As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-33119
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to the
REGISTRATION STATEMENT
on
Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST: DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
B. Name of depositor: DELAWARE MANAGEMENT COMPANY, INC.
C. Complete address of depositor's principal executive offices:
DELAWARE MANAGEMENT COMPANY, INC.
One Commerce Square
Philadelphia, Pennsylvania 19103
D. Name and complete address of agent for service:
Copy to:
George M. Chamberlain, Jr. MARK J. KNEEDY
Delaware Management Company, Inc. c/o Chapman and Cutler
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price
<S> <C> <C>
Delaware-Voyageur Unit An indefinite number of Indefinite $0.00
Investment Trust,Series 12 Units of Beneficial Interest
pursuant to Rule 24f-2 under
the Investment Company Act of 1940
</TABLE>
E. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the Registration
Statement.
[X] Check box if it is proposed that this filing will become effective on
September 4, 1997 at 2:00 P.M. pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
----------------------
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
<S> <C> <C>
I. Organization and General Information
1. (a) Name of Trust...................................... } Prospectus front cover
2. (b) Title of securities issued......................... } Summary of Essential Financial
} Information
3. Name and address of each depositor...................... } Trust Administration
4. Name and address of Trustee............................. } Trust Administration
5. State of organization of Trust.......................... } The Trust
6. Execution and termination of Trust agreement............ } Trust Administration
7. Changes of name......................................... } The Trust; Trust Administration
8. Fiscal year............................................. } *
9. Litigation.............................................. } *
II. General Description of the Trust and
Securities of the Trust
10. (a) Registered of bearer securities.................... } Rights of Unitholders
(b) Cumulative or distributive securities.............. } Rights of Unitholders; The Trust
}
(c) Redemption......................................... } Rights of Unitholders
(d) Conversion, transfer, etc.......................... } Rights of Unitholders
(e) Periodic payment plan.............................. } *
(f) Voting rights...................................... } Rights of Unitholders
(g) Notice of Unit holders............................. } Trust Administration
(h) Consents required.................................. } Rights of Unit holders; Trust Administration
}
(i) Other provisions................................... } Taxation
11. Type of securities comprising units..................... } The Trust
12. Certain information regarding periodic payment }
certificates.................................... } *
}
13. (a) Load, fees, expenses, etc.......................... } Trust Operating Expenses
(b) Certain information regarding periodic payment }
certificates.................................... } *
}
<PAGE>
(c) Certain percentages................................ } Summary of Essential Financial
} Information; Public Offering
(d) Certain other fees, etc. payable by holders........ } Rights of Unitholders
(e) Certain profits receivable by depositor,
principal, underwriters, writers, Trustee or
affiliated person............................... } Trust Operating Expenses;
} Public Offering
(f) Ratio of annual charges to income.................. } *
} The Trust
14. Issuance of Trust's securities.......................... } Rights of Unitholders
15. Receipt and handling of payments from purchasers........ } *
16. Acquisition and disposition of underlying } The Trust; Objectives and
securities...................................... } Securities Selection; Trust
} Administration; Public
} Offering
17. Withdrawal or redemption................................ } Rights of Unitholders; Public
} Offering
18. (a) Receipt, custody and disposition of income......... } Rights of Unitholders
(b) Reinvestment of distributions...................... } Rights of Unitholders
(c) Reserves or special Trusts......................... } Trust Operating Expenses
(d) Schedule of distributions.......................... } *
19. Records, accounts and reports........................... } Rights of Unitholders; Trust
} Administration
20. Certain miscellaneous provisions of Trust agreement
(a) Amendment.......................................... } Trust Administration
(b) Termination........................................ } *
(c) and (d) Trustee, removal and successor............. } Trust Administration
(e) and (f) Depositor, removal and successor............ } Trust Administration
21. Loans to security holders............................... } *
22. Limitations on liability................................ } Trust Administration
23. Bonding arrangements.................................... } *
24. Other material provisions of Trust agreement............ } *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor............................... } Trust Administration
26. Fees received by depositor.............................. } See Items 13(a) and 13(e)
27. Business of depositor................................... } Trust Administration
28. Certain information as to officials and
affiliated persons of depositor................. } Trust Administration
29. Voting securities of depositor.......................... } *
30. Persons controlling depositor........................... } *
<PAGE>
31. Payment by depositor for certain services
rendered to Trust............................... } *
32. Payment by depositor for certain other services
rendered to Trust............................... } *
33. Remuneration of employees of depositor
for certain services rendered to Trust.......... } *
34. Remuneration of other persons for certain
services rendered to Trust..................... } *
IV. Distribution and Redemption
35. Distribution of Trust's securities by states............. } Public Offering
36. Suspension of sales of Trust's securities................ } *
37. Revocation of authority to distribute.................... } *
38. (a) Method of Distribution.............................. } Public Offering
(b) Underwriting Agreements............................. } Underwriting
(c) Selling Agreements.................................. } Public Offering
39. (a) Organization of principal underwriters.............. } Trust Administration
(b) N.A.S.D. membership of principal underwriters....... } *
40. Certain fees received by principal underwriters.......... } See Items 13(a) and 13(e)
41. (a) Business of principal underwriters.................. } Trust Administration
(b) Branch offices of principal underwriters............ } *
(c) Salesmen of principal underwriters.................. } *
42. Ownership of Trust's securities by certain persons....... } *
43. Certain brokerage commissions received by
principal underwriters.......................... } Public Offering
44. (a) Method of valuation................................. } Public Offering
(b) Schedule as to offering price....................... } *
(c) Variation in offering price to certain persons...... } Public Offering
45. Suspension of redemption rights.......................... } Rights of Unitholders
46. (a) Redemption valuation................................ } Public Offering
(b) Schedule as to redemption price..................... } *
47. Maintenance of position in underlying securities......... } Public Offering
} Rights of Unitholders
V. Information Concerning the Trustee
or Custodian
48. Organization and regulation of Trustee................... } Trust Administration
49. Fees and expenses of Trustee............................. } Trust Operating Expenses
50. Trustee's lien........................................... } *
<PAGE>
VI. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of Trust's securities............... } Cover Page; Trust Operating
} Expenses
VII. Policy of Registrant
52. (a) Provisions of Trust agreement with respect
to selection or elimination......................... } The Trust; Trust
(b) Transactions involving elimination of } Administration
underlying securities............................... } *
(c) Policy regarding substitution or elimination The Trust; Trust
of underlying securities............................ } Administration
(d) Fundamental policy not otherwise covered } *
53. Tax status of Trust...................................... } Taxation
VIII. Financial and Statistical Information
54. Trust's securities during last ten years................. } *
55.- Certain information regarding periodic payment
58. certificates.................................... } *
59. Financial statements (Instruction 1(c) to Form S-6)...... } *
- -------------
*Inapplicable, answer negative or not required.
</TABLE>
<PAGE>
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
POWER FIVE EQUITY TRUST, SERIES 1
POWER TEN EQUITY TRUST, SERIES 1
ILLINOIS BIG TEN EQUITY TRUST, SERIES 7
MINNESOTA BIG TEN EQUITY TRUST, SERIES 8
MISSOURI BIG TEN EQUITY TRUST, SERIES 7
PACIFIC TEN EQUITY TRUST, SERIES 3
- --------------------------------------------------------------------------------
THE TRUSTS. Delaware - Voyageur Unit Investment Trust, Series 12 (the
"Fund") is comprised of the six underlying unit investment trusts set forth
above. Power Five Equity Trust, Series 1 (the "Power Five Trust") offers
investors the opportunity to purchase Units representing proportionate interests
in a fixed portfolio of common stocks issued by the five companies with the
lowest per share stock price of the ten companies in the Dow Jones Industrial
Average (the "DJIA") that have the highest dividend yield as of August 29, 1997
(the "Stock Selection Date"). Power Ten Equity Trust, Series 1 (the "Power Ten
Trust") offers investors the opportunity to purchase Units representing
proportionate interests in a fixed portfolio of common stocks issued by the ten
companies in the DJIA that have the highest dividend yield as of the Stock
Selection Date. Illinois Big Ten Equity Trust, Series 7 (the "Illinois Big Ten
Trust"), Minnesota Big Ten Equity Trust, Series 8 (the "Minnesota Big Ten
Trust"), and Missouri Big Ten Equity Trust, Series 7 (the "Missouri Big Ten
Trust") each offer investors the opportunity to purchase Units representing
proportionate interests in a fixed portfolio of common stocks issued by the ten
highest dividend yielding companies as of the Stock Selection Date which (a)
have their principal operations located in the State of Illinois, Minnesota or
Missouri, respectively, and (b) have a market capitalization in excess of $250
million. The Illinois, Minnesota and Missouri Big Ten Trusts, however, will not
invest in common stock of electric utility companies, limited partnerships, real
estate investment trusts ("REITs") or companies which have recently suspended,
or announced that they intend to suspend, their dividends. Pacific Ten Equity
Trust, Series 3 (the "Pacific Ten Trust") offers investors the opportunity to
purchase Units representing proportionate interests in a fixed portfolio of
common stocks issued by the ten largest companies based on market capitalization
as of the Stock Selection Date which have their principal operations located in
the States of California, Oregon or Washington. The Pacific Ten Trust, however,
will not invest in common stocks of limited partnerships. No Trust will invest
in common stocks of companies which derive more than 15% of their revenues from
securities related activities. Collectively, the various trusts are sometimes
collectively referred to herein as the "Trusts" and the common stocks selected
for inclusion in the Trusts are referred to herein as the "Securities."
