on behalf of The First Trust Special
Situations Trust, Series 22).
1.1.1 Form of Trust Agreement for Series 217 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee, First Trust Advisors L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).
S-5
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
63483] filed on behalf of The First Trust Combined
Series 258).
S-6
FT 217
TRUST AGREEMENT
Dated: October 15, 1997
The Trust Agreement among Nike Securities L.P., as Depositor, The
Chase Manhattan Bank, as Trustee and First Trust Advisors L.P.,
as Evaluator and Portfolio Supervisor, sets forth certain
provisions in full and incorporates other provisions by reference
to the document entitled "Standard Terms and Conditions of Trust
for The First Trust Special Situations Trust, Series 22 and
certain subsequent Series, Effective November 20, 1991" (herein
called the "Standard Terms and Conditions of Trust"), and such
provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are
to Articles and Sections of the Standard Terms and Conditions of
Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II and Part III hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety
and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth
in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is October
15, 1997.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR ENERGY GROWTH TRUST, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is October
15, 1997.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR INTERNET GROWTH TRUST, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is October
15, 1997.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR INVESTMENT SERVICES GROWTH TRUST, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is October
15, 1997.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR RETAIL GROWTH TRUST, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is October
15, 1997.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR SMALL-CAP GROWTH TRUST, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is October
15, 1997.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART III
A. Section 1.01(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter provided."
All references to United States Trust Company of New York in
the Standard Terms and Conditions of Trust shall be amended to
refer to The Chase Manhattan Bank.
B. The term "Principal Account" as set forth in the
Standard Terms and Conditions of Trust shall be replaced with the
term "Capital Account."
C. Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows and, in connection therewith, the third
paragraph of Section 3.02 shall be deleted:
(b)(1)From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its
discretion, to assign, convey to and deposit with the
Trustee (i) additional Securities, duly endorsed in blank or
accompanied by all necessary instruments of assignment and
transfer in proper form, (ii) Contract Obligations relating
to such additional Securities, accompanied by cash and/or
Letter(s) of Credit as specified in paragraph (c) of this
Section 2.01, or (iii) cash (or a Letter of Credit in lieu
of cash) with instructions to purchase additional
Securities, in an amount equal to the portion of the Unit
Value of the Units created by such deposit attributable to
the Securities to be purchased pursuant to such
instructions. Except as provided in the following
subparagraphs (2), (3) and (4) the Depositor, in each case,
shall ensure that each deposit of additional Securities
pursuant to this Section shall maintain, as nearly as
practicable, the Percentage Ratio. Each such deposit of
additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities delivered by the Depositor
to the Trustee. Instructions to purchase additional
Securities shall be in writing, and shall specify the name
of the Security, CUSIP number, if any, aggregate amount,
price or price range and date to be purchased. When
requested by the Trustee, the Depositor shall act as broker
to execute purchases in accordance with such instructions;
the Depositor shall be entitled to compensation therefor in
accordance with applicable law and regulations. The Trustee
shall have no liability for any loss or depreciation
resulting from any purchase made pursuant to the Depositor's
instructions or made by the Depositor as broker.
(2) Additional Securities (or Contract Obligations
therefor) may, at the Depositor's discretion, be deposited
or purchase in round lots. If the amount of the deposit is
insufficient to acquire round lots of each Security to be
acquired, the additional Securities shall be deposited or
purchased in the order of the Security in the Trust most
under-represented immediately before the deposit with
respect to the Percentage Ratio.
(3) If at the time of a deposit of additional
Securities, Securities of an issue deposited on the Initial
Date of Deposit (or of an issue of Replacement Securities
acquired to replace an issue deposited on the Initial Date
of Deposit) are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or
restricted by applicable law, regulation or policies, the
Depositor may (i) deposit, or instruct the Trustee to
purchase, in lieu thereof, another issue of Securities or
Replacement Securities or (ii) deposit cash or a letter of
credit in an amount equal to the valuation of the issue of
Securities whose acquisition is not feasible with
instructions to acquire such Securities of such issue when
they become available.
(4) Any contrary authorization in the preceding
subparagraphs (1) through (3) notwithstanding, deposits of
additional Securities made after the 90-day period
immediately following the Initial Date of Deposit (except
for deposits made to replace Failed Contract Obligations if
such deposits occur with 20 days from the date of a failure
occurring within such initial 90-day period or deposits made
to a Trust originally established as a regulated investment
company) shall maintain exactly the Percentage Ratio
existing immediately prior to such deposit.
