File No. 333-35211
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
POST-EFFECTIVE
AMENDMENT NO. 4
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES 1
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
(Exact Name of Trust)
NIKE SECURITIES L.P.
(Exact Name of Depositor)
1001 Warrenville Road
Lisle, Illinois 60532
(Complete address of Depositor's principal executive offices)
NIKE SECURITIES L.P. CHAPMAN AND CUTLER
Attn: James A. Bowen Attn: Eric F. Fess
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
(Name and complete address of agents for service)
It is proposed that this filing will become effective (check
appropriate box)
: : immediately upon filing pursuant to paragraph (b)
: x : November 30, 2000
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
353,035 UNITS
PROSPECTUS
Part One
Dated November 28, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Blue Chip International Growth Trust Series (the "Trust") is a unit
investment trust consisting of a portfolio containing common stocks issued by
foreign companies. At October 16, 2000, each Unit represented a 1/353,035
undivided interest in the principal and net income of the Trust (see "The
Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.5% of the Public Offering Price (3.627%
of the net amount invested) excluding income and principal cash. At October
16, 2000, the Public Offering Price per Unit was $15.082 (see "Public
Offering" in Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 353,035
Fractional Undivided Interest in the Trust per Unit 1/353,035
Public Offering Price:
Aggregate Value of Securities in the Portfolio $5,098,520
Aggregate Value of Securities per Unit $14.442
Income and Principal cash in the Portfolio $40,846
Income and Principal cash per Unit $.116
Sales Charge 3.627% (3.5% of Public Offering Price,
excluding income and principal cash) $.524
Public Offering Price per Unit $15.082
Redemption Price and Sponsor's Repurchase Price per
Unit ($.524 less than the Public Offering Price
per Unit) $14.558
</TABLE>
Date Trust Established October 15, 1997
Mandatory Termination Date October 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $3,084 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: 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 $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 217
Blue Chip International Growth Trust Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 217, Blue Chip International Growth Trust
Series as of July 31, 2000, and the related statements of operations and
changes in net assets for each of the two years in the period then ended and
for the period from the Initial Date of Deposit, October 15, 1997, to July 31,
1998. These financial statements are the responsibility of the Trust's
Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
July 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 217, Blue Chip
International Growth Trust Series at July 31, 2000, and the results of its
operations and changes in its net assets for each of the two years in the
period then ended and for the period from the Initial Date of Deposit, October
15, 1997, to July 31, 1998, in conformity with accounting principles generally
accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $3,544,513)
(Note 1) $6,079,488
Dividends receivable 6,688
Unamortized deferred organization and offering costs 6,800
Cash 1,894
__________
6,094,870
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 652
_________
Net assets, applicable to 369,261 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $3,544,513
Net unrealized appreciation (Note 2) 2,534,975
Distributable funds 254,388
Less deferred sales charges paid (Note 3) (239,658)
__________
$6,094,218
==========
Net asset value per unit $16.504
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
PORTFOLIO - See notes to portfolio.
July 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
3,200 BASF AG (ADR) $130,800
2,914 Bayer AG (ADR) 121,776
2,638 (1) BP Amoco Plc 138,002
5,107 The Broken Hill Proprietary Company (ADR) 107,569
5,690 Cadbury Schweppes Plc (ADR) 146,165
2,498 Diageo Plc (ADR) 86,963
1,542 Daimler Chrysler AG (ADR) 81,245
1,853 ENI SpA (ADR) 104,231
19,792 (2) LM Ericsson (ADR) 388,418
2,276 HSBC Holdings Plc (ADR) 157,756
1,282 Hitachi Ltd. (ADR) 153,680
1,650 Honda Motor Co., Ltd. (ADR) 121,069
2,516 ING Groep NV (ADR) 169,201
14,346 (3) LVMH Moet Hennessy Louis Vuitton (ADR) 251,055
1,902 NEC Corporation (ADR) 251,064
1,640 Nestle SA (ADR) 170,822
19,414 (2) Oy Nokia AB (ADR) 860,293
3,075 (1) Novartis AG (ADR) 118,581
5,722 (2) Philips Electronics N.V. 257,135
1,320 Roche Holding AG (ADR) 124,001
2,090 Royal Dutch Petroleum Company N.V. 121,743
4,851 SAP AG (ADR) 270,443
8,064 (4) ST Microelectronics NV (ADR) 459,148
1,699 Siemens AG (ADR) 262,428
2,386 SmithKline Beecham (ADR) 152,704
2,488 (1) Sony Corporation (ADR) 233,718
4,235 (5) Telefonica de Espana SA (ADR) 268,131
2,167 Total Fina SA (formerly Total SA) (ADR) 159,411
2,109 Unilever N.V. 93,323
3,195 YPF Sociedad Anonima (ADR) 118,613
__________
Total investments $6,079,488
==========
</TABLE>
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
NOTES TO PORTFOLIO
July 31, 2000
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of a four for one stock split.
(3) The number of shares reflects the effect of a five for one stock split.
(4) The number of shares reflects the effect of a three for one stock split.
(5) The number of shares reflects the effect of a 2% stock dividend.
See accompanying notes to financial statements.
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $71,571 115,316 109,401
Expenses:
Trustee's fees and related expenses (7,989) (11,949) (5,302)
Evaluator's fees (1,123) (2,051) (1,181)
Supervisory fees (1,454) (2,434) (1,456)
Administrative fees (434) (695) (416)
Amortization of organization and
offering costs (3,084) (3,084) (2,450)
________________________________________
Total expenses (14,084) (20,213) (10,805)
________________________________________
Investment income - net 57,487 95,103 98,596
Net gain (loss) on investments:
Net realized gain (loss) 565,856 326,470 (7,276)
Change in net unrealized
appreciation or depreciation 1,329,706 255,014 950,255
________________________________________
1,895,562 581,484 942,979
________________________________________
Net increase in net assets
resulting from operations $1,953,049 676,587 1,041,575
========================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase in net assets resulting
from operations:
Investment income - net $57,487 95,103 98,596
Net realized gain (loss) on
investments 565,856 326,470 (7,276)
Change in net unrealized appreciation
or depreciation on investments 1,329,706 255,014 950,255
________________________________
1,953,049 676,587 1,041,575
Units issued (65,363 and 676,529 units in
1999 and 1998, respectively, net of
deferred sales charges of $9,151 and
$225,257 in 1999 and 1998, respectively) - 683,113 6,523,195
Units redeemed (91,542 and 296,089 units
in 2000 and 1999, respectively) (1,449,887) (3,271,259) -
Distributions to unit holders:
Investment income - net (68,414) (67,407) (69,587)
Principal from investment transactions - - -
________________________________
(68,414) (67,407) (69,587)
________________________________
Total increase (decrease) in net assets 434,748 (1,978,966)7,495,183
Net assets:
At the beginning of the period
(representing 460,803, 691,529 and
15,000 units outstanding at July 31,
1999 and 1998 and October 15, 1997,
respectively) 5,659,470 7,638,436 143,253
________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $254,388, $262,491
and $134,868 at July 31, 2000, 1999
and 1998, respectively) $6,094,218 5,659,470 7,638,436
================================
Trust units outstanding at the end of
the period 369,261 460,803 691,529
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization 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's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$15,418, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at July 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $2,664,020
Unrealized depreciation (129,045)
__________
$2,534,975
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on September 30, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made on the last day of June and
December to unit holders of record on the fifteenth day of June and December.
Capital distributions to unit holders, if any, are made 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 $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividend income $.172 .185 .218
Expenses (.034) (.032) (.021)
______________________________
Investment income - net .138 .153 .197
Distributions to unit holders:
Investment income - net (.169) (.122) (.116)
Principal from investment transactions - - -
Net gain (loss) on investments 4.253 1.205 1.415
______________________________
Total increase (decrease) in net
assets 4.222 1.236 1.496
Net assets:
Beginning of the period 12.282 11.046 9.550
______________________________
End of the period $16.504 12.282 11.046
===============================
</TABLE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
each period (415,523, 623,377 and 500,970 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distributions of approximately $.089 per unit
to 429,132 units on December 31, 1999, approximately $.080 per unit to 380,505
units on June 30, 2000, approximately $.037 per unit to 695,396 units on
December 31, 1998, approximately $.085 per unit to 486,645 units on June 30,
1999, approximately $.004 per unit to 409,187 units on December 31, 1997 and
approximately $.112 per unit to 609,144 units on June 30, 1998. The Net gain
(loss) on investments per unit during the year ended July 31, 1999 and the
period ended July 31, 1998 includes the effects of changes arising from
issuance of additional units during each period at net asset values which
differed from the net asset value per unit at the beginning of the period.
<PAGE>
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement and exhibits relating thereto, which the Trust 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.
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
13,926,165 UNITS
PROSPECTUS
Part One
Dated November 28, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Energy Growth Trust, Series 3 (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by energy companies.
At October 16, 2000, each Unit represented a 1/13,926,165 undivided interest
in the principal and net income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.5% of the Public Offering Price (3.627%
of the net amount invested) excluding income and principal cash. At October
16, 2000, the Public Offering Price per Unit was $8.608 (see "Public Offering"
in Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 13,926,165
Fractional Undivided Interest in the Trust per Unit 1/13,926,165
Public Offering Price:
Aggregate Value of Securities in the Portfolio $115,687,156
Aggregate Value of Securities per Unit $8.307
Income and Principal cash (overdraft) in the Portfolio $(23,289)
Income and Principal cash (overdraft) per Unit $(.002)
Sales Charge 3.627% (3.5% of Public Offering Price,
excluding income and principal cash) $.303
Public Offering Price per Unit $8.608
Redemption Price and Sponsor's Repurchase Price per
Unit ($.303 less than the Public Offering Price
per Unit) $8.305
</TABLE>
Date Trust Established October 15, 1997
Mandatory Termination Date October 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $16,684 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: 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 $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 217,
Energy Growth Trust, Series 3
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 217, Energy Growth Trust, Series 3 as of July
31, 2000, and the related statements of operations and changes in net assets
for each of the two years in the period then ended and for the period from the
Initial Date of Deposit, October 15, 1997, to July 31, 1998. These financial
statements are the responsibility of the Trust's Sponsor. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
July 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 217, Energy Growth Trust,
Series 3 at July 31, 2000, and the results of its operations and changes in
its net assets for each of the two years in the period then ended and for the
period from the Initial Date of Deposit, October 15, 1997, to July 31, 1998,
in conformity with accounting principles generally accepted in the United
States.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $122,522,508)
(Note 1) $121,690,874
Cash 18,633
Dividends receivable 11,688
Unamortized deferred organization and offering costs 36,794
Receivable from investment transactions 263,896
____________
122,021,885
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 33,040
Unit redemptions payable 393,239
___________
426,279
___________
Net assets, applicable to 15,976,178 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $122,522,508
Net unrealized depreciation (Note 2) (831,634)
Distributable funds 12,678,139
Less deferred sales charges paid (Note 3) (12,773,407)
____________
$121,595,606
============
Net asset value per unit $7.611
============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
PORTFOLIO - See notes to portfolio.