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Delaware Management Company, Inc.
The date of this Prospectus is September 4, 1997
<PAGE>
OBJECTIVE OF THE TRUSTS. The objective of each of the Trusts is to
provide an above average total return through a combination of potential capital
appreciation and dividend income. While the objective of the Trusts is the same,
each Trust follows a different investment strategy in order to achieve its
stated objective. See "Schedule of Investments" for each Trust and "Objectives
and Securities Selection." There is, of course, no guarantee that the objective
of the Trusts will be achieved.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit for each of
the Trusts is equal to the aggregate underlying value of the Securities in a
Trust plus or minus cash, if any, in the Capital and Income Accounts of such
Trust, divided by the number of Units of that Trust outstanding, plus an initial
sales charge equal to the difference between the maximum total sales charge for
that Trust of 4.50% of the Public Offering Price and the maximum deferred sales
charge for a Trust ($0.350 per Unit). Unitholders will also be assessed a
deferred sales charge of $0.0175 per Unit, payable on the first day of each
month, over the period commencing November, 1997, through September, 1998 (the
"First Year Deferred Period") and again over the period commencing November,
1998, through September, 1999 (the "Second Year Deferred Period"). Unitholders
who elect to roll their Units into a new Series of the Trusts during the Interim
Special Redemption Period (as described under "Special Redemption and Rollover
in a New Fund") or Unitholders who sell or redeem their Units at or before the
end of the Interim Special Redemption Period will not be assessed a deferred
sales charge for the Second Year Deferred Period. The monthly amount of the
deferred sales charge will accrue on a daily basis, beginning the 1st day of the
month preceding a deferred sales charge payment date. For example, Unitholders
of record on the Initial Date of Deposit will pay an initial sales charge of
1.0% of the Public Offering Price and will be subject to a deferred sales charge
of 3.5% of the Public Offering Price (payable in monthly installments of $0.0175
per Unit over the First and Second Year Deferred Periods). Units purchased
subsequent to the initial deferred sales charge accrual will be subject to the
initial sales charge and that portion of the deferred sales charge payments not
yet collected. This deferred sales charge will be paid from funds in the Capital
Account of a Trust, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge assessed to Unitholders on a per Unit basis will be
4.50% of the Public Offering Price (4.545% of the aggregate value of the
Securities in a Trust), subject to reduction as set forth in "Public
Offering--General." During the initial offering period, the sales charge is
reduced on a graduated scale for sales involving at least $100,000. If Units
were available for purchase at the opening of business on the Initial Date of
Deposit, the Public Offering Price per Unit for the Trusts would have been that
amount set forth under "Summary of Essential Financial Information." The minimum
amount an investor may purchase of a Trust is $1,000 ($250 for a tax-sheltered
retirement plan). See "Public Offering."
DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS. Distributions of dividends
and realized capital gains, if any, received by the individual Trusts will be
paid in cash on the applicable Distribution Date to Unitholders of record of the
Trusts on the record date as set forth in the "Summary of Essential Financial
Information." Any distribution of income and/or capital gains for the Trusts
will be net of the expenses of the Trusts. See "Taxation." Additionally, upon
surrender of Units for
<PAGE>
redemption or termination of each Trust, the Trustee will distribute to each
Unitholder his PRO RATA share of their Trust's assets, less expenses, in the
manner set forth under "Rights of Unitholders -- Distributions of Income and
Capital."
SECONDARY MARKET FOR UNITS. Although not obligated to do so, an
affiliate of the Sponsor, Delaware Distributors, L.P. (the "Distributor")
currently intends to maintain a market for Units of the Trusts and offers to
repurchase such Units at prices which are based on the aggregate underlying
value of the Securities in the Trusts (generally determined by the closing sale
prices of the Securities) plus or minus cash, if any, in the Capital and Income
Accounts of the Trusts. If a secondary market is not maintained, a Unitholder
may redeem Units at prices based upon the aggregate underlying value of the
Securities in each Trust plus or minus a pro rata share of cash, if any, in the
Capital and Income Accounts of that Trust. A Unitholder tendering Units with a
value of $100,000 or more may request a distribution of shares of the Securities
(reduced by customary transfer and registration charges) in lieu of payment in
cash (an "In-Kind Distribution"). See "Rights of Unitholders--Redemption of
Units." Units sold or tendered for redemption prior to such time as the entire
deferred sales charge assessed during the First Year Deferred Period on such
Units has been collected will be assessed the amount of such remaining deferred
sales charge at the time of sale or redemption. Units held in the Trusts
subsequent to the Interim Special Redemption Period which are sold or tendered
for redemption prior to such time as the entire deferred sales charge assessed
during the Second Year Deferred Period on such Units has been collected will be
assessed the amount of such remaining deferred sales charge at the time of sale
or redemption.
TERMINATION. The Trusts will terminate on the Mandatory Termination
Date (as set forth under "Summary of Essential Financial Information")
regardless of market conditions at that time. Commencing on the Mandatory
Termination Date, Securities will begin to be sold in connection with the
termination of the individual Trusts. The Sponsor will determine the manner,
timing and execution of the sale of the Securities. Written notice of any
termination of the Trusts shall be given by the Trustee to each Unitholder at
his address appearing on the registration books of the Trusts maintained by the
Trustee. Such notice will include a form to enable a Unitholder to elect an In-
Kind Distribution, if such Unitholder owns at least $100,000 worth of Units of a
Trust. Unitholders of the individual Trusts may elect to become Rollover
Unitholders as described below. Rollover Unitholders will not receive the final
liquidation distribution but will receive units of a new Series of the Fund, if
one is being offered. Unitholders not electing the Rollover Option or those not
electing or eligible for an In-Kind Distribution will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
after the Trusts are terminated. See "Trust Administration -- Amendment or
Termination."
SPECIAL REDEMPTION AND ROLLOVER IN A NEW FUND. The Sponsor currently
intends to create a new Series of the Trusts (the "New Trusts") approximately 13
months after the Initial Date of Deposit of each Trust and also in conjunction
with the termination of each Trust (approximately two years after the Initial
Date of Deposit). Unitholders will have the option to roll the proceeds of their
Units into a New Trust after either 13 months (the "Interim Rollover") or two
years (the "Final Rollover"). To elect a Rollover option, Unitholders must
specify by the appropriate Rollover
<PAGE>
Notification Date stated in "Summary of Essential Financial Information" to have
all of their Units redeemed and the distributed Securities sold by the Trustee,
in its capacity as distribution agent ("Distribution Agent"), during the
corresponding Special Redemption Period. Unitholders electing to participate in
either the Interim Rollover ("Interim Rollover Unitholders") or the Final
Rollover ("Final Rollover Unitholders") are collectively referred to herein as
"Rollover Unitholders." The Distribution Agent will appoint the Sponsor as its
agent to determine the manner, timing and execution of sales of underlying
Securities. The proceeds of the redemption will then be invested in Units of a
New Trust, if offered, at a reduced sales charge (anticipated to be identical to
the deferred sales charge component of the Trusts.) The Sponsor may, however,
stop offering units of the New Trusts at any time in its sole discretion without
regard to whether all the proceeds to be invested have been invested. Cash which
has not been invested on behalf of the Rollover Unitholders in the New Trusts
will be distributed shortly after the applicable Special Redemption Period.
However, the Sponsor anticipates that sufficient Units will be available,
although moneys in the Trusts may not be fully invested on the next business
day. The portfolio of the New Trusts will contain common stocks of companies
satisfying the criteria established above for each Trust. Rollover Unitholders
will receive pro rata amount of dividends in the Income Account of the Trusts
which will be included in the reinvestment into units of the New Trusts. On
August 5, 1997, the Taxpayer Relief Act of 1997 (the "1997 Tax Act") was enacted
which reduces the maximum stated marginal tax rate for certain capital gains for
investments held for more than 18 months to 20% (10% in the case of certain
taxpayers in the lowest tax bracket). Rollover Unitholders participating in the
Final Rollover would qualify for such treatment, whereas Rollover Unitholders
participating in the Interim Rollover would be subject to a maximum stated
marginal tax rate of 28%. See "Taxation." The exchange option described above is
subject to modification, termination or suspension.