(5) In connection with and at the time of any deposit
of additional Securities pursuant to this Section 2.01(b),
the Depositor shall exactly replicate Cash (as defined
below) received or receivable by the Trust as of the date of
such deposit. For purposes of this paragraph, "Cash" means,
as to the Capital Account, cash or other property (other
than Securities) on hand in the Capital Account or
receivable and to be credited to the Capital Account as of
the date of the deposit (other than amounts to be
distributed solely to persons other than holders of Units
created by the deposit) and, as to the Income Account, cash
or other property (other than Securities) received by the
Trust as of the date of the deposit or receivable by the
Trust in respect of a record date for a payment on a
Security which has occurred or will occur before the Trust
will be the holder of record of a Security, reduced by the
amount of any cash or other property received or receivable
on any Security allocable (in accordance with the Trustee's
calculations of distributions from the Income Account
pursuant to Section 3.05) to a distribution made or to be
made in respect of a Record Date occurring prior to the
deposit. Such replication will be made on the basis of a
fraction, the numerator of which is the number of Units
created by the deposit and the denominator of which is the
number of Units which are outstanding immediately prior to
the deposit.
D. The second paragraph of Section 3.02 of the Standard
Terms and Conditions is hereby deleted and replaced with the
following sentence:
"Any non-cash distributions (other than a non-taxable
distribution of the shares of the distributing corporation
which shall be retained by a Trust) received by a Trust
shall be dealt with in the manner described at Section 3.11,
herein, and shall be retained or disposed of by such Trust
according to those provisions. The proceeds of any
disposition shall be credited to the Income Account of a
Trust. Neither the Trustee nor the Depositor shall be
liable or responsible in any way for depreciation or loss
incurred by reason of any such sale."
E. Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to read
as follows:
"On each Distribution Date the Trustee shall distribute
to each Unit holder of record at the close of business on
the Record Date immediately preceding such Distribution Date
an amount per Unit equal to such Unit holder's pro rata
share of the balance of the Capital Account (except for
monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such
Record Date after deduction of any amounts provided in
Subsection I."
F. Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (a) On each Distribution Date, the Trustee shall
distribute to each Unit holder of record at the close of
business on the Record Date immediately preceding such
Distribution Date an amount per Unit equal to such Unit
holder's Income Distribution (as defined below), plus such
Unit holder's pro rata share of the balance of the Capital
Account (except for monies on deposit therein required to
purchase Contract Obligations) computed as of the close of
business on such Record Date after deduction of any amounts
provided in Subsection I, provided, however, that the
Trustee shall not be required to make a distribution from
the Capital Account unless the amount available for
distribution shall equal $1.00 per 100 Units.
Each Trust shall provide the following distribution
elections: (1) distributions to be made by check mailed to
the post office address of the Unit holder as it appears on
the registration books of the Trustee, or (2) if provided
for in the Prospectus, the following reinvestment option:
The Trustee will, for any Unit holder who provides
the Trustee written instruction, properly executed and
in form satisfactory to the Trustee, received by the
Trustee no later than its close of business 10 business
days prior to a Record Date (the "Reinvestment Notice
Date"), reinvest such Unit holder's distribution from
the Income and Capital Accounts in Units of the Trust,
purchased from the Depositor, to the extent the
Depositor shall make Units available for such purchase,
at the Depositor's offering price as of the fifth
business day prior to the following Distribution Date,
and at such reduced sales charge as may be described in
the prospectus for the Trusts. If, for any reason, the
Depositor does not have Units of the Trust available
for purchase, the Trustee shall distribute such Unit
holder's distribution from the Income and Capital
Accounts in the manner provided in clause (1) of the
preceding paragraph. The Trustee shall be entitled to
rely on a written instruction received as of the
Reinvestment Notice Date and shall not be affected by
any subsequent notice to the contrary. The Trustee
shall have no responsibility for any loss or
depreciation resulting from any reinvestment made in
accordance with this paragraph, or for any failure to
make such reinvestment in the event the Depositor does
not make Units available for purchase.
Any Unit holder who does not effectively elect
reinvestment in Units of their respective Trust pursuant to
the preceding paragraph shall receive a cash distribution in
the manner provided in clause (1) of the second preceding
paragraph."
G. Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (b) For purposes of this Section 3.05, the Unit
holder's Income Distribution shall be equal to such Unit
holder's pro rata share of the cash balance in the Income
Account computed as of the close of business on the Record
Date immediately preceding such Income Distribution after
deduction of (i) the fees and expenses then deductible
pursuant to Section 3.05.I. and (ii) the Trustee's estimate
of other expenses properly chargeable to the Income Account
pursuant to the Indenture which have accrued, as of such
Record Date, or are otherwise properly attributable to the
period to which such Income Distribution relates."