July 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
Oil and Gas - Drilling
93,501 Diamond Offshore Drilling $3,512,178
141,019 Ensco International Inc. 4,759,391
167,331 Global Marine, Inc. 4,737,643
136,281 Nabors Industries Inc. 5,672,697
167,876 Noble Drilling Corporation 7,313,182
152,171 R&B Falcon Corporation 3,033,986
148,417 Rowan Companies, Inc. 3,747,529
117,951 Transocean Sedco Forex, Inc, (formerly
Transocean Offshore, Inc.) 5,838,574
Oil and Gas - Exploration and Production
132,782 Noble Affiliates, Inc. 3,983,460
125,626 Nuevo Energy Company 1,915,796
Oil - Field Services
143,213 BJ Services Co. 8,360,059
105,441 (1) Grant Prideco, Inc. 2,122,000
286,006 Global Industries, Ltd. 3,575,076
67,896 Schlumberger Industries, Inc. 5,020,094
90,378 Tidewater Inc. 2,903,393
189,252 Varco International, Inc. (formerly
Tuboscope, Inc.) 3,264,597
133,757 Veritas DGC Inc. 2,875,775
106,072 (1) Weatherford International, Inc. 4,249,563
Oil - Integrated
131,139 (2) BP Amoco Plc (ADR) 6,860,275
102,028 (3) Exxon Mobil Corporation 8,162,240
101,245 Royal Dutch Petroleum Company N.V. 5,897,521
104,823 Total SA, (ADR) 7,711,094
158,902 USX-Marathon Corporation 3,863,384
155,235 YPF Sociedad Anonima (ADR) 5,763,099
Oil - Refining and Marketing
279,111 Giant Industries, Inc. 1,953,777
173,377 Tosco Corporation 4,594,491
____________
Total investments $121,690,874
============
</TABLE>
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
NOTES TO PORTFOLIO
July 31, 2000
(1) In April 2000, Weatherford International, Inc. (Weatherford), one of the
Trust's original holdings, spun off Grant Prideco, Inc. (Grant). Each
shareholder of Weatherford received one share of Grant for each share of
Weatherford held.
(2) The number of shares reflects the effect of a two for one stock split.
(3) In November 1999, Mobil Corporation (Mobil), one of the Trust's original
holdings, was acquired by Exxon Corporation (Exxon). Each shareholder
of Mobil received 1.3201 shares of Exxon for each share of Mobil held.
Concurrently, the name of the firm was changed to Exxon Mobil
Corporation.
See accompanying notes to financial statements.
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $1,644,561 2,380,729 1,429,403
Expenses:
Trustee's fees and related expenses (346,899) (403,213) (187,364)
Evaluator's fees (70,827) (118,744) (38,197)
Supervisory fees (99,304) (136,507) (52,098)
Administrative fees (25,154) (39,002) (14,885)
Amortization of organization
and offering costs (16,684) (16,684) (13,256)
___________________________________
Total expenses (558,868) (714,150) (305,800)
___________________________________
Investment income - net 1,085,693 1,666,579 1,123,603
Net gain (loss) on investments:
Net realized gain (loss) (13,308,929)(20,811,353) (1,301,061)
Change in net unrealized
appreciation or depreciation 44,281,403 30,325,407 (75,438,444)
___________________________________
30,972,474 9,514,054 (76,739,505)
___________________________________
Net increase (decrease) in net
assets resulting from operations $32,058,167 11,180,633 (75,615,902)
===================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $1,085,693 1,666,579 1,123,603
Net realized gain (loss) on
investments (13,308,929)(20,811,353) (1,301,061)
Change in net unrealized appreciation
or depreciation on investments 44,281,403 30,325,407 (75,438,444)
_____________________________________
32,058,167 11,180,633 (75,615,902)
Units issued (40,353,995 units in 1998,
net of deferred sales charges of
$12,768,109) - - 314,482,793
Units redeemed (17,360,272 and 7,032,683
units in 2000 and 1999, respectively) (119,890,315)(37,196,856) -
Distributions to unit holders:
Investment income - net (1,253,509) (1,566,240) (747,732)
Principal from investment transactions - - -
_____________________________________
(1,253,509) (1,566,240) (747,732)
_____________________________________
Total increase (decrease) in net assets (89,085,657)(27,582,463) 238,119,159
Net assets:
At the beginning of the period
(representing 33,336,450,
40,369,133 and 15,138 units
outstanding at July 31, 1999
and 1998 and October 15,
1997, respectively) 210,681,263 238,263,726 144,567
_____________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $12,678,139,
$12,870,538 and $7,000,026 at
July 31, 2000, 1999 and 1998,
respectively) $121,595,606 210,681,263 238,263,726
=====================================
Trust units outstanding at the end of
the period 15,976,178 33,336,450 40,369,133
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization 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's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$83,418, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized depreciation at July 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized depreciation $(19,264,051)
Unrealized appreciation 18,432,417
____________
$(831,634)
============
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on September 30, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made on the last day of June and
December to unit holders of record on the fifteenth day of June and December.
Capital distributions to unit holders, if any, are made 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 $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividend income $.067 .063 .085
Expenses (.023) (.019) (.018)
_____________________________
Investment income - net .044 .044 .067
Distributions to unit holders:
Investment income - net (.053) (.042) (.029)
Principal from investment transactions - - -
Net gain (loss) on investments 1.300 .416 (3.686)
_____________________________
Total increase (decrease) in net
assets 1.291 .418 (3.648)
Net assets:
Beginning of the period 6.320 5.902 9.550
_____________________________
End of the period 7.611 6.320 5.902
=============================
</TABLE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
each period (24,613,300, 37,938,426 and 16,770,559 units in 2000, 1999 and
1998, respectively). Distributions to unit holders of Investment income - net
per unit reflects the Trust's actual distributions of approximately $.033 per
unit to 27,208,123 units on December 31, 1999, approximately $.020 per unit to
17,532,288 units on June 30, 2000, approximately $.020 per unit to 39,478,616
units on December 31, 1998, approximately $.022 per unit to 35,099,819 units
on June 30, 1999, approximately $.006 per unit to 4,588,022 units on December
31, 1997 and approximately $.023 per unit to 30,895,328 units on June 30,
1998. The Net gain (loss) on investments per unit during the period ended
July 31, 1998 includes the effects of changes arising from issuance of
40,353,995 additional units during the period at net asset values which
differed from the net asset value per unit of the original 15,138 units
($9.550 per unit) on October 15, 1997.
<PAGE>
FT 217
ENERGY GROWTH TRUST, SERIES 3
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement and exhibits relating thereto, which the Trust 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.
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
15,803,303 UNITS
PROSPECTUS
Part One
Dated November 28, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Internet Growth Trust, Series 3 (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by companies which,
in the opinion of the Sponsor as of the Initial Date of Deposit, may benefit
from the rapid growth of the digital interactive web, commonly referred to as
the Internet. At October 16, 2000, each Unit represented a 1/15,803,303
undivided interest in the principal and net income of the Trust (see "The
Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.5% of the Public Offering Price (3.627%
of the net amount invested) excluding income and principal cash. At October
16, 2000, the Public Offering Price per Unit was $24.663 (see "Public
Offering" in Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 15,803,303
Fractional Undivided Interest in the Trust per Unit 1/15,803,303
Public Offering Price:
Aggregate Value of Securities in the Portfolio $378,312,145
Aggregate Value of Securities per Unit $23.939
Income and Principal cash (overdraft) in the Portfolio $(2,277,016)
Income and Principal cash (overdraft) per Unit $(.144)
Sales Charge 3.627% (3.5% of Public Offering Price,
excluding income and principal cash) $.868
Public Offering Price per Unit $24.663
Redemption Price and Sponsor's Repurchase Price per
Unit ($.868 less than the Public Offering Price
per Unit) $23.795
</TABLE>
Date Trust Established October 15, 1997
Mandatory Termination Date October 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $45,778 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: 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 $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 217,
Internet Growth Trust, Series 3
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 217, Internet Growth Trust, Series 3 as of July
31, 2000, and the related statements of operations and changes in net assets
for each of the two years in the period then ended and for the period from the
Initial Date of Deposit, October 15, 1997, to July 31, 1998. These financial
statements are the responsibility of the Trust's Sponsor. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
July 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 217, Internet Growth
Trust, Series 3 at July 31, 2000, and the results of its operations and
changes in its net assets for each of the two years in the period then ended
and for the period from the Initial Date of Deposit, October 15, 1997, to July
31, 1998, in conformity with accounting principles generally accepted in the
United States.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $147,418,594)
(Note 1) $461,079,037
Dividends receivable 12,217
Receivable from investment transactions 847,386
Unamortized deferred organization and offering costs 100,960
____________
462,039,600
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 29,394
Cash overdraft 1,661,986
Unit redemptions payable 1,044,075
___________
2,735,455
___________
Net assets, applicable to 16,652,865 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $147,418,594
Net unrealized appreciation (Note 2) 313,660,443
Distributable funds 9,733,800
Less deferred sales charges paid (Note 3) (11,508,692)
____________
$459,304,145
============
Net asset value per unit $27.581
============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
PORTFOLIO - See notes to portfolio.
July 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
Access/Information Providers
1,549,944 (1) America Online, Inc. $82,632,164
162,845 First Data Corporation 7,501,129
257,502 (2) WorldCom, Inc. (Class A)
(formerly MCI World.Com, Inc. (Class A)) 10,058,801
Communications Equipment
908,242 (3) ADC Telecommunications, Inc. 38,089,853
610,830 Lucent Technologies, Inc. 26,723,813
216,727 Tellabs, Inc. 14,087,255
Computer Networking
117,961 (4) 3Com Corporation 1,599,906
80,481 (5) Alcatel Alsthom Corporation 5,885,173
713,529 (1) Cisco Systems, Inc. 46,691,911
386,754 (6) Nortel Networks, Inc. 28,764,829
174,960 (4) Palm, Inc. 6,823,440
Computers
36,353 (7) Agilent Technologies, Inc. 1,481,385
170,555 Compaq Computer Corporation 4,786,285
522,671 Dell Computer Corporation 22,965,118
94,742 (7) Hewlett-Packard Company 10,344,689
556,502 (1) Sun Microsystems, Inc. 58,676,458
Semiconductors
282,760 (1) Intel Corporation 18,874,230
191,225 (8) Solectron Corporation 7,708,853
Software
193,486 BMC Software, Inc. 3,652,048
125,489 Computer Associates International, Inc. 3,113,759
188,924 Microsoft Corporation 13,189,351
157,333 Network Associates, Inc. 3,018,906
530,357 (1) Oracle Corporation 39,876,482
207,821 PeopleSoft, Inc. 4,533,199
____________
Total investments $461,079,037
============
</TABLE>
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
NOTES TO PORTFOLIO
July 31, 1999
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of a three for two stock split.
(3) In June 2000, PairGain Technologies, Inc. (PairGain), one of the Trust's
original holdings, was acquired by ADC Telecommunications, Inc.(ADC)
which was also one of the Trust's original holdings. Each shareholder
of PairGain received .43 shares of ADC for each share of PairGain held.
Additionally, ADC effected a two for one stock split prior to and
subsequent to the acquisition.
(4) In July 2000, 3Com Corporation (3Com), one of the Trust's original
holdings, spun off Palm, Inc. (Palm). Each shareholder of 3Com received
1.4832 shares of Palm for each share of 3Com held.
(5) In May 2000, Newbridge Networks Corporation (Newbridge), one of the
Trust's original holdings, was acquired by Alcatel Alsthom Corporation
(Alcatel). Each shareholder of Newbridge received .81 shares of
Alcatel for each share of Newbridge held.
(6) The number of shares reflects the effect of two two for one stock
splits.
(7) In May 2000, Hewlett-Packard Company (HP), one of the Trust's original
holdings, spun off Agilent Technologies, Inc. (Agilent). Each
shareholder of HP received .3814 shares of Agilent for each share of HP
held.
(8) In November 1999, Smart Modular Technologies, Inc. (Smart Modular), one
of the Trusts original holdings, was acquired by Solectron Corporation
(Solectron). Each shareholder of Smart Modular received .51 shares of
Solectron for each share of Smart Modular held. Additionally, Solectron
effected a two for one stock split subsequent to the acquisition.
See accompanying notes to financial statements.