RISK FACTORS. An investment in a Trust should be made with an
understanding of the risks associated therewith, including the possible
deterioration of either the financial condition of the issuers or the general
condition of the stock market (which currently is at historically high levels),
volatile interest rates, economic recession, the lack of adequate financial
information concerning an issuer and the possibility of an economic downturn in
the state or region in which the common stocks included in a Trust are
concentrated. An investment in the Power Five Trust may subject a Unitholder to
additional risk due to the relative lack of diversity in its portfolio since the
portfolio contains only five stocks. Therefore, Units of the Power Five Trust
may be subject to greater market risk than other trusts which contain a more
diversified portfolio of securities. The Trusts are not actively managed and
Securities will not be sold to take advantage of market fluctuations or changes
in anticipated rates of appreciation. For certain risk considerations related to
the Trusts, see "Risk Factors" and "Objectives and Securities Selection." Units
of the Trusts are not deposits or obligations of, and are not guaranteed or
endorsed by, any bank and are not federally insured or otherwise protected by
the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency and involve investment risk, including the possible loss of
principal.
<PAGE>
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL DATE OF DEPOSIT:
SEPTEMBER 3, 1997
SPONSOR: DELAWARE MANAGEMENT COMPANY, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
Power Power Illinois
Five Ten Big Ten
Equity Equity Equity
Trust, Trust, Trust,
Series 1 Series 1 Series 7
-------- -------- --------
<S> <C> <C> <C>
GENERAL INFORMATION
Number of Units(1)......................................... 15,440 15,477 15,481
Fractional Undivided Interest in each Trust per Unit....... 1/15,440 1/15,477 1/15,481
Calculation of Public Offering Price per 100 Units:
Aggregate Offering Price of Securities in Portfolio(2).... $152,858 $153,222 $153,258
Aggregate Offering Price of Securities per
100 Units............................................... $990.00 $990.00 $990.00
Plus Maximum Sales Charge of 4.50% (4.545% of the
Aggregate Value of Securities)(3)....................... $45.00 $45.00 $45.00
Less Deferred Sales Charge(3)........................... $(35.00) $(35.00) $(35.00)
-------- -------- --------
Public Offering Price per 100 Units(3),(4)................. $1,000.00 $1,000.00 $1,000.00
Sponsor's Repurchase and Redemption Price
per 100 Units........................................... $955.00 $955.00 $955.00
Trustee's Annual Fee per 100 Units......................... $0.86 $0.86 $0.86
Estimated Organizational and Offering Expenses
per Unit(5)............................................. $0.046 $0.046 $0.030
Initial Date of Deposit...................September 4, 1997
First Settlement Date.....................September 9, 1997
Interim Rollover Notification Date........September 7, 1998
Interim Special Redemption Period..............Beginning on
September 28, 1998 until no later than October 2, 1998
Final Rollover Notification Date.............August 2, 1999
Final Special Redemption Period................Beginning on
August 30, 1999 until no later than September 3, 1999
Mandatory Termination Date................September 3, 1999
Income and Capital Account Distribution Date(6)
October 2, 1998 to Unitholders of record on September 15, 1998.
Minimum Termination Value ...................................................................... Each Trust may be
terminated if the net asset value of such Trust is less than $500,000 unless the net asset value of each
Trust's deposits has exceeded $15,000,000, then the Trust Agreement may be terminated if the net
asset value of such Trust is less than $3,000,000.
Evaluation Time...................................................................As of the close of trading on the
New York Stock Exchange, generally 4:00 p.m. Eastern Time.
</TABLE>
<PAGE>
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL DATE OF DEPOSIT:
SEPTEMBER 3, 1997
SPONSOR: DELAWARE MANAGEMENT COMPANY, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
Minnesota Missouri Pacific
Big Ten Big Ten Ten
Equity Equity Equity
Trust, Trust, Trust,
Series 8 Series 7 Series 3
-------- -------- --------
<S> <C> <C> <C>
GENERAL INFORMATION
Number of Units(1)......................................... 15,253 15,504 15,678
Fractional Undivided Interest in each Trust per Unit....... 1/15,253 1/15,504 1/15,678
Calculation of Public Offering Price per 100 Units:
Aggregate Offering Price of Securities in Portfolio(2).... $151,000 $153,490 $155,210
Aggregate Offering Price of Securities per
100 Units............................................... $990.00 $990.00 $990.00
Plus Maximum Sales Charge of 4.5% (4.545% of the
Aggregate Value of Securities)(3)....................... $45.00 $45.00 $45.00
Less Deferred Sales Charge(3)........................... $(35.00) $(35.00) $(35.00)
-------- -------- --------
Public Offering Price per 100 Units(3),(4)................. $1,000.00 $1,000.00 $1,000.00
Sponsor's Repurchase and Redemption Price
per 100 Units........................................... $955.00 $955.00 $955.00
Trustee's Annual Fee per 100 Units......................... $0.86 $0.86 $0.86
Estimated Organizational and Offering Expenses
per Unit(5)............................................. $0.036 $0.037 $0.035
Initial Date of Deposit...................September 4, 1997
First Settlement Date.....................September 9, 1997
Interim Rollover Notification Date........September 7, 1998
Interim Special Redemption Period..............Beginning on
September 28, 1998 until no later than October 2, 1998
Final Rollover Notification Date.............August 2, 1999
Final Special Redemption Period................Beginning on
August 30, 1999 until no later than September 3, 1999
Mandatory Termination Date................September 3, 1999
Income and Capital Account Distribution Date(6)
October 2, 1998 to Unitholders of record on September 15, 1998.
Minimum Termination Value ...................................................................... Each Trust may be
terminated if the net asset value of such Trust is less than $500,000 unless the net asset value of each
Trust's deposits has exceeded $15,000,000, then the Trust Agreement may be terminated if the net
asset value of such Trust is less than $3,000,000.
Evaluation Time...................................................................As of the close of trading on the
New York Stock Exchange, generally 4:00 p.m. Eastern Time.
</TABLE>
<PAGE>
1 As of the close of business on the Initial Date of Deposit, the number of
Units of a Trust may be adjusted so that the aggregate value of Securities
per Unit will equal approximately $9.90. Therefore, to the extent of any
such adjustment, the fractional undivided interest per Unit will increase
or decrease accordingly, from the amounts indicated above.
2 Each Security listed on a national securities exchange or The Nasdaq Stock
Market is valued at the last closing sale price, or if no such price
exists or if the Security is not so listed, at the closing ask price
thereof.
3 The Maximum Sales Charge consists of an initial sales charge and a
deferred sales charge. The initial sales charge is applicable to all Units
of a Trust and represents an amount equal to the difference between the
Maximum Sales Charge for a Trust of 4.50% of the Public Offering Price and
the maximum deferred sales charge for a Trust ($0.350 per Unit).
Unitholders will also be assessed a deferred sales charge of $0.0175 per
Unit, payable on the first day of each month, over the period commencing
November, 1997, through September, 1998 (the "First Year Deferred Period")
and again over the period commencing November, 1998, through September,
1999 (the "Second Year Deferred Period"). Unitholders who elect to roll
their Units into a new Series of the Trusts during the Interim Special
Redemption Period (as described under "Special Redemption and Rollover in
a New Fund") or Unitholders who sell or redeem their Units at or before
the end of the Interim Special Redemption Period will not be assessed a
deferred sales charge for the Second Year Deferred Period. Subsequent to
the Initial Date of Deposit, the amount of the initial sales charge will
vary with changes in the aggregate value of the Securities in a Trust.
Units purchased subsequent to the initial deferred sales charge accrual
will be subject only to the initial sales charge and that portion of the
deferred sales charge payments not yet collected or accrued. These
deferred sales charge payments will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. The total
maximum sales charge will be 4.5% of the Public Offering Price (4.545% of
the aggregate value of the Securities in a Trust). See the "Fee Table"
below and "Public Offering Price--Offering Price." Any uncollected
deferred sales charge amounts will be deducted from the sales or
redemption proceeds as described under "Public Offering -- Public Market"
and "Rights of Unitholders -- Redemption of Units."
4 On the Initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone ordering Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such
Accounts.