H. Section 3.11 of the Standard Terms and Conditions of
Trust is hereby deleted in its entirety and replaced with the
following language:
"Section 3.11. Notice to Depositor.
In the event that the Trustee shall have been notified
at any time of any action to be taken or proposed to be
taken by at least a legally required number of holders of
any Securities deposited in a Trust, the Trustee shall take
such action or omit from taking any action, as appropriate,
so as to insure that the Securities are voted as closely as
possible in the same manner and the same general proportion
as are the Securities held by owners other than such Trust.
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities,
the Trustee shall reject such offer. However, should any
issuance, exchange or substitution be effected
notwithstanding such rejection or without an initial offer,
any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee pursuant to the
Depositor's direction, unless the Depositor advises the
Trustee to keep such securities or property. The Depositor
may rely on the Portfolio Supervisor in so advising the
Trustee. The cash received in such exchange and cash
proceeds of any such sales shall be distributed to Unit
holders on the next distribution date in the manner set
forth in Section 3.05 regarding distributions from the
Capital Account. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by
reason of any such sale.
Neither the Depositor nor the Trustee shall be liable
to any person for any action or failure to take action
pursuant to the terms of this Section 3.11.
Whenever new securities or property is received and
retained by a Trust pursuant to this Section 3.11, the
Trustee shall, within five days thereafter, mail to all Unit
holders of such Trust notices of such acquisition unless
legal counsel for such Trust determines that such notice is
not required by The Investment Company Act of 1940, as
amended."
I. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended to include the following
subsection:
"Section 3.05.I.(e) deduct from the Interest Account
or, to the extent funds are not available in such Account,
from the Capital Account and pay to the Depositor the amount
that it is entitled to receive pursuant to Section 3.14.
J. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraphs
which shall be entitled Section 3.14.:
"Section 3.14. Bookkeeping and Administrative Expenses.
As compensation for providing bookkeeping and other
administrative services of a character described in Section
26(a)(2)(C) of the Investment Company Act of 1940 to the
extent such services are in addition to, and do not
duplicate, the services to be provided hereunder by the
Trustee or the Portfolio Supervisor, the Depositor shall
receive against a statement or statements therefor submitted
to the Trustee monthly or annually an aggregate annual fee
in an amount as set forth in the Prospectus times the number
of Units outstanding as of January 1 of such year except for
a year or years in which an initial offering period as
determined by Section 4.01 of this Indenture occurs, in
which case the fee for a month is based on the number of
Units outstanding at the end of such month (such annual fee
to be pro rated for any calendar year in which the Depositor
provides service during less than the whole of such year),
but in no event shall such compensation when combined with
all compensation received from other unit investment trusts
for which the Depositor hereunder is acting as Depositor for
providing such bookkeeping and administrative services in
any calendar year exceed the aggregate cost to the Depositor
providing services to such unit investment trusts. Such
compensation may, from time to time, be adjusted provided
that the total adjustment upward does not, at the time of
such adjustment, exceed the percentage of the total
increase, after the date hereof, in consumer prices for
services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent
of Shelter" or similar index, if such index should no longer
be published. The consent or concurrence of any Unit holder
hereunder shall not be required for any such adjustment or
increase. Such compensation shall be paid by the Trustee,
upon receipt of invoice therefor from the Depositor, upon
which, as to the cost incurred by the Depositor of providing
services hereunder the Trustee may rely, and shall be
charged against the Income and Capital Accounts on or before
the Distribution Date following the Monthly Record Date on
which such period terminates. The Trustee shall have no
liability to any Certificateholder or other person for any
payment made in good faith pursuant to this Section.
If the cash balance in the Income and Capital Accounts
shall be insufficient to provide for amounts payable
pursuant to this Section 3.14, the Trustee shall have the
power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02
hereof, or (ii) if no such Securities have been so
designated, such Securities as the Trustee may see fit to
sell in its own discretion, and to apply the proceeds of any
such sale in payment of the amounts payable pursuant to this
Section 3.14.
Any moneys payable to the Depositor pursuant to this
Section 3.14 shall be secured by a prior lien on the Trust
Fund except that no such lien shall be prior to any lien in
favor of the Trustee under the provisions of Section 6.04
herein.
K. Section 5.02 of the Standard Terms and Conditions of
Trust is amended by adding the following after the second
paragraph of such section:
"Notwithstanding anything herein to the contrary, in
the event that any tender of Units pursuant to this Section
5.02 would result in the disposition by the Trustee of less
than a whole Security, the Trustee shall distribute cash in
lieu thereof and sell such Securities as directed by the
Sponsors as required to make such cash available.