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $210,393 130,220 186,616
Expenses:
Trustee's fees and related expenses(200,899) (284,848) (236,607)
Evaluator's fees (55,556) (81,637) (69,380)
Supervisory fees (70,505) (99,262) (84,516)
Administrative fees (17,990) (28,361) (24,148)
Amortization of organization
and offering costs (45,778) (45,778) (36,372)
__________________________________________
Total expenses (390,728) (539,886) (451,023)
__________________________________________
Investment income (loss) - net (180,335) (409,666) (264,407)
Net gain (loss) on investments:
Net realized gain (loss) 60,913,940 53,785,164 8,161,570
Change in net unrealized
appreciation or depreciation 113,349,487 138,515,715 61,795,241
__________________________________________
174,263,427 192,300,879 69,956,811
__________________________________________
Net increase in net assets
resulting from operations $174,083,092 191,891,213 69,692,404
==========================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase in net assets resulting
from operations:
Investment income (loss) - net $(180,335) (409,666) (264,407)
Net realized gain (loss) on investments 60,913,940 53,785,164 8,161,570
Change in net unrealized appreciation
or depreciation on investments 113,349,487 138,515,715 61,795,241
_____________________________________
174,083,092 191,891,213 69,692,404
Units issued (32,866,900 units in 1998,
net of deferred sales charges of
$11,503,415) - - 290,328,459
Units redeemed (3,759,859, 8,752,739 and
3,716,513 units in 2000, 1999 and 1998,
respectively) (94,769,948)(132,530,344)(39,534,704)
Distributions to unit holders:
Investment income - net - - -
Principal from investment transactions - - -
_____________________________________
- - -
_____________________________________
Total increase (decrease) in net assets 79,313,144 59,360,869 320,486,159
Net assets:
At the beginning of the period
(20,412,724, 29,165,463 and 15,076
units outstanding at July 31, 1999
and 1998 and October 15, 1997,
respectively) 379,991,001 320,630,132 143,973
_____________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $9,733,800,
$10,601,356 and $7,343,563 at
July 31, 2000, 1999 and 1998,
respectively) $459,304,145 379,991,001 320,630,132
=====================================
Trust units outstanding at the end of
the period 16,652,865 20,412,724 29,165,463
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization 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's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$228,888, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at July 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $328,315,732
Unrealized depreciation (14,655,289)
____________
$313,660,443
============
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on September 30, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders, if any, are made on the last day of
December to unit holders of record on the fifteenth day of June and December.
Capital distributions to unit holders, if any, are made 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 $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year. The Trust made no distributions to unit holders during the years
ended July 31, 2000 and 1999 and the period ended July 31, 1998.
<PAGE>
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividend income $.011 .005 .006
Expenses (.021) (.022) (.015)
_________________________
Investment income (loss) - net (.010) (.017) (.009)
Distributions to unit holders:
Investment income - net - - -
Principal from investment transactions - - -
Net gain (loss) on investments 8.976 7.639 1.452
_________________________
Total increase (decrease) in net assets 8.966 7.622 1.443
Net assets:
Beginning of the period 18.615 10.993 9.550
_________________________
End of the period $27.581 18.615 10.993
=========================
</TABLE>
Dividend income, Expenses and Investment income (loss) - net per unit have
been calculated based on the weighted-average number of units outstanding
during each period (18,518,590, 24,633,553 and 28,969,961 units in 2000, 1999
and 1998, respectively). The Net gain (loss) on investments per unit during
the period ended July 31, 1998 includes the effects of changes arising from
issuance of 32,866,900 additional units during the period at net asset values
which differed from the net asset value per unit at the beginning of the
period ($9.550 per unit on October 15, 1997).
<PAGE>
FT 217
INTERNET GROWTH TRUST, SERIES 3
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement and exhibits relating thereto, which the Trust 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.
PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
742,733 UNITS
PROSPECTUS
Part One
Dated November 28, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Investment Services Growth Trust, Series 2 (the "Trust") is a unit
investment trust consisting of a portfolio containing common stocks issued by
brokerage and investment services companies. At October 16, 2000, each Unit
represented a 1/742,733 undivided interest in the principal and net income of
the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.5% of the Public Offering Price (3.627%
of the net amount invested) excluding income and principal cash. At October
16, 2000, the Public Offering Price per Unit was $16.583 (see "Public
Offering" in Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 742,733
Fractional Undivided Interest in the Trust per Unit 1/742,733
Public Offering Price:
Aggregate Value of Securities in the Portfolio $11,854,078
Aggregate Value of Securities per Unit $15.960
Income and Principal cash in the Portfolio $32,342
Income and Principal cash per Unit $.044
Sales Charge 3.627% (3.5% of Public Offering Price,
excluding income and principal cash) $.579
Public Offering Price per Unit $16.583
Redemption Price and Sponsor's Repurchase Price per
Unit ($.579 less than the Public Offering Price
per Unit) $16.004
</TABLE>
Date Trust Established October 15, 1997
Mandatory Termination Date October 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $6,684 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: 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 $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 217,
Investment Services Growth Trust, Series 2
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 217, Investment Services Growth Trust, Series 2
as of July 31, 2000, and the related statements of operations and changes in
net assets for each of the two years in the period then ended and for the
period from the Initial Date of Deposit, October 15, 1997, to July 31, 1998.
These financial statements are the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
July 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 217, Investment Services
Growth Trust, Series 2 at July 31, 2000, and the results of its operations and
changes in its net assets for each of the two years in the period then ended
and for the period from the Initial Date of Deposit, October 15, 1997, to July
31, 1998, in conformity with accounting principles generally accepted in the
United States.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $7,440,364)
(Note 1) $13,226,173
Dividends receivable 1,779
Receivable from investment transactions 82,878
Unamortized deferred organization and offering costs 14,739
Cash 4,872
___________
13,330,441
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 1,474
Unit redemptions payable 83,254
___________
84,728
___________
Net assets, applicable to 827,489 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $7,440,364
Net unrealized appreciation (Note 2) 5,785,809
Distributable funds 702,597
Less deferred sales charges paid (Note 3) (683,057)
__________
$13,245,713
===========
Net asset value per unit $16.007
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
PORTFOLIO - See notes to portfolio.
July 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
13,124 Advest Group, Inc. $343,691
8,124 (1) Bear Stearns Companies, Inc. 437,680
10,111 CityGroup, Inc. 713,463
8,982 Donaldson, Lufkin & Jenrette, Inc. 463,139
35,364 E Trade Group, Inc. 530,460
17,873 Eaton Vance Corporation (Class A) 926,054
9,398 A.G. Edwards, Inc. 496,919
12,288 (2) First Union Corporation 317,190
6,861 Franklin Resources, Inc. 246,138
5,479 Interra Corporation (formerly Dain
Rauscher Corporation) 371,547
26,443 Investment Technology Group, Inc. 1,285,791
8,546 Jeffries Group, Inc. 228,606
12,982 Keycorp 228,003
12,418 Legg Mason, Wood, Walker, Inc. 645,736
6,092 Lehman Brothers Holdings, Inc. 684,588
4,471 Merrill Lynch & Company, Inc. 577,877
16,549 Morgan Keegan, Inc. 328,911
11,401 (3) Morgan Stanley, Dean Witter and Co. 1,040,341
10,065 Paine Webber Group, Inc. 697,001
9,539 T. Rowe Price Associates, Inc. 389,907
14,005 Raymond James Financial, Inc. 350,125
42,293 (4) Charles Schwab Corporation 1,527,835
14,337 (5) Southwest Securities Group, Inc. 395,171
___________
Total investments $13,226,173
===========
</TABLE>
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
NOTES TO PORTFOLIO
July 31, 2000
(1) The number of shares reflects the effect of a 5% stock dividend.
(2) In October 1999, Everen Capital Corporation (Everen), one of the Trust's
original holdings, was acquired by First Union Corporation (First
Union). Each shareholder of Everen received .8286 shares of First Union
for each share of Everen held.
(3) The number of shares reflects the effect of a two for one stock split.
(4) The number of shares reflects the effect of a three for two stock split.
(5) The number of shares reflects the effect of a 10% stock dividend.
See accompanying notes to financial statements.
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $125,675 195,447 118,131
Expenses:
Trustee's fees and related expenses (13,295) (26,360) (15,223)
Evaluator's fees (2,504) (4,445) (4,272)
Supervisory fees (4,057) (5,582) (5,236)
Administrative fees (928) (1,595) (1,496)
Amortization of organization and
offering costs (6,684) (6,684) (5,311)
__________________________________
Total expenses (27,468) (44,666) (31,538)
__________________________________
Investment income - net 98,207 150,781 86,593
Net gain (loss) on investments:
Net realized gain (loss) 975,208 1,192,443 698,097
Change in net unrealized appreciation
or depreciation 1,607,774 1,692,540 2,485,495
__________________________________
2,582,982 2,884,983 3,183,592
__________________________________
Net increase in net assets resulting
from operations $2,681,189 3,035,764 3,270,185
==================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase in net assets resulting
from operations:
Investment income - net $98,207 150,781 86,593
Net realized gain (loss) on investments 975,208 1,192,443 698,097
Change in net unrealized appreciation
or depreciation on investments 1,607,774 1,692,540 2,485,495
___________________________________
2,681,189 3,035,764 3,270,185
Units issued (1,936,502 units in 1998, net
of deferred sales charges of $677,776) - - 18,009,468
Unit redemptions (205,368, 588,613 and
330,121 units in 2000, 1999 and 1998,
respectively) (2,747,810) (6,716,986) (3,604,214)
Distributions to unit holders:
Investment income - net (92,246) (144,846) (55,509)
Principal from investment transactions (533,384) - -
___________________________________
(625,630) (144,846) (55,509)
___________________________________
Total increase (decrease) in net assets (692,251) (3,826,068) 17,619,930
Net assets:
At the beginning of the period
(representing 1,032,857, 1,621,470
and 15,089 units outstanding at
July 31, 1999 and 1998 and
October 15, 1997, respectively) 13,937,964 17,764,032 144,102
___________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $702,597, $701,677
and $476,666 at July 31, 2000,
1999 and 1998, respectively) $13,245,713 13,937,964 17,764,032
===================================
Trust units outstanding at the end of
the period 827,489 1,032,857 1,621,470
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization 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's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$33,418, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at July 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $5,987,263
Unrealized depreciation (201,454)
__________
$5,785,809
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on September 30, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made on the last day of June and
December to unit holders of record on the fifteenth day of June and December.
Capital distributions to unit holders, if any, are made 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 $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividend income $.136 .149 .068
Expenses (.030) (.034) (.018)
____________________________
Investment income - net .106 .115 .050
Distributions to unit holders:
Investment income - net (.102) (.123) (.032)
Principal from investment transactions (.606) - -
Net gain (loss) on investments 3.114 2.547 1.388
____________________________
Total increase (decrease) in net assets 2.512 2.539 1.406
Net assets:
Beginning of the period 13.495 10.956 9.550
____________________________
End of the period $16.007 13.495 10.956
============================
</TABLE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
each period (925,293, 1,309,341 and 1,749,241 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distributions of approximately $.051 per unit
to 958,222 units on December 31, 1999, approximately $.051 per unit to 854,086
units on June 30, 2000, approximately $.031 per unit to 1,417,764 units on
December 31, 1998, approximately $.092 per unit to 1,093,117 units on June 30,
1999, approximately $.004 per unit to 1,890,199 units on December 31, 1997 and
approximately $.028 per unit to 1,720,381 units on June 30, 1998.
Distributions to unit holders of Principal from investment transactions per
unit reflect the Trust's actual distributions of approximately $.606 per unit
to 880,606 units on March 31, 2000. The Net gain (loss) on investments per
unit during the period ended July 31, 1998 includes the effects of changes
arising from issuance of 1,936,502 additional units during the period at net
asset values which differed from the net asset value per unit of the original
15,026 units ($9.550 per unit) on October 15, 1997.