5 Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states,
the initial audit of the Trust portfolio, legal fees and the initial fees
and expenses of the Trustee, but not including the expenses incurred in
the preparation and printing of brochures and other advertising materials
and any other selling expenses), as is common for mutual funds. Total
organizational and offering expenses will be charged off at the end of the
initial offering period which is currently expected to be approximately
two months from the Initial Date of Deposit. See "Expenses of the Trusts"
and "Statement of Net Assets." Historically, the sponsors of unit
investment trusts have paid all the costs of establishing such trusts.
6 At the Interim Rollover Notification Date (for Interim Rollover
Unitholders) or the Final Rollover Notification Date (for Final Rollover
Unitholders) or upon termination of a Trust for other Unit holders,
amounts in the Income Account (which consist of dividends on the
Securities) will be included in amounts distributed to or on behalf of
Unitholders. Distributions from the Capital Account will be made monthly
payable on the last day of the month to Unitholders of record on the
fifteenth day of such month if the amount available for distribution
equals at least $1.00 per 100 Units. Notwithstanding, distributions of
funds in the Capital Account, if any, will be made as part of the final
liquidation distribution.
<PAGE>
FEE TABLE
- --------------------------------------------------------------------------------
This Fee Table is intended to assist investors in understanding the
costs and expenses that an investor in each Trust will bear directly or
indirectly. See "Public Offering Price--Offering Price" and "Trust Operating
Expenses." Although each Trust has a term of approximately two years and is a
unit investment trust rather than a mutual fund, this information is presented
to permit a comparison of fees, assuming the principal amount and distributions
are rolled over into a new Trust subject only to the deferred sales charge and
annual trust operating expenses.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 100 UNITS
- ------------------------------- ---------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)...................... 1.00%(1) $10.00
Deferred Sales Charge during the First Year Deferred
Period (as a percentage of original purchase
price)................................................... 1.75%(2) $17.50
Deferred Sales Charge during the Second Year
Deferred Period (as a percentage of
original purchase price)................................. 1.75%(2),(3) $17.50
----- ------
Maximum Total Sales Charge ................................... 4.50% $45.00
===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fee............................................ .086% $0.86
Other Operating Expenses................................. .018% $0.18
----- -----
Total................................................ .104%(4) $1.04
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (4.50% of the Public Offering Price) and the
maximum deferred sales charge ($35.00 per 100 Units) and would exceed 1% if
the Public Offering Price exceeds $10.00 per Unit.
2 The actual fee is $1.75 per month per 100 Units, irrespective of purchase
or redemption price, deducted on such dates set forth in "Public Offering."
Except as noted under "Public Offering-- Public Market" and "Rights of
Unitholders -- Redemption of Units," if a Unitholder sells or redeems Units
before all of these deductions have been made, the balance of the deferred
sales charge payments remaining will be deducted from the sales or
redemption proceeds. If the Unit price exceeds $10.00 per Unit, the
deferred portion of the sales charge will be less than 3.50%; if the Unit
price is less than $10.00 per Unit, the deferred portion of the sales
charge will exceed 3.50%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to the initial sales charge
and that portion of the deferred sales charge payments not yet collected or
accrued.
<PAGE>
3 Unitholders who elect to roll their Units into a new Series of the Trusts
during the Interim Special Redemption Period (as described under "Special
Redemption and Rollover in a New Fund") or Unitholders who sell or redeem
their Units at or before the end of the Interim Special Redemption Period
will not be assessed a deferred sales charge for the Second Year Deferred
Period.
4 A Trust's Estimated Annual Trust Operating Expenses do not include
organizational and offering costs, which are charged against capital at the
end of the initial offering period.
EXAMPLE
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
An investor would pay the following $29 $68
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .104% and a 5%
annual return on the investment
throughout the periods.
The above example assumes reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds. Although each
Trust has a term of approximately two years and is a unit investment trust
rather than a mutual fund, this information is presented to permit comparison of
fees, assuming the principal amount and distributions are rolled over at a
Trust's termination into a new series subject only to the Deferred Sales Charge
and annual trust operating expenses. The example should not be considered a
representation of past or future expenses or annual rate of return; the actual
expenses and annual rate of return may be more or less than those assumed for
purposes of the examples. The estimated operating expense ratio does not include
organizational and offering costs, which are charged to capital at the end of
the initial offering period. Over time, investors who elect to participate as
Interim Rollover Unitholders over consecutive years will pay higher expenses
than those electing to participate as Final Rollover Unitholders over
consecutive years due to the fact that organizational and offering costs, which
are assessed at the creation of a Trust, will be charged more frequently.
THE TRUST
Delaware - Voyageur Unit Investment Trust, Series 12 is comprised of
six unit investment trusts: Power Five Equity Trust, Series 1; Power Ten Equity
Trust, Series 1; Illinois Big Ten Equity Trust, Series 7; Minnesota Big Ten
Equity Trust, Series 8; Missouri Big Ten Equity Trust, Series 7; and Pacific Ten
Equity Trust, Series 3 (collectively, the "Trusts"). The Fund was created under
the laws of the State of New York pursuant to a Trust Agreement (the "Trust
Agreement"), dated
<PAGE>
the date of this Prospectus (the "Initial Date of Deposit"), among Delaware
Management Company, Inc., as Sponsor and Supervisor, and The Chase Manhattan
Bank, as Evaluator and Trustee.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee
the Securities indicated under "Portfolio" herein, including delivery statements
relating to contracts for the purchase of certain such Securities and an
irrevocable letter of credit issued by a financial institution in the amount
required for such purchases. Thereafter, the Trustee, in exchange for such
Securities (and contracts) so deposited, delivered to the Sponsor documentation
evidencing the ownership of that number of Units of each Trust indicated in
"Summary of Essential Financial Information." Unless otherwise terminated as
provided in the Trust Agreement, each Trust will terminate on the Mandatory
Termination Date, and Securities then held will within a reasonable time
thereafter be liquidated or distributed by the Trustee.
Additional Units of a Trust may be issued at any time by depositing in
that Trust additional Securities or cash (including a letter of credit) with
instructions to purchase additional Securities in a Trust. As additional Units
are issued by a Trust as a result of the deposit of additional Securities or
cash by the Sponsor, the aggregate value of the Securities in that Trust will be
increased and the fractional undivided interest in that Trust represented by
each Unit will be decreased. The Sponsor may continue to make additional
deposits of Securities or cash into a Trust following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain, as nearly as practicable, the original proportionate relationship of
the Securities in such Trust's portfolio, based on the number of shares of the
Securities. Any deposit by the Sponsor of additional Securities, or the purchase
of additional Securities pursuant to a cash deposit, will duplicate, as nearly
as is practicable, this original proportionate relationship and not the actual
proportionate relationship on the subsequent Date of Deposit, since the two may
differ. Any such difference may be due to the sale, redemption or liquidation of
any of the Securities deposited in that Trust on the Initial, or any subsequent,
Date of Deposit. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because such Trust will pay associated brokerage fees. To minimize this effect,
the Trusts will try to purchase the Securities as close to the evaluation time
as possible. The Trustee may, from time to time, retain and pay compensation to
the Sponsor (or an affiliate of the Sponsor) to act as agent for a Trust with
respect to acquiring Securities for or selling Securities from a Trust. In
acting in such capacity, the Sponsor or its affiliate will be subject to the
restrictions under the Investment Company Act of 1940, as amended.
Each Unit of a Trust initially offered represents an undivided interest
in that Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities or cash being
deposited by the Sponsor, the fractional undivided interest in that Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in that Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
<PAGE>
OBJECTIVES AND SECURITIES SELECTION
The objective of each of the Trusts is to provide an above average
total return through a combination of potential capital appreciation and
dividend income. While the objective of the Trusts is the same, each Trust
follows a different investment strategy in order to achieve its stated
objective.
POWER FIVE TRUST. The Power Five Trust offers investors the opportunity
to purchase Units representing proportionate interests in an approximately
evenly dollar-weighted portfolio of common stocks of the five companies with the
lowest per share stock price of the ten companies in the DJIA that have the
highest dividend yield as of the Stock Selection Date.
POWER TEN TRUST. The Power Ten Trust offers investors the opportunity
to purchase Units representing proportionate interests in an approximately
evenly dollar-weighted portfolio of common stocks of the ten companies in the
DJIA that have the highest dividend yield as of the Stock Selection Date.
ILLINOIS BIG TEN TRUST. The Illinois Big Ten Trust offers investors the
opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten highest dividend yielding companies as of the Stock Selection Date which (a)
have their principal operation located in the State of Illinois and (b) have a
market capitalization in excess of $250 million.