Subject to the restrictions set forth in the
Prospectus, Unit holders may redeem 2,500 Units or more of a
Trust and request a distribution in kind of (i) such Unit
holder's pro rata portion of each of the Securities in such
Trust, in whole shares, and (ii) cash equal to such Unit
holder's pro rata portion of the Income and Capital Accounts
as follows: (x) a pro rata portion of the net proceeds of
sale of the Securities representing any fractional shares
included in such Unit holder's pro rata share of the
Securities and (y) such other cash as may properly be
included in such Unit holder's pro rata share of the sum of
the cash balances of the Income and Capital Accounts in an
amount equal to the Unit Value determined on the basis of a
Trust Fund Evaluation made in accordance with Section 5.01
determined by the Trustee on the date of tender less amounts
determined in clauses (i) and (ii)(x) of this Section.
Subject to Section 5.05 with respect to Rollover Unit
holders, if applicable, to the extent possible,
distributions of Securities pursuant to an in kind
redemption of Units shall be made by the Trustee through the
distribution of each of the Securities in book-entry form to
the account of the Unit holder's bank or broker-dealer at
the Depository Trust Company. Any distribution in kind will
be reduced by customary transfer and registration charges."
L. Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the following
after the first word thereof:
"(i) the value of any Trust as shown by an evaluation
by the Trustee pursuant to Section 5.01 hereof shall be less
than the lower of $2,000,000 or 20% of the total principal
amount of Securities deposited in such Trust, or (ii)"
M. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust
Advisors L.P. and its successors in interest, or any
successor portfolio supervisor appointed as hereinafter
provided."
N. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean First Trust Advisors L.P.
and its successors in interest, or any successor evaluator
appointed as hereinafter provided."
O. The first sentence of Section 3.13. shall be amended to
read as follows:
"As compensation for providing supervisory portfolio
services under this Indenture, the Portfolio Supervisor
shall receive, in arrears, against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee in an amount which shall not exceed
$0.0035 per Unit outstanding as of January 1 of such year
except for a Trust during the year or years in which an
initial offering period as determined in Section 4.01 of
this Indenture occurs, in which case the fee for a month is
based on the number of Units outstanding at the end of such
month (such annual fee to be pro rated for any calendar year
in which the Portfolio Supervisor provides services during
less than the whole of such year), but in no event shall
such compensation when combined with all compensation
received from other series of the Trust for providing such
supervisory services in any calendar year exceed the
aggregate cost to the Portfolio Supervisor for the cost of
providing such services."
P. Section 3.01 of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"Section 3.01. Initial Cost. The expenses incurred in
establishing a Trust, including the cost of the preparation
and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture and
other documents relating to the Trust, printing of
Certificates, Securities and Exchange Commission and state
blue sky registration fees, the costs of the initial
valuation of the portfolio and audit of the Trust, the
initial fees and expenses of the Trustee, and legal and
other out-of-pocket expenses related thereto, but not
including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred
in the preparation and printing of brochures and other
advertising materials and any other selling expenses, to the
extent not borne by the Depositor, shall be borne by the
Trust. To the extent the funds in the Income and Capital
Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.01,
the Trustee shall advance out of its own funds and cause to
be deposited and credited to the Income Account such amount
as may be required to permit payment of such expenses. The
Trustee shall be reimbursed for such advance on each Record
Date from funds on hand in the Income Account or, to the
extent funds are not available in such Account, from the
Capital Account, in the amount deemed to have accrued as of
such Record Date as provided in the following sentence (less
prior payments on account of such advances, if any), and the
provisions of Section 6.04 with respect to the reimbursement
of disbursements for Trust expenses, including, without
limitation, the lien in favor of the Trustee therefor and
the authority to sell Securities as needed to fund such
reimbursement, shall apply to the payment of expenses and
the amounts advanced pursuant to this Section. For the
purposes of the preceding sentence and the addition provided
in clause (4) of the first sentence of Section 5.01, the
expenses borne by the Trust pursuant to this Section shall
be deemed to have been paid on the date of the Trust
Agreement and to accrue at a daily rate over the time period
specified for their amortization provided in the Prospectus;
provided, however, that nothing herein shall be deemed to
prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section
no later than the termination of the Trust. For purposes of
calculating the accrual of organizational expenses under
this Section 3.01, the Trustee shall rely on the written
estimates of such expenses provided by the Depositor
pursuant to Section 5.01."
Q. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The first sentence of the first paragraph of
Section 5.01 shall be amended by deleting the phrase
"together with all other assets of the Trust" at the end of
such sentence and adding the following at the conclusion
thereof: ", plus (4) amounts representing organizational
expenses paid from the Trust less amounts representing
accrued organizational expenses of the Trust, plus (5) all
other assets of the Trust."