<PAGE>
FT 217
INVESTMENT SERVICES GROWTH TRUST, SERIES 2
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement and exhibits relating thereto, which the Trust 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.
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
162,390 UNITS
PROSPECTUS
Part One
Dated November 28, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Retail Growth Trust, Series 2 (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by retail companies
which are incorporated or headquartered primarily in the United States. At
October 16, 2000, each Unit represented a 1/162,390 undivided interest in the
principal and net income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.5% of the Public Offering Price (3.627%
of the net amount invested) excluding income and principal cash. At October
16, 2000, the Public Offering Price per Unit was $14.698 (see "Public
Offering" in Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 162,390
Fractional Undivided Interest in the Trust per Unit 1/162,390
Public Offering Price:
Aggregate Value of Securities in the Portfolio $2,304,865
Aggregate Value of Securities per Unit $14.193
Income and Principal cash (overdraft) in the Portfolio $(1,656)
Income and Principal cash (overdraft) per Unit $(.010)
Sales Charge 3.627% (3.5% of Public Offering Price,
excluding income and principal cash) $.515
Public Offering Price per Unit $14.698
Redemption Price and Sponsor's Repurchase Price per
Unit ($.515 less than the Public Offering Price
per Unit) $14.183
</TABLE>
Date Trust Established October 15, 1997
Mandatory Termination Date October 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $3,084 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: 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 $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 217,
Retail Growth Trust, Series 2
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 217, Retail Growth Trust, Series 2 as of July
31, 2000, and the related statements of operations and changes in net assets
for each of the two years in the period then ended and for the period from the
Initial Date of Deposit, October 15, 1997, to July 31, 1998. These financial
statements are the responsibility of the Trust's Sponsor. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
July 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 217, Retail Growth Trust,
Series 2 at July 31, 2000, and the results of its operations and changes in
its net assets for each of the two years in the period then ended and for the
period from the Initial Date of Deposit, October 15, 1997, to July 31, 1998,
in conformity with accounting principles generally accepted in the United
States.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $2,184,987)
(Note 1) $2,869,549
Unamortized deferred organization and offering costs 6,800
__________
2,876,349
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Cash overdraft 4,405
Accrued liabilities 288
__________
4,693
__________
Net assets, applicable to 196,885 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $2,184,987
Net unrealized appreciation (Note 2) 684,562
Distributable funds 133,390
Less deferred sales charges paid (Note 3) (131,283)
__________
$2,871,656
==========
Net asset value per unit $14.585
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
PORTFOLIO - See notes to portfolio.
July 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
2,344 AutoZone, Inc. $53,619
2,400 Barnes & Noble, Inc. 48,600
4,761 Bed Bath & Beyond, Inc. 175,267
1,963 Consolidated Stores Corporation 23,434
3,757 (1) Costco Wholesale Corporation (formerly
Costco Companies, Inc.) 122,339
5,576 (2) Dollar General Corporation 102,459
1,749 Federated Department Stores, Inc. 42,086
5,058 Gap, Inc. 181,142
1,701 Gucci Group N.V. 162,765
3,272 Tommy Hilfiger Corporation 30,675
4,252 (3) Home Depot, Inc. 220,041
4,732 (1) Kohl's Corporation 268,541
4,709 Kroger Co. 97,420
3,567 Lowe's Companies, Inc. 150,485
2,611 Nautica Enterprises, Inc. 28,395
2,663 Safeway, Inc. 120,003
1,418 Sears, Roebuck and Co. 42,363
1,344 St. John Knits, Inc. 33,600
6,137 Staples, Inc. 84,770
5,216 (1) Target Corporation (formerly Dayton
Hudson Corporation) 151,264
6,880 (1) Tiffany & Co. 235,640
5,320 The TJX Companies, Inc. 89,110
4,261 Wal-Mart Stores, Inc. 234,091
5,497 Walgreen Company 171,440
__________
Total investments $2,869,549
==========
</TABLE>
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
NOTES TO PORTFOLIO
July 31, 2000
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of a five for four stock split.
(3) The number of shares reflects the effect of a three for two stock split.
See accompanying notes to financial statements.
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $10,656 14,599 6,853
Expenses:
Trustee's fees and related expenses (5,181) (6,149) (2,912)
Evaluator's fees (698) (1,115) (597)
Supervisory fees (1,153) (1,439) (763)
Administrative fees (261) (411) (218)
Amortization of organization and
offering costs (3,084) (3,084) (2,450)
_________________________________
Total expenses (10,377) (12,198) (6,940)
_________________________________
Investment income (loss) - net 279 2,401 (87)
Net gain (loss) on investments:
Net realized gain (loss) 371,016 598,019 (7,016)
Change in net unrealized appreciation
or depreciation (730,855) 663,601 751,816
_________________________________
(359,839) 1,261,620 744,800
_________________________________
Net increase (decrease) in net assets
resulting from operations $(359,560) $1,264,021 744,713
=================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income (loss) - net $279 2,401 (87)
Net realized gain (loss) on investments 371,016 598,019 (7,016)
Change in net unrealized appreciation
or depreciation on investments (730,855) 663,601 751,816
__________________________________
(359,560) 1,264,021 744,713
Units issued (34,707 and 381,682 units in
1999 and 1998, respectively, net of
deferredsales charges of $4,048 and
$121,976 in 1999 and 1998, respectively) - 449,578 4,163,792
Units redeemed (117,668 and 116,862 units
in 2000 and 1999, respectively) (1,747,759) (1,768,459) -
Distributions to unit holders:
Investment income - net - - -
Principal from investment transactions (18,171) - -
__________________________________
(18,171) - -
__________________________________
Total increase (decrease) in net assets (2,125,490) (54,860) 4,908,505
Net assets:
At the beginning of the period
(representing 314,553, 396,708 and
15,026 units outstanding at July 31,
1999 and 1998 and October 15, 1997,
respectively) 4,997,146 5,052,006 143,501
__________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $133,390, $151,468
and $51,577 at July 31, 2000, 1999
and 1998, respectively) $2,871,656 4,997,146 5,052,006
==================================
Trust units outstanding at the end of
the period 196,885 314,553 396,708
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization 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's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$15,418 been deferred and are being amortized over five years from the Initial
Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at July 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $1,004,862
Unrealized depreciation (320,300)
__________
$684,562
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on September 30, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders (if any) are made on the last day of each
June and December to unit holders of record on the fifteenth day of each June
and December. Capital distributions to unit holders, if any, are made 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 $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year. The Trust made no distributions to unit holders during the year
ended July 31, 1999 or the period ended July 31, 1998.
<PAGE>
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividend income $.043 .038 .027
Expenses (.042) (.032) (.027)
___________________________
Investment income (loss) - net .001 .006 -
Distributions to unit holders:
Investment income - net - - -
Principal from investment transactions (.069) - -
Net gain (loss) on investments (1.233) 3.145 3.185
___________________________
Total increase (decrease) in net assets (1.301) 3.151 3.185
Net assets:
Beginning of the period 15.886 12.735 9.550
___________________________
End of the period $14.585 15.886 12.735
===========================
</TABLE>
Dividend income, Expenses and Investment income (loss) - net per unit have
been calculated based on the weighted-average number of units outstanding
during each period (249,693, 382,909 and 256,415 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Principal from investment
transactions per unit reflects the Trust's actual distribution of
approximately $.069 per unit to 263,734 units on December 31, 1999. The Net
gain (loss) on investments per unit during the year ended July 31, 1999, and
the period ended July 31, 1998, includes the effects of changes arising from
issuance of additional units during each period at net asset values which
differed from the net asset value per unit at the beginning of the period.
<PAGE>
FT 217
RETAIL GROWTH TRUST, SERIES 2
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement and exhibits relating thereto, which the Trust 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.
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
636,630 UNITS
PROSPECTUS
Part One
Dated November 28, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Small-Cap Growth Trust, Series 2 (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by companies which,
at the Initial Date of Deposit, were considered to be small-capitalization
("small-cap") companies. At October 16, 2000, each Unit represented a
1/636,630 undivided interest in the principal and net income of the Trust (see
"The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.5% of the Public Offering Price (3.627%
of the net amount invested) excluding income and principal cash. At October
16, 2000, the Public Offering Price per Unit was $6.503 (see "Public Offering"
in Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 636,630
Fractional Undivided Interest in the Trust per Unit 1/636,630
Public Offering Price:
Aggregate Value of Securities in the Portfolio $4,011,938
Aggregate Value of Securities per Unit $6.302
Income and Principal cash (overdraft) in the Portfolio $(18,009)
Income and Principal cash (overdraft) per Unit (.028)
Sales Charge 3.627% (3.5% of Public Offering Price,
excluding income and principal cash) $.229
Public Offering Price per Unit $6.503
Redemption Price and Sponsor's Repurchase Price per
Unit ($.229 less than the Public Offering Price
per Unit) $6.274
</TABLE>
Date Trust Established October 15, 1997
Mandatory Termination Date October 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $4,684 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: 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 $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 217,
Small-Cap Growth Trust, Series 2
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 217, Small-Cap Growth Trust, Series 2 as of
July 31, 2000, and the related statements of operations and changes in net
assets for each of the two years in the period then ended and for the period
from the Initial Date of Deposit, October 15, 1997, to July 31, 1998. These
financial statements are the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
July 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 217, Small-Cap Growth
Trust, Series 2 at July 31, 2000, and the results of its operations and
changes in its net assets for each of the two years in the period then ended
and for the period from the Initial Date of Deposit, October 15, 1997, to July
31, 1998, in conformity with accounting principles generally accepted in the
United States.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
STATEMENT OF ASSETS AND LIABILITIES
July 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $4,546,670)
(Note 1) $4,635,969
Unamortized deferred organization and offering costs 10,328
__________
4,646,297
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 1,269
Cash overdraft 10,796
__________
12,065
__________
Net assets, applicable to 684,416 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $4,546,670
Net unrealized appreciation (Note 2) 89,299
Distributable funds 687,931
Less deferred sales charges paid (Note 3) (689,668)
__________
$4,634,232
==========
Net asset value per unit $6.771
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
PORTFOLIO - See notes to portfolio.
July 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
7,401 Applebee's International, Inc. $164,213
5,764 Benchmark Electronics, Inc. 237,044
5,235 BMC Industries, Inc. 26,175
8,873 Champion Enterprises, Inc. 48,251
5,856 Coherent, Inc. 350,628
6,831 Dura Automotive Systems, Inc. 70,448
5,217 ENCAD, Inc. 15,328
3,833 Fair Isaac & Company, Inc. 190,933
13,929 Gentex Corporation 316,885
8,377 Giant Industries, Inc. 58,639
13,499 (1) Jack Henry & Associates 605,768
5,460 Innovex, Inc. 65,520
8,978 Investment Technology Group, Inc. 436,555
6,852 MICROS Systems, Inc. 155,883
7,227 Mueller Industries, Inc. 210,038
8,856 NCI Building Systems, Inc. 167,157
6,840 Nature's Sunshine Products, Inc. 54,720
7,733 Oriental Financial Group 97,629
5,900 Pomeroy Computer Resources 100,300
8,348 Rent-Way, Inc. 258,788
8,185 Republic Group, Inc. 105,898
6,617 SPSS, Inc. 197,683
5,792 Sport-Haley, Inc. 21,361
6,849 Toll Brothers, Inc. 165,664
7,225 UniFirst Corporation 67,734
8,482 United Stationers, Inc. 247,038
9,421 Universal Forest Products 118,356
10,246 World Fuel Services Corporation 81,333
__________
Total investments $4,635,969
==========
</TABLE>
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
NOTES TO PORTFOLIO
July 31, 2000
(1) The number of shares reflects the effect of a two for one stock split.
See accompanying notes to financial statements.