MINNESOTA BIG TEN TRUST. The Minnesota Big Ten Trust offers investors
the opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten highest dividend yielding companies as of the Stock Selection Date which (a)
have their principal operation located in the State of Minnesota and (b) have a
market capitalization in excess of $250 million.
MISSOURI BIG TEN TRUST. The Missouri Big Ten Trust offers investors the
opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten highest dividend yielding companies as of the Stock Selection Date which (a)
have their principal operation located in the State of Missouri and (b) have a
market capitalization in excess of $250 million.
PACIFIC TEN TRUST. The Pacific Ten Trust offers investors the
opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten companies having the largest market capitalization as of the Stock Selection
Date which have their principal operations located in the States of California,
Oregon or Washington.
The Trusts may be an appropriate medium for investors who desire to
participate in a portfolio of common stocks with greater diversification than
they might be able to acquire individually. As a policy matter, the Sponsor has
excluded any company that is subject to being acquired, the acquisition of which
is expected to be completed during the initial offering period of
<PAGE>
a Trust. The Illinois, Minnesota and Missouri Big Ten Trusts will not invest in
the common stock of electric utility issuers, limited partnerships, REITs or
companies which have recently suspended, or announced that they intend to
suspend, their dividends. The Pacific Ten Trust will not invest in common stocks
of limited partnerships. No Trust will invest in common stocks of companies
which derive more than 15% of their revenues from securities related activities.
In seeking each Trust's objective, the Sponsor considered, among other things,
the ability of the Securities to outpace inflation. While inflation is currently
relatively low, the United States has historically experienced periods of
double-digit inflation. While the prices of equity securities will fluctuate,
over time equity securities have outperformed the rate of inflation, and other
less risky investments, such as government bonds and U.S. Treasury bills. Past
performance is, however, no guarantee of future results.
Neither the publishers of the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500 Index") or the DJIA have granted the Trusts or the
Sponsor a license to use their respective Index. Units of the Trusts are not
designed so that prices will parallel or correlate with movements in any
particular index and it is expected that their prices will not parallel or
correlate with such movements. The publishers of the S&P 500 Index and the DJIA
have not participated in any way in the creation of the Trusts or in the
selection of the stocks in the Trusts and have not approved any information
related thereto.
The Trusts will terminate approximately two years from the date of this
Prospectus. Investors will be subject to taxation on the dividend income
received by the Trusts and on gains from the sale or liquidation of Securities
(see "TAXATION"). Investors should be aware that there is no guarantee that the
objective of the Trusts will be achieved because each Trust is subject to the
continuing ability of the respective issuers to declare and pay dividends and
because the market value of the Securities can be affected by a variety of
factors. Common stocks may be 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. Investors should be aware that there
can be no assurance that the value of the underlying Securities will increase or
that the issuers of the Securities will pay dividends on outstanding common
shares. Any distribution of income will generally depend upon the declaration of
dividends by the issuers of the Securities, and the declaration of any dividends
depends upon several factors, including the financial condition of the issuers
and general economic conditions. See "Risk Factors."
Investors should be aware that a Trust is not a "managed" fund, and as
a result, the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration--Portfolio Administration"). In addition, Securities will
not be sold by the Trusts to take advantage of market fluctuations or changes in
anticipated rates of appreciation. Investors should note that the Securities
were selected by the Sponsor prior to the date the Securities were purchased by
the Trusts. The Trusts may continue to hold Securities originally selected
through this process even though the evaluation of the attractiveness of the
Securities may have changed, and if the evaluation were performed again at that
time, the Securities would not be selected for the Trusts.
<PAGE>
As described herein, the Securities included in each Trust have been
selected from a universe of potential securities which meet a set of criteria
established by the Sponsor. As previously discussed, a Unitholder may choose to
reinvest the proceeds from their Units into a New Trust approximately thirteen
months after the date of this Prospectus or two years after the date of this
Prospectus. The tables set forth below show the comparative calculations of the
total return figures and the value of $10,000 invested on the date shown for the
S&P 500, DJIA and each Trust strategy for both a one year period and a two year
period. The comparative calculations of the total return figures and the value
of $10,000 invested on the date shown set forth below for the strategies
employed by the Power Five, Power Ten, Illinois Big Ten, Minnesota Big Ten,
Missouri Big Ten and Pacific Ten include financial information of entities which
at the time of initial calculation were organized as corporations but which were
previously organized as limited partnerships. The initial calculations of the
Power Five, Power Ten, Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and
Pacific Ten were August, 1997; August, 1997; April, 1996; December, 1995; April,
1996; and April, 1997, respectively. In addition, such comparative calculations
exclude financial information of corporations which did not exist at the time of
initial calculation but which may have been in existence (and therefore
potentially includable in the universe of potential corporations) in prior
years. After the Initial Date of Deposit, corporations which cease to exist will
remain in the historical return comparisons through the date of initial
calculation; however, the portion of comparative calculations subsequent to the
date of such a corporation's ceasing to exist will include only the financial
information of corporations which meet the criteria established by the Sponsor
at the time such comparisons are calculated. Finally, such calculations include
historical information about companies that are not eligible to be included in a
Trust but would have been selected by applying the appropriate strategy.
Modifications to these assumptions would alter the results of the comparative
calculations. Prior to this offering, neither the Sponsor nor to its knowledge
any other entity independently maintained an annual performance record of the
securities which would have been included in the Illinois Big Ten, Minnesota Big
Ten, Missouri Big Ten or Pacific Ten in any given year, although the information
necessary to generate such a performance record was and continues to be readily
available. Such annual returns do not take into account commissions, sales
charges, expenses or taxes.
The following table shows Strategy Total Returns over consecutive
one-year periods commencing January 1, 1982, and through the most recent
quarter. Each Strategy Total Return assumes that the Strategy is reapplied at
the beginning of each year.
<PAGE>
COMPARISON OF TOTAL RETURNS(1)
<TABLE>
<CAPTION>
Hypothetical One-Year Strategy Total Returns Index Total Returns
--------------------------------------------------------------------- -------------------
Year Ended Power Power Illinois Minnesota Missouri Pacific
12/31 Five(4) Ten(4) Big Ten Big Ten Big Ten Ten DJIA(2),(4) S&P 500(3),(4)
- ---------- ----- ---- ------- ------- ------- --- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1982 41.88% 26.05% 32.55% 40.93% 38.04% 17.35% 25.84% 20.26%
1983 36.11 38.75 33.13 23.52 30.19 20.53 25.68 22.27
1984 10.88 5.75 19.49 1.87 -0.36 3.71 1.07 5.95
1985 37.84 29.40 38.26 47.37 30.23 23.28 32.83 31.44
1986 30.31 34.79 22.80 17.98 10.53 19.71 26.96 18.35
1987 11.06 6.07 4.34 4.02 2.78 3.18 6.00 5.67
1988 21.22 24.33 26.35 17.52 40.09 17.25 15.97 16.57
1989 10.49 25.66 26.94 33.04 34.99 36.72 31.74 31.11
1990 -15.27 -7.57 -19.51 2.26 -11.88 -0.88 -0.61 -3.20
1991 61.79 34.02 55.62 42.21 51.13 31.11 23.99 30.13
1992 22.88 7.79 18.46 20.15 18.66 18.38 7.37 7.49
1993 33.82 26.91 24.73 8.48 23.93 13.03 16.74 9.88
1994 8.08 4.05 2.24 0.37 -3.39 6.19 4.94 1.28
1995 30.26 36.51 55.78 27.32 24.42 38.99 36.47 37.01
1996 26.12 28.18 15.12 17.23 24.32 45.46 28.58 22.68
1997 thru
6/30 9.90 15.19 10.13 23.26 18.66 16.51 20.02 20.57
</TABLE>
1 Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. DJIA and S&P 500 are unmanaged indices and do not incur
sales charges, commissions, expenses or taxes. Total return of the Power
Five, Power Ten, Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and
Pacific Ten, respectively, does not take into consideration any applicable
sales charges, commissions, expenses or taxes. Returns would be lower as a
result of such charges and expenses.
2 An index of 30 stocks compiled by Dow Jones & Company, Inc. Source:
Bloomberg L.P.
3 The S&P 500 is a total return index consisting of 500 widely held common
stocks calculated by Standard & Poor's. Source: FactSet Data Systems, Inc.
4 For the five year period between January 1, 1977 and December 31, 1981, the
Power Five Strategy achieved an annual total return (assuming one-year
rollover) of 5.64% in 1977, 1.26% in 1978, 9.91% in 1979, 40.53% in 1980
and 3.64% in 1981; the Power Ten Strategy achieved an annual total return
(assuming one-year rollover) of -1.75% in 1977, 0.12% in 1978, 12.99% in
1979, 27.23% in 1980 and 7.73% in 1981; the DJIA achieved an annual total
return of -12.76% in 1977, 2.62% in 1978, 10.52% in 1979, 21.45% in 1980
and -3.40% in 1981; and the S&P 500 achieved an annual total return of
-7.19% in 1977, 6.40% in 1978, 18.01% in 1979, 31.50% in 1980 and -4.83% in
1981.