(ii) The following shall be added at the end of the
first paragraph of Section 5.01:
Until the Depositor has informed the Trustee that
there will be no further deposits of Additional
Securities pursuant to section 2.01(b), the Depositor
shall provide the Trustee with written estimates of (i)
the total organizational expenses to be borne by the
Trust pursuant to Section 3.01 and (ii) the total
number of Units to be issued in connection with the
initial deposit and all anticipated deposits of
additional Securities. For purposes of calculating the
Trust Fund Evaluation and Unit Value, the Trustee shall
treat all such anticipated expenses as having been paid
and all liabilities therefor as having been incurred,
and all Units as having been issued, in each case on
the date of the Trust Agreement, and, in connection
with each such calculation, shall take into account a
pro rata portion of such expense and liability based on
the actual number of Units issued as of the date of
such calculation. In the event the Trustee is informed
by the Depositor of a revision in its estimate of total
expenses or total Units and upon the conclusion of the
deposit of additional Securities, the Trustee shall
base calculations made thereafter on such revised
estimates or actual expenses, respectively, but such
adjustment shall not affect calculations made prior
thereto and no adjustment shall be made in respect
thereof.
R. Section 2.03(a) of the Standard Terms and Conditions of
Trust shall be amended by adding the following sentence after the
first sentence of such section:
"The number of Units may be increased through a split
of the Units or decreased through a reverse split thereof,
as directed in writing by the Depositor, at any time when
the Depositor is the only beneficial holder of Units, which
revised number of Units shall be recorded by the Trustee on
its books. The Trustee shall be entitled to rely on the
Depositor's direction as certification that no person other
than the Depositor has a beneficial interest in the Units
and the Trustee shall have no liability to any person for
action taken pursuant to such direction."
S. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraph
which shall be entitled Section 3.15:
"Section 3.15. Deferred Sales Charge. If the
prospectus related to the Trust specifies a deferred sales
charge, the Trustee shall, on the dates specified in and as
permitted by such Prospectus (the "Deferred Sales Charge
Payment Dates"), withdraw from the Capital Account, an
amount per Unit specified in such Prospectus and credit such
amount to a special non-Trust account designated by the
Depositor out of which the deferred sales charge will be
distributed to or on the order of the Depositor on such
Deferred Sales Charge Payment Dates (the "Deferred Sales
Charge Account"). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, advance funds in an amount
required to fund the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge
Account, provided, however, that the aggregate amount
advanced by the Trustee at any time for payment of the
deferred sales charge shall not exceed $15,000. Such
direction shall, if the Trustee is directed to sell a
Security, identify the Security to be sold and include
instructions as to the execution of such sale. If a Unit
holder redeems Units prior to full payment of the deferred
sales charge, the Trustee shall, if so provided in the
related Prospectus, on the Redemption Date, withhold from
the Redemption Price payable to such Unit holder an amount
equal to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If pursuant to Section 5.02 hereof, the Depositor shall
purchase a Unit tendered for redemption prior to the payment
in full of the deferred sales charge due on the tendered
Unit, the Depositor shall pay to the Unit holder the amount
specified under Section 5.02 less the unpaid portion of the
deferred sales charge. All advances made by the Trustee
pursuant to this Section shall be secured by a lien on the
Trust prior to the interest of the Unit holders."
T. The following shall be added immediately following the
first sentence of paragraph (c) of Section 2.01:
"The Trustee may allow the Depositor to substitute any
Letter(s) of Credit deposited with the Trustee in connection with
the deposits described in Section 2.01(a) and (b) with cash in an
amount sufficient to satisfy the obligations to which the
Letter(s) of Credit relates. Any substituted Letter(s) of Credit
shall be released by the Trustee."
U. Notwithstanding anything to the contrary in Sections
3.15 and 4.05 of the Standard Terms and Conditions of Trust, so
long as Nike Securities L.P. is acting as Depositor, the Trustee
shall have no power to remove the Portfolio Supervisor.
V. Section 8.02 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The fourth sentence of the second paragraph shall
be deleted and replaced with the following:
"The Trustee will honor duly executed requests for in-
kind distributions received (accompanied by the electing
Unit holder's Certificate, if issued) by the close of
business ten business days prior to the Mandatory
Termination Date."
(ii) The first sentence of the fourth paragraph shall
be deleted and replaced with the following:
"Commencing no earlier than the business day following
that date on which Unit holders must submit to the Trustee
notice of their request to receive an in-kind distribution
of Securities at termination, the Trustee will liquidate the
Securities not segregated for in-kind distributions during
such period and in such daily amounts as the Depositor shall
direct."