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $23,501 94,547 46,650
Expenses:
Trustee's fees and related expenses (20,147) (30,507) (13,796)
Evaluator's fees (2,548) (5,469) (3,673)
Supervisory fees (3,087) (6,578) (4,455)
Administrative fees (978) (1,879) (1,273)
Amortization of organization and
offering costs (4,684) (4,684) (3,722)
__________________________________
Total expenses (31,444) (49,117) (26,919)
__________________________________
Investment income (loss) - net (7,943) 45,430 19,731
Net gain (loss) on investments:
Net realized gain (loss) (1,689,962) (1,978,242) 38,871
Change in net unrealized appreciation
or depreciation 1,084,349 (608,831) (386,219)
__________________________________
(605,613) (2,587,073) (347,348)
__________________________________
Net increase (decrease) in net assets
resulting from operations $(613,556) (2,541,643) (327,617)
==================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income (loss) - net $(7,943) 45,430 19,731
Net realized gain (loss) on investments(1,689,962)(1,978,242) 38,871
Change in net unrealized appreciation
or depreciation on investments 1,084,349 (608,831) (386,219)
___________________________________
(613,556) (2,541,643) (327,617)
Units issued (415,965 and 1,815,761 units
in 1999 and 1998, respectively, net
of deferred sales charges of $58,235
and $626,168 in 1999 and 1998,
respectively) - 3,684,349 16,731,028
Units redeemed (485,994, 1,076,359 and
1 units in 2000, 1999 and 1998,
respectively) (3,210,106) (8,234,029) (10)
Distributions to unit holders:
Investment income - net (10,202) (41,852) (4,466)
Principal from investment transactions (219,956) (215,968) (505,415)
___________________________________
(230,158) (257,820) (509,881)
___________________________________
Total increase (decrease) in net assets (4,053,820) (7,349,143) 15,893,520
Net assets:
At the beginning of the period
(representing 1,170,410, 1,830,804
and 15,044 units outstanding at
July 31, 1999 and 1998 and October 15,
1997, respectively) 8,688,052 16,037,195 143,675
___________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $687,931, $700,243
and $223,765 at July 31, 2000, 1999
and 1998, respectively) $4,634,232 8,688,052 16,037,195
===================================
Trust units outstanding at the end of
the period 684,416 1,170,410 1,830,804
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization 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's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$23,418, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at July 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $1,339,073
Unrealized depreciation (1,249,774)
___________
$89,299
===========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on September 30, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made on the last day of June and
December to unit holders of record on the fifteenth day of June and December.
Capital distributions to unit holders, if any, are made 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 $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
October 15,
1997, to
Year ended July 31, July 31,
2000 1999 1998
<S> <C> <C> <C>
Dividend income $.027 .058 .030
Expenses (.036) (.030) (.017)
___________________________
Investment income (loss) - net (.009) .028 .013
Distributions to unit holders:
Investment income - net (.011) (.034) (.003)
Principal from investment transactions (.235) (.174) (.285)
Net gain (loss) on investments (.397) (1.157) (.515)
___________________________
Total increase (decrease) in net assets (.652) (1.337) (.790)
Net assets:
Beginning of the period 7.423 8.760 9.550
___________________________
End of the period $6.771 7.423 8.760
===========================
</TABLE>
Dividend income, Expenses and Investment income (loss) - net per unit have
been calculated based on the weighted-average number of units outstanding
during each period (882,081, 1,641,761 and 1,549,955 units in 2000, 1999 and
1998, respectively). Distributions to unit holders of Investment income - net
per unit reflects the Trust's actual distributions of approximately $.011 per
unit to 935,983 units on December 31, 1999, approximately $.034 per unit to
1,241,906 units on June 30, 1999 and approximately $.003 per unit to 1,722,205
units on June 30, 1998. Distributions to unit holders of Principal from
investment transactions reflects the Trust's actual distributions of
approximately $.235 per unit to 935,983 units on December 31, 1999,
approximately $.174 per unit to 1,241,906 units on June 30, 1999 and
approximately $.285 per unit to 1,722,205 units on June 30, 1998. The Net
gain (loss) on investments per unit during the year ended July 31, 1999 and
the period ended July 31, 1998 includes the effects of changes arising from
issuance of additional units during each period at net asset values which
differed from the net asset value per unit at the beginning of the period.
<PAGE>
FT 217
SMALL-CAP GROWTH TRUST, SERIES 2
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 statement and exhibits relating thereto, which the Trust 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.
THE FIRST TRUST SPECIAL SITUATIONS TRUST
FT SERIES
PROSPECTUS NOTE: THIS PART TWO PROSPECTUS MAY
Part Two ONLY BE USED WITH PART ONE
Dated May 31, 2000 AND PART THREE
The FT Series (formerly known as The First Trust Special Situations
Trust) is a unit investment trust. The FT Series has many separate
series. The Part One which accompanies this Part Two describes one such
series of the FT Series. Each series of the FT Series consists of one or
more portfolios ("Trust(s)") which invest in one or more of the
following: common stock ("Equity Securities"), preferred stock
("Preferred Stocks"), trust preferred securities ("Trust Preferred
Securities"), real estate investment trusts ("REITs") and/or closed-end
funds ("Closed-End Funds"). See Part One and Part Three for a more
complete description of the portfolio for each Trust.
All Parts of the Prospectus Should be Retained for Future Reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
1-800-621-9533
Page 1
Table of Contents
The FT Series 3
Risk Factors 3
Public Offering 4
Distribution of Units 5
The Sponsor's Profits 6
The Secondary Market 6
How We Purchase Units 6
Expenses and Charges 6
Tax Status 7
Retirement Plans 9
Rights of Unit Holders 9
Income and Capital Distributions 10
Redeeming Your Units 11
Removing Securities from a Trust 12
Amending or Terminating the Indenture 13
Information on the Sponsor, Trustee and Evaluator 13
Other Information 14
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The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have
named the FT Series or its predecessor, The First Trust Special
Situations Trust. See Part One for a description of the series and
Trusts for which this Part Two Prospectus relates.
Each Trust was created under the laws of the State of New York by a
Trust Agreement (the "Indenture") dated the Initial Date of Deposit.
This agreement, entered into among Nike Securities L.P., as Sponsor, The
Chase Manhattan Bank as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trusts.
How We Created the Trusts.
On the Initial Date of Deposit for each Trust, we deposited a portfolio
or portfolios of one or more of following: Equity Securities, Preferred
Stocks, Trust Preferred Securities, Closed-End Funds and/or REITs,
(collectively, the "Securities") with the Trustee and in turn, the
Trustee delivered documents to us representing our ownership of the
Trusts in the form of units ("Units").
See "The Objective of the Trusts" in Part Three for each Trust for a
specific description of such Trust's objective.
We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Since the prices of the Securities
will fluctuate daily, the ratio of Securities in the Trusts, on a market
value basis, will also change daily. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trusts. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.
Neither we nor the Trustee will be liable for a failure in any of the
Securities.
Risk Factors
Price Volatility. The Trusts may invest in any of the securities set
forth in "The FT Series." The value of a Trust's Units will fluctuate
with changes in the value of these securities. The prices of securities
fluctuate for several reasons including, the type of security, changes
in investor's perceptions of the financial condition of an issuer or the
general condition of the relevant market, or when political or economic
events effecting the issuers occur. In addition, prices may be
particularly sensitive to rising interest rates, as the cost of capital
rises and borrowing costs increase. However, because preferred stock
dividends are fixed (though not guaranteed) and preferred stocks
typically have superior rights to common stocks in dividend
distributions and liquidation, they are generally less volatile than
common stocks.
Because the Trusts are not managed, the Trustee will not sell securities
in response to or in anticipation of market fluctuations, as is common
in managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time,
or that you won't lose money. Units of the Trusts are not deposits of
any bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
Certain of the Securities in certain of the Trusts may be issued by
companies with market capitalizations of less than $1 billion. The share
prices of these small-cap companies are often more volatile than those
of larger companies as a result of several factors common to many such
issuers, including limited trading volumes, products or financial
resources, management inexperience and less publicly available
information.
Dividends. There is no guarantee that the issuers of the Equity
Securities will declare dividends in the future or that if declared they
will either remain at current levels or increase over time. In addition,
there is no assurance that the issuers of the Preferred Stocks included
in a Trust will be able to pay dividends at their stated rate in the
future.
Trust Preferred Securities. Certain Trusts may contain trust preferred
securities. Trust preferred securities are limited-life preferred
securities typically issued by corporations, generally in the form of
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interest-bearing notes or preferred securities, or by an affiliated
business trust of a corporation, generally in the form of beneficial
interests in subordinated debentures or similarly structured securities.
Dividend payments of the trust preferred securities generally coincide
with interest payments on the underlying obligations. Trust preferred
securities generally have a yield advantage over traditional preferred
stocks, but unlike preferred stocks, distributions are treated as
interest rather than dividends for federal income tax purposes and
therefore, are not eligible for the dividends-received deduction. Trust
preferred securities are subject to unique risks which include the fact
that dividend payments will only be paid if interest payments on the
underlying obligations are made, which interest payments are dependent
on the financial condition of the issuer and may be deferred for up to
20 consecutive quarters, and that the underlying obligations, and thus
the trust preferred securities, may be prepaid after a stated call date
or as a result of certain tax or regulatory events.
Closed End Funds. Certain Trusts may contain common stocks issued by
closed-end investment companies. The closed-end investment companies in
turn invest in other securities. Shares of closed-end funds frequently
trade at a discount from their net asset value in the secondary market.
This risk is separate and distinct from the risk that the net asset
value of the closed-end fund shares may decrease. The amount of such
discount from net asset value is subject to change from time to time in
response to various factors.
Real Estate Investment Trusts. Certain Trusts may contain securities
issued by Real Estate Investment Trusts ("REITs"). REITs are financial
vehicles that pool investors' capital to purchase or finance real
estate. REITs may concentrate their investments in specific geographic
areas or in specific property types, i.e., hotels, shopping malls,
residential complexes and office buildings. The value of the REITs and
the ability of the REITs to distribute income may be adversely affected
by several factors, including rising interest rates, changes in the
national, state and local economic climate and real estate conditions,
perceptions of prospective tenants of the safety, convenience and
attractiveness of the properties, the ability of the owner to provide
adequate management, maintenance and insurance, the cost of complying
with the Americans with Disabilities Act, increased competition from new
properties, the impact of present or future environmental legislation
and compliance with environmental laws, changes in real estate taxes and
other operating expenses, adverse changes in governmental rules and
fiscal policies, adverse changes in zoning laws, and other factors
beyond the control of the issuers of the REITs.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
or of the industries represented by such issuers may negatively impact
the share prices of these Securities. We cannot predict what impact any
pending or proposed legislation or pending or threatened litigation will
have on the share prices of the Securities.
Foreign Stocks. Certain of the Securities in certain of the Trusts may
be issued by foreign companies, which makes the Trusts subject to more
risks than if they invested solely in domestic common stocks. These
Securities are either directly listed on a U.S. securities exchange or
are in the form of American Depositary Receipts ("ADRs") which are
listed on a U.S. securities exchange. Risks of foreign common stocks
include higher brokerage costs; different accounting standards;
expropriation, nationalization or other adverse political or economic
developments; currency devaluations, blockages or transfer restrictions;
restrictions on foreign investments and exchange of securities;
inadequate financial information; and lack of liquidity of certain
foreign markets.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:
- The aggregate underlying value of the Securities;
- The amount of any cash in the Income and Capital Accounts;
- Dividends receivable on Securities; and
- The total sales charge.
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" in Part One due to various
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factors, including fluctuations in the prices of the Securities and
changes in the value of the Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Sales Charges.
The sales charge you will pay will consist of a one-time initial sales
charge as listed in Part One for each Trust. See Part Three "Public
Offering" for additional information for each Trust.
The Value of the Securities.