There can be no assurance that the Portfolios of the Trusts, if held
for 13 months, will outperform the S&P 500 or the DJIA over the stated period.
<PAGE>
The chart below represents past performance of strategies employed over
consecutive one-year periods by the Power Five, Power Ten, Illinois Big Ten, the
Minnesota Big Ten, the Missouri Big Ten, and the Pacific Ten as compared to the
DJIA and the S&P 500 and should not be considered indicative of future results.
For the full years commencing January, 1982 through December, 1996, the average
annual total return for the Power Five, Power Ten, Illinois Big Ten, the
Minnesota Big Ten, the Missouri Big Ten, the Pacific Ten, DJIA and the S&P 500
was 23.21%, 20.55%, 22.24%, 19.37%, 19.60%, 18.87%, 18.29%, and 16.52%,
respectively. The chart reflects a hypothetical assumption that $10,000 was
invested on January 1, 1982 and the investment strategy followed for one-year
periods over the last 15 years and through the most recent quarter. The chart
assumes that all dividends during a year are reinvested at the end of that year
and does not reflect sales charges, commission, expenses or taxes. There can be
no assurance that the Trusts will outperform the DJIA the S&P 500 over a
thirteen month period or over consecutive rollover periods, if available.
VALUE OF $10,000 INVESTED ON JANUARY 1, 1982
<TABLE>
<CAPTION>
Hypothetical One-Year Strategy Returns
-------------------------------------------------------------------- Index Total Returns
Year Ended Power Power Illinois Minnesota Missouri Pacific -------------------
12/31 Five Ten Big Ten Big Ten Big Ten Ten DJIA S&P 500
- ---------- ---- --- ------- ------- ------- --- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1982 $14,188 $12,605 $13,255 $14,093 $13,804 $11,735 $12,584 $12,026
1983 19,311 17,489 17,646 17,408 17,971 14,144 15,816 14,704
1984 21,412 18,495 21,086 17,733 17,907 14,669 15,985 15,579
1985 29,515 23,933 29,153 26,133 23,320 18,081 21,233 20,477
1986 38,461 32,259 35,800 30,832 25,776 21,645 26,957 24,235
1987 42,714 34,217 37,354 32,072 26,492 22,333 28,574 25,609
1988 51,778 42,542 47,196 37,691 37,113 26,185 33,138 29,852
1989 57,210 53,458 59,911 50,144 50,099 35,801 43,656 39,139
1990 48,474 49,411 48,222 51,277 44,147 35,486 43,389 37,887
1991 78,426 66,221 75,044 72,921 66,719 46,525 53,798 49,302
1992 96,370 71,380 88,897 87,614 79,169 55,077 57,763 52,995
1993 128,963 90,588 110,881 95,044 98,114 62,253 67,433 58,231
1994 139,383 94,257 113,365 95,396 94,788 66,107 70,764 58,976
1995 181,560 128,670 176,599 121,458 117,935 91,882 96,572 80,803
1996 228,983 164,929 203,301 142,385 146,617 133,651 124,172 99,129
1997 thru
6/30 251,652 189,982 223,895 175,503 173,976 155,717 149,031 119,460
</TABLE>
<PAGE>
The following table shows annualized Strategy Total Returns over
two-year periods commencing with the two-year period ending December 31, 1981.
Each Strategy Total Return assumes that the Strategy is reapplied on a bi-annual
basis. As the table shows annualized Strategy Total Returns over two-year
periods for each of the last sixteen years the individual Strategies overlap
each other in consecutive years. For instance, the Strategy Total Returns shown
for the two-year period ending December 31, 1981 represents the annualized Total
Return over such two-year period of the common stocks selected by applying the
Strategy on January 1, 1980, while the Strategy Total Returns shown for the
two-year period ending December 31, 1982 represents the annualized Total Return
over such two-year period of the common stocks selected by applying the Strategy
on January 1, 1981. The Index Total Returns represent the annualized Total
Returns of the respective index.
COMPARISON OF TOTAL RETURNS(1)
<TABLE>
<CAPTION>
Annualized
Annualized Hypothetical Two-Year Strategy Total Returns Index Total Returns
Two-Year --------------------------------------------------------------------- -------------------
Period Ended Power Power Illinois Minnesota Missouri Pacific
12/31 Five(4) Ten(4) Big Ten Big Ten Big Ten Ten DJIA(2),(4) S&P 500(3),(4)
- ------------ ----- ---- ------- ------- ------- --- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1981 18.02% 14.92% 2.86% 9.57% 15.55% 11.01% -3.40% -4.83%
1982 24.55 23.55 14.70 28.58 23.47 -8.03 25.84 20.26
1983 28.18 29.40 31.27 29.17 32.81 15.96 25.68 22.27
1984 22.72 14.76 27.24 12.29 14.64 13.23 1.07 5.95
1985 25.89 17.67 28.07 23.52 13.52 11.81 32.83 31.44
1986 36.70 27.79 31.25 35.17 20.94 17.03 26.96 18.35
1987 30.58 19.45 9.33 14.17 9.99 10.32 6.00 5.67
1988 11.55 11.30 13.55 8.01 12.72 9.92 15.97 16.57
1989 19.93 12.84 10.82 8.62 5.42 8.60 31.74 31.11
1990 21.94 12.43 8.34 18.64 10.39 15.03 -0.61 -3.20
1991 9.76 9.00 4.96 21.33 21.15 3.97 23.99 30.13
1992 51.33 33.09 29.41 26.63 30.85 26.73 7.37 7.49
1993 24.82 20.03 21.57 16.87 16.66 13.00 16.47 9.88
1994 21.96 17.55 13.98 7.16 14.79 10.55 4.94 1.28
1995 25.70 23.10 22.45 12.54 2.95 24.76 36.47 37.01
1996 39.69 35.25 27.93 19.40 29.36 44.29 28.58 22.68
1/1/97 thru
6/30/97 9.90 15.19 10.13 23.26 18.66 16.51 20.02 20.51
</TABLE>
1 Total Return represents the sum of the percentage change in market
value of each group of stocks between the first trading day of a period
and the total dividends paid on each group of stocks during the period
divided by the opening market value of each group of stocks as of the
first trading day of a period. DJIA and S&P 500 are unmanaged indices
and do not incur sales charges, commissions, expenses or taxes. Total
return of the Power Five, Power Ten, Illinois Big Ten, Minnesota Big
Ten, Missouri Big Ten and Pacific Ten, respectively, does not take into
consideration any applicable sales charges, commissions, expenses or
taxes. Returns would be lower as a result of such charges and expenses.
<PAGE>
2 An index of 30 stocks compiled by Dow Jones & Company, Inc. Source:
Bloomberg L.P.
3 The S&P 500 is a total return index consisting of 500 widely held
common stocks calculated by Standard & Poor's. Source: FactSet Data
Systems, Inc.
4 For the five year period between January 1, 1975 and December 31, 1980,
the Power Five Strategy achieved an average annual total return over
the two-year period ending in the year indicated of 27.08% in 1977,
2.99% in 1978, 11.65% in 1979 and 23.10% in 1980; the Power Ten
Strategy achieved an average annual total return over the two-year
period ending in the year indicated of 17.57% in 1977, -2.18% in 1978,
7.34% in 1979 and 19.77% in 1980; the DJIA achieved an average annual
total return in the year indicated of 22.82% in 1976, -12.76% in 1977,
2.62% in 1978, 10.52% in 1979 and 21.45% in 1980; and the S&P 500
achieved an average annual total return in the year indicated of 23.81%
in 1976, -7.19% in 1977, 6.40% in 1978, 18.01% in 1979 and 31.50% in
1980.
There can be no assurance that the Portfolios of the Trusts, if held
for two years, will outperform the S&P 500 or the DJIA over the life of the
Trusts.
<PAGE>
The chart below represents past performance of the strategies employed
over two-year periods by the Power Five, Power Ten, Illinois Big Ten, the
Minnesota Big Ten, the Missouri Big Ten, and the Pacific Ten, as compared to the
DJIA and the S&P 500 and should not be considered indicative of future results.