IN WITNESS WHEREOF, Nike Securities L.P., The Chase
Manhattan Bank and First Trust Advisors L.P. have each caused
this Trust Agreement to be executed and the respective corporate
seal to be hereto affixed and attested (if applicable) by
authorized officers; all as of the day, month and year first
above written.
NIKE SECURITIES L.P.,
Depositor
By Robert M. Porcellino
Vice President
THE CHASE MANHATTAN BANK,
Trustee
By Rosalia A. Raviele
Vice President
[SEAL]
ATTEST:
Joan Currie
Assistant Treasurer
FIRST TRUST ADVISORS L.P.,
Evaluator
By Robert M. Porcellino
Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Robert M. Porcellino
Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
The First Trust Special Situations Trust, Series 217
(Note: Incorporated herein and made a part hereof for the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
October 15, 1997
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: FT 217
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of FT 217 in connection with the
preparation, execution and delivery of a Trust Agreement dated
October 15, 1997 among Nike Securities L.P., as Depositor, The
Chase Manhattan Bank, as Trustee and First Trust Advisors L.P. as
Evaluator and Portfolio Supervisor, pursuant to which the
Depositor has delivered to and deposited the Securities listed in
Schedule A to the Trust Agreement with the Trustee and pursuant
to which the Trustee has issued to or on the order of the
Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-35211)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:erg
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
October 15, 1997
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Re: FT 217
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
of FT 217 (the "Fund"), in connection with the issuance of units
of fractional undivided interests in certain of the Trusts of
said Fund (the "Trust"), under a Trust Agreement, dated October
15, 1997 (the "Indenture"), among Nike Securities L.P., as
Depositor, The Chase Manhattan Bank, as Trustee and First Trust
Advisors L.P., as Evaluator and Portfolio Supervisor.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents we have deemed pertinent. The opinions
expressed herein assume that the Trust will be administered, and
investments by the Trust from proceeds of subsequent deposits, if
any, will be made, in accordance with the terms of the Indenture.
The Trust holds Equity Securities as such term is defined in the
Prospectus. For purposes of the following discussion and
opinion, it is assumed that each Equity Security is equity for
Federal income tax purposes.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing United States Federal income tax
law:
I. Each Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unit holder
will be treated as the owner of a pro rata portion of each of the
assets of the Trusts under the Internal Revenue Code of 1986 (the
"Code") in the proportion that the number of Units held by him
bears to the total number of Units outstanding; the income of the
Trusts will be treated as income of the Unit holders in the
proportion described above thereof under the Code; and an item of
Trust income will have the same character in the hands of a Unit
holder as it would have in the hands of the Trustee. Each Unit
holder will be considered to have received his pro rata share of
income derived from each Trust asset when such income is
considered to be received by a Trust.
II. The price a Unit holder pays for his Units, generally
including sales charges, is allocated among his pro rata portion
of each Equity Security held by a Trust (in proportion to the
fair market values thereof on the valuation date closest to the
date the Unit holder purchases his Units) in order to determine
his tax basis for his pro rata portion of each Equity Security
held by a Trust. For Federal income tax purposes, a Unit
holder's pro rata portion of dividends, as defined by Section 316
of the Code, paid by a corporation with respect to an Equity
Security held by a Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings
and profits." A Unit holder's pro rata portion of dividends paid
on such Equity Security which exceeds such current and
accumulated earnings and profits will first reduce a Unit
holder's tax basis in such Equity Security, and to the extent
that such dividends exceed a Unit holder's tax basis in such
Equity Security shall be treated as gain from the sale or
exchange of property.
III. The price a Unit holder pays for his Units generally
including sales charges, is allocated among his pro rata portion
of each Equity Security held by such Trust (in proportion to the
fair market values thereof on the valuation date nearest the date
the Unit holder purchases his Units), in order to determine his
tax basis for his pro rata portion of each Equity Security held
by such Trust.
IV. Gain or loss will be recognized to a Unit holder
(subject to various nonrecognition provisions under the Code)
upon redemption or sale of his Units, except to the extent an in
kind distribution of stock is received by such Unit holder from a
Trust as discussed below. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the
adjusted basis of his Units. Before adjustment, such basis would
normally be cost if the Unit holder had acquired his Units by
purchase. Such basis will be reduced, but not below zero, by the
Unit holder's pro rata portion of dividends with respect to each
Equity Security which is not taxable as ordinary income.