The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing bid prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current bid prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current bid prices are unavailable, the
valuation is generally determined:
a) On the basis of current bid prices for comparable securities;
b) By appraising the value of the Securities on the bid side of the
market; or
c) By any combination of the above.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
Dealer Concessions.
Dealers will receive concessions on the sale of Units in the amounts set
forth in Part Three of this prospectus. We reserve the right to change
the amount of concessions or agency commissions from time to time.
Certain commercial banks may be making Units of the Trusts available to
their customers on an agency basis. A portion of the sales charge paid
by these customers is kept by or given to the banks in the amounts shown
above.
Award Programs.
From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
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Forbes or Fortune. The investment characteristics of each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
Part Three of this prospectus. In maintaining a market for the Units,
any difference between the price at which we purchase Units and the
price at which we sell or redeem them will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a market for the Units and
continuously offer to purchase Units at prices based on the Redemption
Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and costs incurred in annually updating each Trust's registration
statement. We may discontinue purchases of Units at any time. IF YOU
WISH TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET
PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of each Trust are set forth under "Summary
of Essential Information" in Part One of this prospectus. If actual
expenses of a Trust exceed the estimate, that Trust will bear the
excess. The Trustee will pay operating expenses of a Trust from the
Income Account of such Trust if funds are available, and then from the
Capital Account. The Income and Capital Accounts are noninterest-bearing
to Unit holders, so the Trustee may earn interest on these funds, thus
benefiting from their use.
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. Legal, typesetting, electronic filing and regulatory
filing fees and expenses associated with updating those Trusts'
registration statements yearly are also now chargeable to such Trusts.
Historically, we paid these fees and expenses. First Trust Advisors
L.P., an affiliate of ours, acts as both Portfolio Supervisor and
Evaluator to the Trusts and will receive the fees set forth under
"Summary of Essential Information" in Part One of this prospectus for
providing portfolio supervisory and evaluation services to the Trusts.
In providing portfolio supervisory services, the Portfolio Supervisor
may purchase research services from a number of sources, which may
include underwriters or dealers of the Trusts.
The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year. These fees may be adjusted for
inflation without Unit holders' approval, but in no case will the annual
fees paid to us or our affiliates for providing a given service to all
unit investment trusts for which we provide such services be more than
the actual cost of providing such services in such year.
For certain Trusts, as set forth in the "Summary of Essential
Information" appearing in Part One for such Trusts, expenses incurred in
establishing such 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 the Trust portfolio and the initial fees and expenses
of the Trustee and any other out-of-pocket expenses, have been paid by
the Trust and are being charged off over a period not to exceed five
years from such Trust's Initial Date of Deposit, or over a period not to
exceed the life of the Trust, if shorter than five years.
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In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:
- License fees payable by a Trust for the use of certain trademarks and
trade names associated with such Trust, if any;
- All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- The expenses and costs incurred by the Trustee to protect a Trust and
your rights and interests;
- Fees for any extraordinary services the Trustee performed under the
Indenture;
- Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of a Trust;
- Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and/or
- All taxes and other government charges imposed upon the Securities or
any part of a Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. Since the dividend income is unpredictable, we cannot
guarantee that dividends will be sufficient to meet any or all expenses
of the Trusts. If there is not enough cash in the Income or Capital
Account, the Trustee has the power to sell Securities in a Trust to make
cash available to pay these charges which may result in capital gains or
losses to you. See "Tax Status."
Each Trust will be audited annually. We will bear the cost of these
annual audits to the extent the costs exceed $0.0050 per Unit.
Otherwise, each Trust will pay for the audit. You can request a copy of
the audited financial statements from the Trustee.
Tax Status
Federal Tax Status.
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of a Trust. This section is current as of
the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe state or foreign taxes. As with
any investment, you should consult your own tax professional about your
particular consequences.
Assets of the Trusts.
Each Trust will hold one or more of the following: (i) stock in domestic
and foreign corporations (the "Stocks"), (ii) interests in real estate
investment trusts (the "REIT Shares"), (iii) Trust Preferred Securities
(the "Debt Obligations") and (iv) shares in funds qualifying as
regulated investment companies (the "RIC Shares"). All of the foregoing
assets constitute the "Trust Assets." For purposes of this federal tax
discussion, it is assumed that the Stocks constitute equity, the Debt
Obligations constitute debt and that the RIC Shares and the REIT Shares
constitute qualifying shares in regulated investment companies and real
estate investment trusts, respectively, for federal income tax purposes.
Trust Status.
Except if indicated otherwise in Part Three of this prospectus, each
Trust will not be taxed as a corporation for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of each of the Trust Assets, and as such you will be
considered to have received a pro rata share of income (i.e., interest,
dividends, accruals of original issue discount and market discount, and
capital gains, if any) from each Trust Asset when such income is
considered to be received by the Trust. This is true even if you elect
to have your distributions automatically reinvested into additional
Units.
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Trust Assets, you will generally recognize
gain or loss. If you dispose of your Units or redeem your Units for
cash, you will also generally recognize gain or loss. To determine the
amount of this gain or loss, you must subtract your tax basis in the
related Trust Assets from your share of the total proceeds received in
the transaction. You can generally determine your initial tax basis in
each Trust Asset by apportioning the cost of your Units, generally
including sales charges, among each Trust Asset ratably according to its
value on the date you acquire your Units. In certain circumstances,
however, you may have to adjust your tax basis after you acquire your
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Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits or in the case of
original issue discount, market discount, premium and accrued interest
with regard to the Debt Obligations, as discussed below).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. 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. You must exclude the date you purchase your Units or the date your
Trust purchases a Trust Asset to determine the holding period. The tax
rates for capital gains realized from assets held for one year or less
are generally the same as for ordinary income. The Code may, however,
treat certain capital gains as ordinary income in special situations
(for example, in the case of gain on the Debt Obligations attributable
to market discount). In addition, capital gain received from assets held
for more than one year that is considered "unrecaptured section 1250
gain" (which may be the case, for example, with some capital gains
attributable to the REIT Shares) is taxed at a maximum stated tax rate
of 25%.
Dividends from RIC Shares and REIT Shares.
Some dividends on the REIT Shares or the RIC Shares may qualify as
"capital gain dividends," taxable to you as long-term capital gains. If
you hold a Unit for six months or less or if your Trust holds a RIC
Share or REIT Share for six months or less, any loss incurred by you
related to the disposition of such RIC Share or REIT Share will be
treated as a long-term capital loss to the extent of any long-term
capital gain distributions received (or deemed to have been received)
with respect to such RIC Share or REIT Share. Distributions of income or
capital gains declared on the REIT Shares or the RIC Shares in October,
November or December will be deemed to have been paid to you on December
31 of the year they are declared, even when paid by the REIT or the RIC
during the following January.
Discount, Accrued Interest and Premium on Debt Obligations.
Some Debt Obligations may have been sold with original issue discount.
This generally means that the Debt Obligations were originally issued at
a price below their face (or par) value. Original issue discount accrues
on a daily basis and generally is treated as interest income for federal
income tax purposes. The basis of your Unit and of each Debt Obligation
which was issued with original issue discount must be increased as
original issue discount accrues.
Some Debt Obligations may have been purchased by you or your Trust at a
market discount. Market discount is generally the excess of the stated
redemption price at maturity for the Debt Obligation over the purchase
price of the Debt Obligation (not including unaccrued original issue
discount). Market discount can arise based on the price your Trust pays
for a Debt Obligation or on the price you pay for your Units. Market
discount is taxed as ordinary income. You will recognize this income
when your Trust receives principal payments on the Debt Obligation, when
the Debt Obligation is sold or redeemed, or when you sell or redeem your
Units. Alternatively, you may elect to include market discount in
taxable income as it accrues. Whether or not you make this election will
affect how you calculate your basis and the timing of certain interest
expense deductions.
Alternatively, some Debt Obligations may have been purchased by you or
your Trust at a premium. Generally, if the tax basis of your pro rata
portion of any Debt Obligation exceeds the amount payable at maturity,
such excess is considered premium. You may elect to amortize premium. If
you make this election, you may reduce your interest income received on
the Debt Obligation by the amount of the premium that is amortized and
your tax basis will be reduced.
If the price of your Units included accrued interest on a Debt
Obligation, you must include the accrued interest in your tax basis in
that Debt Obligation. When your Trust receives this accrued interest,
you must treat it as a return of capital and reduce your tax basis in
the Debt Obligation.
This discussion provides only the general rules with respect to the tax
treatment of original issue discount, market discount and premium. The
rules, however, are complex and special rules apply in certain
circumstances. For example, the accrual of market discount or premium
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may differ from the discussion set forth above in the case of Debt
Obligations that were issued with original issue discount.
Dividends Received Deduction.
A corporation that owns Units will generally not be entitled to the
dividends received deduction with respect to many dividends received by
your Trust, because the dividends received deduction is not available
for dividends from most foreign corporations or from REITs.
Distributions on a RIC Share are eligible for the dividends received
deduction only to the extent that the dividends received by the Unit
owner are attributable to dividends received by the RIC itself from
certain domestic corporations and are designated by the RIC as being
eligible for the dividends received deduction. Finally, because the Debt
Obligations are treated as debt (not equity) for federal income tax
purposes, distributions from the Debt Obligations are not eligible for
the dividends received deduction.
In-Kind Distributions.
Under certain circumstances, you may request an In-Kind Distribution of
Trust Assets when you redeem your Units or at your Trust's termination.
By electing to receive an In-Kind Distribution, you will receive an
undivided interest in Trust Assets plus, possibly, cash. You will not
recognize gain or loss if you only receive Trust Assets in exchange for
your pro rata portion of the Trust Assets held by your Trust. However,
if you also receive cash in exchange for a fractional portion of a Trust
Asset, you will generally recognize gain or loss based on the difference
between the amount of cash you receive and your tax basis in such
fractional portion of the Trust Asset.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of your Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by your Trust to the same extent as if you directly
paid the expense. You may be required to treat some or all of the
expenses of your Trust as miscellaneous itemized deductions. However,
individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Interest and dividend payments on your Trust Assets of foreign companies
that are paid to your Trust may be subject to foreign withholding taxes.
Any income withheld will still be treated as income to you. Under the
grantor trust rules, you are considered to have paid directly your share
of foreign taxes. Therefore, for U.S. tax purposes, you may be entitled
to a foreign tax credit or deduction for those foreign taxes.
If you are a foreign investor (i.e., an investor other than a U.S.
citizen or resident or a U.S. corporation, partnership, estate or
trust), you will not be subject to U.S. federal income taxes, including
withholding taxes, on some of the income from your Trust or on any gain
from the sale or redemption of your Units, provided that certain
conditions are met. You should consult your tax advisor with respect to
the conditions you must meet in order to be exempt for U.S. tax purposes.
Under the existing income tax laws of the State and City of New York,
your Trust will not be taxed as a corporation, and the income of your
Trust will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.
Retirement Plans
You may purchase Units of the Trusts for:
- Individual Retirement Accounts;
- Keogh Plans;
- Pension funds; and
- Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
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you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. 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. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:
- A written initial transaction statement containing a description of
the Trust;
- A list of the number of Units issued or transferred;
- Your name, address and Taxpayer Identification Number ("TIN");
- A notation of any liens or restrictions of the issuer and any adverse
claims; and
- The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
- A summary of transactions in your Trust for the year;
- A list of any Securities sold during the year and the Securities held
at the end of that year by your Trust;
- The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
- Amounts of income and capital distributed during the year.
You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.