The chart reflects a hypothetical assumption that $10,000 was invested on
January 1, 1981 and shows the average annual return for each two-year period for
each Strategy as well as the DJIA and S&P 500 assuming that each Strategy was
originally applied on January 1, 1980 and re-applied bi-annually through
December 31, 1996. The average annual total return over the stated period for
the Power Five, Power Ten, Illinois Big Ten, the Minnesota Big Ten, the Missouri
Big Ten, the Pacific Ten, DJIA and the S&P 500 was 25.96%, 20.23%, 19.32%,
18.52%, 16.99%, 13.95%, 18.29%, and 16.52%, respectively. The chart assumes that
all dividends during a year are reinvested at the end of that year and does not
reflect sales charges, commission, expenses or taxes. There can be no assurance
that the Trusts will outperform the DJIA or the S&P 500 over their approximately
two-year life or over consecutive rollover periods, if available.
VALUE OF $10,000 INVESTED ON JANUARY 1, 1981
<TABLE>
<CAPTION>
Annualized Hypothetical Two-Year Strategy Returns Annualized
Two-Year ---------------------------------------------------------------------- Index Total Returns
Period Ended Power Power Illinois Minnesota Missouri Pacific ---------------------
12/31 Five Ten Big Ten Big Ten Big Ten Ten DJIA S&P 500
----- ---- --- ------- ------- ------- --- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1981 $ 11,802 $ 11,476 $ 13,127 $ 12,917 $ 13,281 $11,596 $ 12,568 $12,227
1982 14,699 14,179 15,057 16,609 16,398 10,665 15,816 14,704
1983 18,842 18,347 19,765 21,453 21,778 12,367 19,877 17,979
1984 23,123 21,055 25,149 24,090 24,967 14,003 20,090 19,049
1985 29,109 24,776 32,208 29,756 28,342 15,657 26,685 25,037
1986 39,792 31,661 42,273 40,221 34,277 18,323 33,879 29,632
1987 51,960 37,819 46,217 45,921 37,701 20,214 35,912 31,312
1988 57,962 42,092 52,480 49,599 42,497 22,219 41,647 36,500
1989 69,513 47,497 58,158 53,874 44,800 24,130 54,866 47,856
1990 84,765 53,401 63,008 63,916 49,455 27,757 54,532 46,324
1991 93,038 58,207 66,134 77,550 59,914 28,859 67,614 60,282
1992 140,794 77,467 85,583 98,201 78,398 36,573 72,597 64,797
1993 175,739 92,984 104,044 114,768 91,459 41,328 84,750 71,199
1994 214,331 109,303 118,589 122,985 104,986 45,688 88,936 72,110
1995 269,415 134,552 145,212 138,408 108,083 57,000 121,371 98,798
1996 376,345 181,981 185,770 165,259 139,816 82,245 156,059 121,205
1/1/97 thru
6/30/97 413,603 209,624 204,589 203,698 165,906 95,824 187,302 146,137
</TABLE>
Past performance of any investment strategy may not be indicative of
results of future Trusts. Trust performance may be compared to the performance
on the same basis of investment strategies utilized by a Trust (which may show
performance net of expenses and charges which such Trust would have charged),
the DJIA, the S&P 500 Index, other investment indices, or performance data from
publications such as Morningstar Publications, Inc. This performance may also be
compared
<PAGE>
for various periods with an investment in short-term U.S. Treasury securities;
however, the investor should bear in mind that Treasury securities are fixed
income obligations, having the highest credit characteristics, while equity
securities involve greater risk because they have no maturities, are not
guaranteed by the full faith and credit of the United States, and income thereon
is subject to the financial condition of, and declaration by, the issuers. Past
performance, of course, may not be indicative of future results and results
actually achieved by any Unitholder will vary depending on such factors as the
dates the Unitholder purchased and sold his Units. Additionally, the foregoing
returns do not take into account commissions, sales charges, Trust expenses or
taxes. The securities included in each Trust represent higher geographic and/or
industry concentrations, and less diversification, than those of the S&P 500 and
DJIA. The average P/E ratio of the Power Five, Power Ten, Illinois Big Ten,
Minnesota Big Ten, Missouri Big Ten and Pacific Ten Trusts as of August 28, 1997
is 24.0, 22.6, 14.8, 26.8, 22.3, and 27.4, respectively. In addition, the
average Beta of the Power Five, Power Ten, Illinois Big Ten, Minnesota Big Ten,
Missouri Big Ten and Pacific Ten Trusts as of August 28, 1997 is .96, .92, .71,
.85, .92 and 1.02, respectively.
TRUST PORTFOLIO
POWER FIVE
The Power Five Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
EXXON CORP.
E.I. DUPONT DE NEMOURS & CO.
INTERNATIONAL PAPER CO.
PHILIP MORRIS COS. INC.
AT&T CORP.
EXXON CORP. is the world's largest publicly owned integrated oil
company. Its chemical division produces aromatics, solvents, fertilizer, and
other products. It explores in more than 25 countries, including former Soviet
republics, China's Tarim Basin, Papua New Guinea, and offshore Angola and
Nigeria.
E.I. DUPONT DE NEMOURS & CO. is the #1 chemical company in the US. It
is organized into 5 business segments: chemicals, fibers, polymers, petroleum,
and diversified businesses (agriculture, electronics). It has operations in over
70 countries.
INTERNATIONAL PAPER COMPANY is the world's leading producer of forest
products and a leading distributor of paper (printing and writing papers,
paperboard, linerboard, and cartons) and office supplies. The company's nonpaper
offerings include chemical (Arizona Chemical), nonwoven fabric (Varatec), oil
and gas and photographic films (Anitec, Horsell, Ilford).
<PAGE>
PHILIP MORRIS COS. INC. operations include the world's largest tobacco
business; it controls almost half of the US tobacco market and owns Marlboro,
one of the world's 2 most valuable brands. Philip Morris gets almost half of its
revenue (but only 1/3 of its profits) from food and beer subsidiaries that
include Kraft (the US's largest food company and marketer of such leading brands
as Jell-O, Oscar Mayer, and Post cereals) and Miller Brewing (ranked #2 among
beer makers, after Anheuser-Busch). The company also operates financial services
and real estate investment businesses.
AT&T CORP. is the US's #1 long-distance telephone carrier. Among those
services are wireless phone service (including cellular, messaging, and
air-to-ground services), Internet access (AT&T WorldNet), video entertainment,
and international telephone services. It also offers the AT&T Universal credit
card.
POWER TEN
The Power Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
PHILIP MORRIS COS. INC.
AT&T CORP.
GENERAL MOTORS CORP.
CHEVRON CORPORATION
EXXON CORP.
EASTMAN KODAK CO.
MINNESOTA MINING & MANUFACTURING CO.
E.I. DUPONT DE NEMOURS & CO.
MERCK & COMPANY, INC.
INTERNATIONAL PAPER COMPANY
PHILIP MORRIS COS. INC. operations include the world's largest tobacco
business; it controls almost half of the US tobacco market and owns Marlboro,
one of the world's 2 most valuable brands. Philip Morris gets almost half of its
revenue (but only 1/3 of its profits) from food and beer subsidiaries that
include Kraft (the US's largest food company and marketer of such leading brands
as Jell-O, Oscar Mayer, and Post cereals) and Miller Brewing (ranked #2 among
beer makers, after Anheuser-Busch). The company also operates financial services
and real estate investment businesses.
AT&T CORP. is the US's #1 long-distance telephone carrier. Among those
services are wireless phone service (including cellular, messaging, and
air-to-ground services), Internet access (AT&T WorldNet), video entertainment,
and international telephone services. It also offers the AT&T Universal credit
card.
<PAGE>
GENERAL MOTORS CORP. (GM) is the US's largest industrial enterprise and
the #1 manufacturer of cars and trucks. In the US its Buick, Cadillac,
Chevrolet, Geo, GMC, Oldsmobile, Pontiac and Saturn brands account for about one
out of three autos on the road. GM also provides financing, makes vehicle
components, and produces automobiles for foreign manufacturers Holden, Opel,
Isuzu, and Saab. Subsidiary Hughes Electronics makes automobile subsystems and
develops telecommunications networks. About 37% of GM's car sales are generated
outside North America.
CHEVRON CORPORATION is one of the largest US-based international oil
companies. Chevron has net reserves of 4.2 billion barrels of oil. The largest
oil refiner in the US, Chevron has operations that run the gamut from
exploration to refining to distribution.
EXXON CORP. is the world's largest publicly owned integrated oil
company. Its chemical division produces aromatics, solvents, fertilizer, and
other products. It explores in more than 25 countries, including former Soviet
republics, China's Tarim Basin, Papua New Guinea, and offshore Angola and
Nigeria.