V. If the Trustee disposes of a Trust asset (whether by
sale, exchange, liquidation, redemption, payment on maturity or
otherwise) gain or loss will be recognized to the Unit holder
(subject to various nonrecognition provisions under the Code) and
the amount thereof will be measured by comparing the Unit
holder's aliquot share of the total proceeds from the transaction
with his basis for his fractional interest in the asset disposed
of. Such basis is ascertained by apportioning the tax basis for
his Units (as of the date on which his Units were acquired) among
each of the Trust assets (as of the date on which his Units were
acquired) ratably according to their values as of the valuation
date nearest the date on which he purchased such Units. A Unit
holder's basis in his Units and of his fractional interest in
each Trust asset must be reduced, but not below zero, by the Unit
holder's pro rata portion of dividends with respect to each
Equity Security which is not taxable as ordinary income.
VI. Under the indenture, under certain circumstances, a
Unit holder tendering Units for redemption may request an in kind
distribution of Equity Securities upon the redemption of Units or
upon the termination of a Trust. As previously discussed, prior
to the redemption of Units or the termination of a Trust, a Unit
holder is considered as owning a pro rata portion of each of the
Trust's assets. The receipt of an in kind distribution will
result in a Unit holder receiving an undivided interest in whole
shares of stock and possibly cash. The potential federal income
tax consequences which may occur under an in kind distribution
with respect to each Equity Security owned by the Trust will
depend upon whether or not a United States Unit holder receives
cash in addition to Equity Securities. An "Equity Security" for
this purpose is a particular class of stock issued by a
particular corporation. A Unit holder will not recognize gain or
loss if a Unit holder only receives Equity Securities in exchange
for his or her pro rata portion in the Equity Securities held by
a Trust. However, if a Unit holder also receives cash in
exchange for a fractional share of an Equity Security held by a
Trust, such Unit holder will generally recognize gain or loss
based upon the difference between the amount of cash received by
a Unit holder and his tax basis in such fractional share of an
Equity Security held by a Trust. The total amount of taxable
gains (or losses) recognized upon such redemption will generally
equal the sum of the gain (or loss) recognized under the rules
described above by the redeeming Unit holder with respect to each
Equity Security owned by the Trust.
A domestic corporation owning Units in a Trust may be
eligible for the 70% dividends received deduction pursuant to
Section 243(a) of the Code with respect to such Unit holders' pro
rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to
the limitations imposed by Sections 246 and 246A of the Code. It
should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Section 67 of the Code provides that certain miscellaneous
itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be
deductible by an individual only to the extent they exceed 2% of
such individual's adjusted gross income. Unit holders may be
required to treat some or all of the expenses of a Trust as
miscellaneous itemized deductions subject to this limitation.
A Unit holder will recognize taxable gain (or loss)when all
or part of the pro rata interest in an Equity Security is either
sold by the Trust or redeemed or when a Unit holder disposes of
his Units in a taxable transaction, in each case for an amount
greater (or less) than his tax basis therefor; subject to various
nonrecognition provisions of the Code.
It should be noted that payments to a Trust of dividends on
Equity Securities that are attributable to foreign corporations
may be subject to foreign withholding taxes and Unit holders
should consult their tax advisers regarding the potential tax
consequences relating to the payment of any such withholding
taxes by the Trust. Any dividends withheld as a result thereof
will nevertheless be treated as income to the Unit holders.
Because under the grantor trust rules, an investor is deemed to
have paid directly his share of foreign taxes that have been paid
or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect
to such taxes.
Any gain or loss recognized on a sale or exchange will,
under current law, generally be capital gain or loss.
The scope of this opinion is expressly limited to the
matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes,
including foreign, state or local taxes or collateral tax
consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-35211)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/erg
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
October 15, 1997
The Chase Manhattan Bank, as Trustee of
FT 217
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Mr. Thomas Porrazzo
Vice President
Re: FT 217
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for the unit investment trust or trusts contained in
FT 217 (each, a "Trust"), which will be established under certain
Standard Terms and Conditions of Trust dated November 20, 1991,
and a related Trust Agreement dated as of today (collectively,
the "Indenture") among Nike Securities L.P., as Depositor (the
"Depositor"), First Trust Advisors L.P., as Evaluator, First
Trust Advisors L.P., as Portfolio Supervisor, and The Chase
Manhattan Bank, as Trustee (the "Trustee"). Pursuant to the
terms of the Indenture, units of fractional undivided interest in
the Trust (the "Units") will be issued in the aggregate number
set forth in the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as
a corporation under New York law, and accordingly will not be
subject to the New York State franchise tax or the New York City
general corporation tax.