The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information" in Part One of this prospectus. No income distribution will
be paid if accrued expenses of a Trust exceed amounts in the Income
Account on the Income Distribution Dates. Distribution amounts will vary
with changes in a Trust's fees and expenses, in dividends received and
with the sale of Securities. The Trustee will distribute amounts in the
Capital Account, net of amounts designated to meet redemptions or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units ($1.00 per 1,000 Units if the Initial Public Offering
Price was approximately $1.00 per Unit). If the Trustee does not have
your TIN, it is required to withhold a certain percentage of your
distribution and deliver such amount to the Internal Revenue Service
Page 10
("IRS"). You may recover this amount by giving your TIN to the Trustee,
or when you file a tax return. However, you should check your statements
to make sure the Trustee has your TIN to avoid this "back-up withholding."
Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of such Trust.
Distribution Reinvestment Option. If applicable, you may elect to have
each distribution of income and/or capital reinvested into additional
Units of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. There is no sales charge on Units acquired through the
Distribution Reinvestment Option. This option may not be available in
all states.PLEASE NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE
STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.See Part Three of
this prospectus to determine whether the distribution reinvestment
option is available for a particular Trust.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."
For certain Trusts, if you tender at least the minimum number of Units
specified in "Summary of Essential Information" in Part One of this
prospectus, rather than receiving cash, you may elect to receive an In-
Kind Distribution in an amount equal to the Redemption Price per Unit by
making this request in writing to the Trustee at the time of tender.
However, no In-Kind Distribution requests submitted during the nine
business days prior to a Trust's Mandatory Termination Date will be
honored. Where possible, the Trustee will make an In-Kind Distribution
by distributing each of the Securities in book-entry form to your bank
or broker/dealer account at the Depository Trust Company. The Trustee
will subtract any customary transfer and registration charges from your
In-Kind Distribution. As a tendering Unit holder, you will receive your
pro rata number of whole shares of the Securities that make up the
portfolio, and cash from the Capital Account equal to the fractional
shares to which you are entitled.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of a Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- If the NYSE is closed (other than customary weekend and holiday
closings);
- If the SEC determines that trading on the NYSE is restricted or that
Page 11
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;
2. the aggregate value of the Securities held in a Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of a Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of a Trust, if any;
4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by a Trust; and
dividing
1. the result by the number of outstanding Units of a Trust.
Removing Securities from a Trust
The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- The issuer of the Security defaults in the payment of a declared
dividend;
- Any action or proceeding prevents the payment of dividends;
- There is any legal question or impediment affecting the Security;
- The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- The issuer has defaulted on the payment of any other of its
outstanding obligations;
- There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders; or
- The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to a Trust.
A Trust may not acquire any securities or other property other than the
Securities. The Trustee, on behalf of the Trusts, will reject any offer
for new or exchanged securities or property in exchange for a Security,
such as those acquired in a merger or other transaction. If such
exchanged securities or property are nevertheless acquired by a Trust,
at our instruction, they will either be sold or held in such Trust. In
making the determination as to whether to sell or hold the exchanged
securities or property we may get advice from each Portfolio Supervisor.
Any proceeds received from the sale of Securities, exchanged securities
or property will be credited to the Capital Account for distribution to
Unit holders or to meet redemption requests. The Trustee may retain and
pay us or an affiliate of ours to act as agent for a Trust to facilitate
selling Securities, exchanged securities or property from the Trusts. If
we or our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.
The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.
Page 12
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- To cure ambiguities;
- To correct or supplement any defective or inconsistent provision;
- To make any amendment required by any governmental agency; or
- To make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" in Part One for each Trust. The Trusts may be terminated
earlier:
- Upon the consent of 100% of the Unit holders of a Trust;
- If the value of the 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 Securities deposited in such Trust during the initial offering
period ("Discretionary Liquidation Amount"); 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
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. For various reasons, a Trust may be reduced below
the Discretionary Liquidation Amount and could therefore be terminated
before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.
If you qualify for an In-Kind Distribution, the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. See "Tax Status" for additional information. You must
notify the Trustee at least ten business days prior to the Mandatory
Termination Date if you elect this In-Kind Distribution option. If you
do not elect to participate in the In-Kind Distribution option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after such Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the Trusts any
accrued costs, expenses, advances or indemnities provided for by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to pay any taxes or
other governmental charges.
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act 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
- The First Trust GNMA
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $27 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.
We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).
Page 13
This information refers only to us and not to the Trusts or to any
series of the Trusts or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.
Code of Ethics. The Sponsor and the Trusts have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trusts.
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. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised 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.
The Trustee has not participated in selecting the Securities for the
Trusts; it only provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;
- Terminate the Indenture and liquidate the Trusts; or
- Continue to act as Trustee without terminating the Indenture.
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 Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments,
appearing in each Part One of this prospectus, as set forth in their
report. We've included the Trusts' statements of net assets, including
the schedules of investments, in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
Page 14
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Page 15
FIRST TRUST (registered trademark)
THE FIRST TRUST SPECIAL SITUATIONS TRUST
FT SERIES
Prospectus
Part Two
Sponsor:
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
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to the above-mentioned
unit investment trusts, but does not contain all of the information
about this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:
- Securities Act of 1933 (set forth in Part One for each Trust) and
- Investment Company Act of 1940 (file no. 811-05903)
Information about the Trusts, including their Codes of Ethics, can be
reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation of
the Commission's Public Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: [email protected]
May 31, 2000
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE
Page 16
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated November 30, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks issued by international
blue chip companies, the majority of which are in American Depositary
Receipt ("ADR") form. The Trusts do not include Treasury Obligations.
See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
for potential capital appreciation by investing a Trust's portfolio in
common stocks 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, the
majority of which are in ADR form ("Equity Securities"). There is, of
course, no guarantee that the objective of the Trusts will be achieved.
Portfolio. The Trusts contain different issues of Equity Securities, all
of which may be issued by international blue chip companies listed on a
national securities exchange or The Nasdaq Stock Market or are traded in
the over-the-counter market. The portfolios of the Trusts are
diversified across many industry sectors and countries. Although risk
cannot be entirely eliminated from an investment in foreign equity
securities, it can be reduced by diversifying a Trust's portfolio.
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. While the companies selected for
the Trusts are chosen for their potential to provide above average
returns, there is no assurance that the Trusts' objectives will be met.
An investment in Units of the Trusts should be made with an
understanding of the risks such an investment may entail. Since the
Equity Securities in the Trusts consist of securities of foreign
issuers, an investment in the Trusts 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 Trusts, 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
Initial Date of Deposit, none of the Equity Securities are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts 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 Trusts. 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 Trusts and on the ability of the Trusts
to satisfy their obligation to redeem Units tendered to the Trustee for
redemption.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
For a discussion of ADRs, see "Risk Factors" in Part Two of the
Prospectus.
Public Offering. The applicable sales charge is reduced by a discount as
indicated below for aggregate volume purchases (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth
below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
$ 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%
*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.
A dealer will receive from the Sponsor a dealer concession of 65% of the
total sales charges for Units sold.
Any such reduced sales charge shall be the responsibility of the party
making the sale. The reduced sales charge structure will apply on all
purchases of Units in the Trusts by the same person on any one day from
any one broker/dealer, bank or other selling agent. Additionally, Units
purchased in the name of the spouse of a purchaser 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 the
Trusts 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.
Investors who purchase Units through registered broker/dealers who
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 may purchase Units at the Public Offering
Price, less the concession the Sponsor typically would allow such
broker/dealer.
Page 2
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 TRUST
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.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
Energy Portfolio Series
Energy Growth Trust Series
FT Series
The First Trust(registered trademark) Special Situations Trust
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated September 29, 2000 PART ONE AND PART TWO
Each Trust contains a diversified portfolio of common stocks
("Securities") issued by companies in the industry sector or investment
focus for which the Trust is named. The objective of each Trust is to
provide above-average capital appreciation.
All Parts of the Prospectus Should be Retained for Future Reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
1-800-621-9533
Page 1
Portfolio
Objectives.
The objective of each Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies in the industry
sector or investment focus for which the Trust is named. A diversified
portfolio helps to offset the risks normally associated with such an
investment, although it does not eliminate them entirely. The companies
selected for the Trusts have been researched and evaluated using
database screening techniques, fundamental analysis, and the judgment of
the Sponsor's research analysts.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
herein and in Part Two of this prospectus for a discussion of the risks
of investing in the Trusts.
Risk Factors
Energy Industry. Because more than 25% of each Trust is invested in
companies that explore for, produce, refine, distribute or sell
petroleum or gas products, or provide parts or services to petroleum or
gas companies, these Trusts are considered to be concentrated in the
energy industry. A portfolio concentrated in a single industry may
present more risks than a portfolio which is broadly diversified over
several industries. General problems of the petroleum and gas products
industry include volatile fluctuations in price and supply of energy
fuels, international politics, reduced demand as a result of increases
in energy efficiency and energy conservation, the success of exploration
projects, clean-up and litigation costs relating to oil spills and
environmental damage, and tax and other regulatory policies of various
governments. Oil production and refining companies are subject to
extensive federal, state and local environmental laws and regulations
regarding air emissions and the disposal of hazardous materials. In
addition, declines in U.S. and Russian crude oil production will likely
lead to a greater world dependence on oil from OPEC nations which may
result in more volatile oil prices.
Public Offering
Discounts for Certain Persons.
If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced,
as follows:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%
* 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.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you may combine same-day purchases of
Units of the Trusts and units of other similarly structured equity unit
trusts for which we act as Principal Underwriter and which are currently
in the initial offering period. In addition, we will consider Units you
purchase in the name of your spouse or your child under 21 years of age
to be purchases by you for determining the reduced sales charge. The
reduced sales charges will also apply to a trustee or other fiduciary
purchasing Units for a single trust estate or single fiduciary account.
You must inform your dealer of any combined purchases before the sale in
order to be eligible for the reduced sales charge. Any reduced sales is
the responsibility of the party making the sale.
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
Page 2
in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-
law, and trustees, custodians or fiduciaries for the benefit of such
persons).
If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, your Units
will only be assessed that portion of the sales charge retained by the
Sponsor.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
Units will be sold at the current Public Offering Price.
Dealer Concessions.
Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of 65% of the then current
maximum sales charge.
Income and Capital Distributions
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. This option may not be available in all states. PLEASE NOTE THAT
EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED
DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Other Information
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
Page 3
FIRST TRUST (registered trademark)
Energy Portfolio Series
Energy Growth Trust Series
FT Series
The First Trust(registered trademark) Special Situations Trust
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
Sponsor:
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
24-Hour Pricing Line:
1-800-446-0132
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 TRUST
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.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE
Page 4
First Trust (registered trademark)
Energy Portfolio Series
Energy Growth Trust Series
The FT Series
The First Trust(registered trademark) Special Situations Trust
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in the Trusts not found in the prospectus. This Information
Supplement is not a prospectus and does not include all of the
information that a prospective investor should consider before investing
in a Trust. This Information Supplement should be read in conjunction
with the prospectus for the Trust in which an investor is considering
investing ("prospectus").
This Information Supplement is dated September 29, 2000. Capitalized
terms have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Concentration
Energy 2
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. 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. 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.
Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for 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
Page 1
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. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds
from the sale of, the 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 Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of the Trusts to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trusts relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.
Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trusts will generally be effected only in foreign securities
markets. Although the Sponsor does not believe that the Trusts will
encounter obstacles in disposing of the Securities, investors should
realize that the Securities may be traded in foreign countries where the
securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will
be adversely affected if trading markets for the Securities are limited
or absent.
Concentration
Energy. An investment in Units of the Trusts should be made with an
understanding of the problems and risks such an investment may entail.
The Trusts invest in Securities of companies involved in the energy
industry. The business activities of companies held in the Trusts may
include: production, generation, transmission, marketing, control, or
measurement of gas and oil; the provision of 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.
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 Securities in the Trusts may be subject to rapid price
volatility. The Sponsor is unable to predict what impact the foregoing
factors will have on the Securities during the life of the Trusts.
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 U.S. 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
Page 2
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
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 each of the Trusts.