2. Under the income tax laws of the State and City of New
York, the income of the Trust will be considered the income of
the holders of the Units.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 333-35211) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name under the captions "What is the Federal Tax Status of
Unit-holders?" and "Legal Opinions" in such Registration
Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
October 15, 1997
The Chase Manhattan Bank, as Trustee of
FT 217
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Mr. Thomas Porrazzo
Vice President
Re: FT 217
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
("Chase") in connection with the execution and delivery of a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively referred to herein as the "Indenture") among Nike
Securities L.P., as Depositor (the "Depositor"), First Trust
Advisors L.P., as Evaluator; First Trust Advisors L.P., as
Portfolio Supervisor; and Chase, as Trustee (the "Trustee"),
establishing the unit investment trust or trusts included in FT
217 (each, a "Trust"), and the confirmation by Chase, as Trustee
under the Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number of
units constituting the entire interest in the Trust (such
aggregate units being herein called "Units"), each of which
represents an undivided interest in the respective Trust which
consists of common stocks (including, confirmations of contracts
for the purchase of certain stocks not delivered and cash, cash
equivalents or an irrevocable letter of credit or a combination
thereof, in the amount required for such purchase upon the
receipt of such stocks), such stocks being defined in the
Indenture as Securities and referenced in the Schedule to the
Indenture.
We have examined the Indenture, a specimen of the
certificates to be issued hereunder (the "Certificates"), the
Closing Memorandum dated today's date, and such other documents
as we have deemed necessary in order to render this opinion.
Based on the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation
having the powers of a Trust Company under the laws of the State
of New York.
2. The Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and
delivery by Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration
books of the Trust the ownership of the Units by the Depositor.
Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the
Securities and Exchange Commission under the Securities Act of
1933, the Trustee may deliver Certificates for such Units, in
such names and denominations as the Depositor may request, to or
upon the order of the Depositor as provided in the Closing
Memorandum.
5. Chase, as Trustee, may lawfully advance to the Trust
amounts as may be necessary to provide periodic interest
distributions of approximately equal amounts, and be reimbursed,
without interest, for any such advances from funds in the
interest account, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois 60532
October 15, 1997
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: FT 217
Gentlemen:
We have examined the Registration Statement File No.
333-35211 for the above captioned fund. We hereby consent to the
use in the Registration Statement of the references to First
Trust Advisors L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
First Trust Advisors L.P.
Robert M. Porcellino
Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Blue Chip International Growth Trust
Series
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> OCT-15-1997
<PERIOD-START> OCT-15-1997
<PERIOD-END> OCT-15-1997
<INVESTMENTS-AT-COST> 148,503
<INVESTMENTS-AT-VALUE> 148,503
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148,503
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,503
<SHARES-COMMON-STOCK> 15,000
<SHARES-COMMON-PRIOR> 15,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,503
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> Energy Growth Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> OCT-15-1997
<PERIOD-START> OCT-15-1997
<PERIOD-END> OCT-15-1997
<INVESTMENTS-AT-COST> 149,865
<INVESTMENTS-AT-VALUE> 149,865
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,865
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,865
<SHARES-COMMON-STOCK> 15,138
<SHARES-COMMON-PRIOR> 15,138
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,865
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> Internet Growth Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> OCT-15-1997
<PERIOD-START> OCT-15-1997
<PERIOD-END> OCT-15-1997
<INVESTMENTS-AT-COST> 149,250
<INVESTMENTS-AT-VALUE> 149,250
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,250
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,250
<SHARES-COMMON-STOCK> 15,076
<SHARES-COMMON-PRIOR> 15,076
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,250
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> Investment Services Growth Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> OCT-15-1997
<PERIOD-START> OCT-15-1997
<PERIOD-END> OCT-15-1997
<INVESTMENTS-AT-COST> 149,383
<INVESTMENTS-AT-VALUE> 149,383
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,383
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,383
<SHARES-COMMON-STOCK> 15,089
<SHARES-COMMON-PRIOR> 15,089
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,383
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> Retail Growth Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> OCT-15-1997
<PERIOD-START> OCT-15-1997
<PERIOD-END> OCT-15-1997
<INVESTMENTS-AT-COST> 148,760
<INVESTMENTS-AT-VALUE> 148,760
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148,760
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,760
<SHARES-COMMON-STOCK> 15,026
<SHARES-COMMON-PRIOR> 15,026
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,760
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> Small-Cap Growth Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> OCT-15-1997
<PERIOD-START> OCT-15-1997
<PERIOD-END> OCT-15-1997
<INVESTMENTS-AT-COST> 148,940
<INVESTMENTS-AT-VALUE> 148,940
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148,940
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,940
<SHARES-COMMON-STOCK> 15,044
<SHARES-COMMON-PRIOR> 15,044
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,940
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