Page 3
Internet Growth Trust Series
Internet Growth Portfolio Series
Internet Portfolio Series
The First Trust (R) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated November 30, 2000 PART ONE AND PART TWO
Each Trust contains a diversified portfolio of common stocks
("Securities") issued by companies in the industry sector or investment
focus for which each Trust is named. The objective of each Trust is to
provide above-average capital appreciation.
All Parts of the Prospectus Should be Retained for Future Reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (R)
1-800-621-9533
Page 1
Portfolio
Objectives.
The objective of each Trust is to provide the potential for above
average capital appreciation through an investment in common stocks of
technology companies which provide products or services for, or conduct
business on, the Internet.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
herein and in Part Two of this prospectus for a discussion of the risks
of investing in the Trusts.
Risk Factors
Technology Industry. Because more than 25% of each Trust is invested in
technology companies, these Trusts are considered to be concentrated in
the technology industry. A portfolio concentrated in a single industry
may present more risks than a portfolio which is broadly diversified
over several industries. Technology companies are generally subject to
the risks of rapidly changing technologies; short product life cycles;
fierce competition; aggressive pricing and reduced profit margins; the
loss of patent, copyright and trademark protections; cyclical market
patterns; evolving industry standards and frequent new product
introductions. Technology companies may be smaller and less experienced
companies, with limited product lines, markets or financial resources
and fewer experienced management or marketing personnel. Technology
company stocks, especially those which are Internet-related, have
experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. Also, the stocks of many
Internet companies have exceptionally high price-to-earnings ratios with
little or no earnings histories.
Public Offering
Discounts for Certain Persons.
If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced,
as follows:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%
* 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.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you may combine same-day purchases of
Units of the Trusts and units of other similarly structured equity unit
trusts for which we act as Principal Underwriter and which are currently
in the initial offering period. In addition, we will consider Units you
purchase in the name of your spouse or your child under 21 years of age
to be purchases by you for determining the reduced sales charge. The
reduced sales charges will also apply to a trustee or other fiduciary
purchasing Units for a single trust estate or single fiduciary account.
You must inform your dealer of any combined purchases before the sale in
order to be eligible for the reduced sales charge. Any reduced sales is
the responsibility of the party making the sale.
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-
law, and trustees, custodians or fiduciaries for the benefit of such
persons).
If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
Page 2
account where a comprehensive "wrap fee" charge is imposed, your Units
will only be assessed that portion of the sales charge retained by the
Sponsor.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
Units will be sold at the current Public Offering Price.
Dealer Concessions.
Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of 65% of the then current
maximum sales charge.
Income and Capital Distributions
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. This option may not be available in all states. PLEASE NOTE THAT
EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED
DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Other Information
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
Page 3
FIRST TRUST(R)
Internet Growth Trust Series
Internet Growth Portfolio Series
Internet Portfolio Series
The First Trust (R) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
Sponsor:
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
24-Hour Pricing Line:
1-800-446-0132
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 TRUST
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.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE
Page 4
First Trust (R)
Internet Growth Trust Series
Internet Growth Portfolio Series
Internet Portfolio Series
The First Trust (R) Special Situations Trust
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in the Trusts not found in the prospectus. This Information
Supplement is not a prospectus and does not include all of the
information that a prospective investor should consider before investing
in a Trust. This Information Supplement should be read in conjunction
with the prospectus for the Trust in which an investor is considering
investing ("prospectus").
This Information Supplement is dated November 30, 2000. Capitalized
terms have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Litigation
Microsoft Corporation 1
Concentration
Technology 2
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. 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. 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.
Litigation
Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice
and several state Attorneys General. The complaints against Microsoft
include copyright infringement, unfair competition and anti-trust
violations. The claims seek injunctive relief and monetary damages. The
District Court handling the antitrust case recently held that Microsoft
exercised monopoly power in violation of the Sherman Antitrust Act and
various state antitrust laws. The court entered into a final judgment on
June 7, 2000 in which it called for Microsoft to be broken up into two
Page 1
separate companies, one composed of the company's operating systems and
the other containing its applications software business. The court also
called for significant operating restrictions to be placed on the
company until such time as the separation was completed. Microsoft has
stated that it will appeal the rulings against it after the penalty
phase and final decree. It is impossible to predict what impact the
penalties will have on Microsoft or the value of its stock.
Concentration
Technology. An investment in Units of the Trusts should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers
and peripherals, software and services, data networking/communications
equipment, internet access/information providers, semiconductors and
semiconductor equipment 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 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
Securities will be able to respond in a timely manner 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 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
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
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the 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 Trusts.
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
Page 2
INVESTMENT SERVICES GROWTH TRUST SERIES
The First Trust(registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated March 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks of brokerage and
investment services companies. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
the potential for above-average capital appreciation by investing a
Trust's portfolio in common stocks issued by brokerage and investment
services companies ("Equity Securities") which the Sponsor believes are
experiencing record-setting earnings and profits growth. There is, of
course, no guarantee that the objective of the Trusts will be achieved.
Portfolio. The Trusts contain different issues of Equity Securities
which are listed on a national securities exchange or The Nasdaq Stock
Market or are traded in the over-the-counter market. Each Trust's
portfolio is diversified with companies which are 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 Trusts have
been researched and evaluated using database screening techniques,
fundamental analysis and the judgment of the Sponsor's research experts.
At the Initial Date of Deposit, the Sponsor believed that these
companies had above-average growth prospects for both sales and earnings
and established market shares for their services.
Although both U.S. and foreign markets have recently experienced
substantial volatility and significant declines, 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.
An investment in Units of a Trust should be made with an understanding
of the problems and risks such an investment may entail. The Trusts
consist 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
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
Equity Securities included in the Trusts will be able to respond in a
timely manner 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.
Public Offering. The applicable sales charge is reduced by a discount as
indicated below for aggregate volume purchases (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth
below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
$ 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%
* 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.
Sales will be made to dealers and other selling agents at prices which
reflect a concession or agency commission of 65% of the maximum sales
charge.
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. Additionally, Units purchased in the name of the spouse of a
purchaser 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. 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 at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents (see
"Public Offering-How are Units Distributed?" in Part Two of this
Prospectus) for purchases 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.
Page 2
Investment Services Growth Trust Series
The First Trust(registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 TRUST
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.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
Retail Growth Trust Series
Retail Growth Portfolio Series
Retail Portfolio Series
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated November 30, 2000 PART ONE AND PART TWO
Each Trust contains a diversified portfolio of common stocks
("Securities") issued by companies in the industry sector or investment
focus for which each Trust is named. The objective of each Trust is to
provide above-average capital appreciation.
All Parts of the Prospectus Should be Retained for Future Reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (R)
1-800-621-9533
Page 1
Portfolio
Objectives.
The objective of each Trust is to provide the potential for above
average capital appreciation through an investment in common stocks of
retail companies.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
herein and in Part Two of this prospectus for a discussion of the risks
of investing in the Trusts.
Risk Factors
Retail Industry. Because more than 25% of each Trust is invested in
retail companies, each Trust is considered to be concentrated in the
retail industry. A portfolio concentrated in a single industry may
present more risks than a portfolio which is broadly diversified over
several industries. General risks of these companies include the general
state of the economy, intense competition and consumer spending trends.
A decline in the economy which results in a reduction of consumers'
disposable income can negatively impact spending habits. Competitiveness
in the retail industry will require large capital outlays for the
installation of automated checkout equipment to control inventory, track
the sale of items and gauge the success of sales campaigns.
Retailers who sell their products over the Internet have the potential
to access more consumers, but will require the capital to acquire and
maintain sophisticated technology. E-commerce company stocks have
experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. Many such companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories. In addition, numerous e-commerce companies have only recently
begun operations, and may have limited product lines, markets or
financial resources, as well as fewer experienced management personnel.
Finally, the lack of barriers to entry suggests a future of intense
competition for online retailers.
Public Offering
Discounts for Certain Persons.
If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced,
as follows:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%
* 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.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you may combine same-day purchases of
Units of the Trusts and units of other similarly structured equity unit
trusts for which we act as Principal Underwriter and which are currently
in the initial offering period. In addition, we will consider Units you
purchase in the name of your spouse or your child under 21 years of age
to be purchases by you for determining the reduced sales charge. The
reduced sales charges will also apply to a trustee or other fiduciary
purchasing Units for a single trust estate or single fiduciary account.
You must inform your dealer of any combined purchases before the sale in
order to be eligible for the reduced sales charge. Any reduced sales is
the responsibility of the party making the sale.
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
Page 2
in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-
law, and trustees, custodians or fiduciaries for the benefit of such
persons).
If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, your Units
will only be assessed that portion of the sales charge retained by the
Sponsor.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
Units will be sold at the current Public Offering Price.
Dealer Concessions.
Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of 65% of the then current
maximum sales charge.
Income and Capital Distributions
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. This option may not be available in all states. PLEASE NOTE THAT
EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED
DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Other Information
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
Page 3
FIRST TRUST(R)
Retail Growth Trust Series
Retail Growth Portfolio Series
Retail Portfolio Series
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
Sponsor:
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
24-Hour Pricing Line:
1-800-446-0132
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 TRUST
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.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE
Page 4
First Trust (R)
Retail Growth Trust Series
Retail Growth Portfolio Series
Retail Portfolio Series
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in the Trusts not found in the prospectus. This Information
Supplement is not a prospectus and does not include all of the
information that a prospective investor should consider before investing
in a Trust. This Information Supplement should be read in conjunction
with the prospectus for the Trust in which an investor is considering
investing ("prospectus").
This Information Supplement is dated November 30, 2000. Capitalized
terms have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Concentration
Retail 1
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. 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. 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.
Concentration
Retail. An investment in Units of the Trusts should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. 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
Page 1
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.
Page 2
SMALL-CAP GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated July 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks of 40 small
capitalization companies. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
above-average capital appreciation potential by investing a Trust's
portfolio in common stocks of 40 small capitalization companies which,
on the Initial Date of Deposit, the Sponsor believed had substantial
growth potential ("Equity Securities"). There is, of course, no
guarantee that the objective of the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities
which are listed on a national securities exchange, The Nasdaq Stock
Market or are traded in the over-the-counter market.
An investment in Units of a Trust should be made with an understanding
of the problems and 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
Trusts may invest may distribute, sell or produce products which have
recently been brought to 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 Trusts
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.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
_______________ __________ __________
$ 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%
*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.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales will be made to dealers and other
selling agents at prices which represent a concession or agency
commission of 65% of the then current maximum sales charge.
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. Additionally, Units purchased in the name of the spouse of a
purchaser 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. 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, 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 at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases 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.
Page 2
Small-Cap Growth Trust Series
The First Trust (registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
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 TRUST
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.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
CONTENTS OF POST-EFFECTIVE AMENDMENT
OF REGISTRATION STATEMENT
This Post-Effective Amendment of Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Auditors
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 217 BLUE CHIP INTERNATIONAL GROWTH TRUST
SERIES 1
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, certifies that it meets all
of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment of its
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the Village of Lisle and
State of Illinois on November 30, 2000.
FT 217
BLUE CHIP INTERNATIONAL GROWTH TRUST SERIES
1
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
(Registrant)
By NIKE SECURITIES L.P.
(Depositor)
By Robert M. Porcellino
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment of Registration Statement has been
signed below by the following person in the capacity and on the
date indicated:
Signature Title Date
David J. Allen Sole Director of )
Nike Securities )
Corporation, ) November 30, 2000
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
) Attorney-in-Fact**
* 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-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated November 9, 2000 in
this Post-Effective Amendment to the Registration Statement and
related Prospectus FT Series dated November 28, 2000.
ERNST & YOUNG LLP
Chicago, Illinois
November 27, 2000