EASTMAN KODAK CO. makes cameras, copiers, film, and projectors. The
company is aggressively expanding and improving its digital imaging products and
services for consumers and professionals in the US and its film products in the
developing world, while continuing to defend its lucrative but mature US film
business.
MINNESOTA MINING & MANUFACTURING CO. (3M), the Post-it Note company, is
a diversified manufacturer with 3 main sectors: Industrial and Consumer;
Information, Imaging, and Electronics; and Life Sciences. The company actively
invests in R&D, and it encourages creativity in its technical and engineering
staff, allowing them to spend about 15% of their workday (called "bootleg time")
tinkering with new products. 3M derives 50% of its sales from overseas and
continues to expand outside the US, particularly in the Pacific Rim.
E.I. DUPONT DE NEMOURS & CO. is the #1 chemical company in the US. It
is organized into 5 business segments: chemicals, fibers, polymers, petroleum,
and diversified businesses (agriculture, electronics). It has operations in over
70 countries.
MERCK & COMPANY, INC. is a research-oriented pharmaceutical products
and services company. It develops a wide variety of products for humans,
animals, and plants. Human health products include therapeutic and preventive
agents, generally sold by prescription. Animal helath products include animal
medicines used for the control of disease in livestock, small animals, and
poultry.
INTERNATIONAL PAPER COMPANY is the world's leading producer of forest
products and a leading distributor of paper (printing and writing papers,
paperboard, linerboard, and cartons) and office supplies. The company's nonpaper
offerings include chemical (Arizona Chemical), nonwoven fabric (Varatec), oil
and gas and photographic films (Anitec, Horsell, Ilford).
<PAGE>
ILLINOIS BIG TEN
The Illinois Big Ten Trust consists of the following issues of
Securities selected based upon those factors referred to under "Objectives and
Securities Selection."
PEOPLE'S ENERGY CORPORATION
UNITRIN, INC.
NICOR, INC.
AMERITECH CORPORATION
ARTHUR J. GALLAGHER & COMPANY
WASHINGTON NATIONAL CORPORATION
HOLLINGER INTERNATIONAL, INC.
LAWTER INTERNATIONAL, INC.
AMOCO CORPORATION
GATX CORP.
PEOPLE'S ENERGY CORPORATION is a holding company for the Peoples Gas
Light and Coke Company and North Shore Gas Company. Peoples Gas, an operating
public utility, is engaged in the purchase, production, storage, distribution,
sale and transportation of natural gas to over 1 million retail customers in
Chicago. North Shore supplies natural gas to 121,000 customers in northeastern
Illinois.
UNITRIN, INC., through subsidiaries, provides life and health
insurance, property and casualty insurance and consumer finance services to
individuals, families and small businesses. Operations are conducted throughout
the midwestern and western United States.
NICOR, INC., through its principal subsidiary, Northern Illinois Gas
Company, distributes natural gas to approximately 1.7 million customers in
Illinois. The Company has also diversified into containerized shipping and
offshore marine support for the oil and gas industry as well as oil and gas
exploration and production.
AMERITECH CORPORATION provides a wide array of local phone, data and
video services in Illinois, Indiana, Michigan, Ohio and Wisconsin. The Company
creates new information, entertainment and interactive services for homes,
business and governments worldwide. Ameritech owns interests in telephone
companies in New Zealand and Hungary and in business directories in Germany and
other countries.
ARTHUR J. GALLAGHER & COMPANY, along with its subsidiaries, provides
insurance brokerage, risk management and related services to clients in the
United States and abroad. Specific insurance coverage includes all forms of
property/casualty, marine, employee benefits, pension and life insurance
products.
WASHINGTON NATIONAL CORPORATION is an insurance holding company. The
Company, through its subsidiaries, markets and underwrites life insurance and
annuities for individuals and specialty
<PAGE>
health insurance for educators. Washington's major operating companies are
Washington National Insurance Company (Illinois) and United Presidential Life
Insurance Company (Indiana).
HOLLINGER INTERNATIONAL, INC. is the subsidiary of Hollinger, Inc. The
Company is a publisher of daily and related publications such as the "Chicago
Sun Times," "The Daily Telegraph" and "The Sydney Morning Herald".
LAWTER INTERNATIONAL, INC. manufactures specialty chemicals. The
company makes printing ink vehicles, slip additives, synthetic resins,
hydrocarbons, fluorescent pigments and coatings, and thermographic compounds.
Lawter International sells its products to companies that make printing ink,
display advertising, plastics, rubber compounds, paints, coatings, and toys for
use in greeting cards, specialty printing, business cards, stationery, and
bottles.
AMOCO CORPORATION is the US's 4th largest oil company and one of the
world's largest producers of crude oil and natural gas. With 9,600 retail
outlets, it is the top gasoline seller in its 32-state marketing area. The
company is the largest producer of natural gas in North America.
GATX CORP. is involved in various aspects of the transportation
industry. The railcar leasing and management segment leases a fleet of nearly
60,000 hopper cars, plastic-pellet cars, specialized freight cars, and tank cars
to over 700 customers, including major chemical, oil, food, and agricultural
companies.
MINNESOTA BIG TEN
The Minnesota Big Ten Trust consists of the following issues of
Securities selected based upon those factors referred to under "Objectives and
Securities Selection."
DELUXE CORPORATION
JOSTENS, INC.
GENERAL MILLS, INC.
INTERNATIONAL MULTIFOODS CORPORATION
SUPERVALU, INC.
ST. PAUL COMPANIES, INC.
MINNESOTA MINING & MANUFACTURING CO.
ARCTIC CAT INC.
POLARIS INDUSTRIES, INC.
U S BANCORP.
DELUXE CORPORATION prints a variety of checks, bank and business
related forms, provides electronic funds transfer services and sells greeting
cards and stationery. The Company's operations also include new account
verification services, computer and business forms, office products and direct
consumer product marketing. Nelco, Inc., a subsidiary, is a tax form and
electronic tax filing service provider.
JOSTENS, INC. designs, manufactures and sells products created to
promote and recognize achievement. The Company is a leading producer of class
rings, yearbooks, graduation announcements and diplomas. Jostens, Inc. is also
in the school photography business.
<PAGE>
GENERAL MILLS, INC. manufactures and markets consumer food products.
Major United States businesses include: "Big G" cereals; "Betty Crocker"
dessert, side dish and dinner mixes; snack products; "Gold Medal" flour; and
"Yoplait" and "Columbo" yogurts. General Mills sells its products in the United
States, Canada, Europe, Japan and Latin America.
INTERNATIONAL MULTIFOODS CORPORATION processes and distributes
specialty foods. The Company produces appetizers, ethnic foods, specialty meats
and bakery products to commercial customers, convenience stores, warehouse
clubs, vending operators and pizza, Mexican and Italian restaurants in the
United States. The company produces flour and pickles in Canada and spices in
Venezuela.
SUPERVALU, INC. is a food wholesaler and retailer in the United States.
The Company sells food and non-food products at wholesale and operates a variety
of store formats at retail. Supervalu supplies stores in 48 states and operates
retail stores primarily under the names of "Cub Foods," "Shop 'n Save,"
"Save-A-Lot," "Big's," "Scott's Foods," "Laneco" and "Hornbachers."
ST. PAUL COMPANIES, INC., through its subsidiaries, provides
property-liability insurance underwriting, reinsurance underwriting and selling
insurance brokerage products and services, and sponsors, markets and manages
tax-free investments for individual investors. The Company has operations
worldwide.
MINNESOTA MINING & MANUFACTURING CO. (3M), the Post-it Note company, is
a diversified manufacturer with 3 main sectors: Industrial and Consumer;
Information, Imaging, and Electronics; and Life Sciences. The company actively
invests in R&D, and it encourages creativity in its technical and engineering
staff, allowing them to spend about 15% of their workday (called "bootleg time")
tinkering with new products. 3M derives 50% of its sales from overseas and
continues to expand outside the US, particularly in the Pacific Rim.
ARCTIC CAT INC., (formerly Arctco) makes Arctic Cat snowmobiles (Arctic
Cat performance, Bearcat utility, Cougar touring, Kitty Cat children, and Puma
economy models), Tigershark personal watercraft, and a line of all-terrain
vehicles (ATVs). The company also markets related parts, garments (wet suits,
jackets), and accessories (gloves, helmets).
POLARIS INDUSTRIES, INC. is the world's #1 maker of snowmobiles, with
38% of the market. It's also a leading maker of personal watercraft and 4- and
6-wheel all-terrain recreational and utility vehicles, and the company plans to
make cruiser-style motorcycles.
U S BANCORP., is a regional bank holding company serving 11 midwestern
and Rocky Mountain states through more than 300 locations. It provides
commercial and retail banking, asset management, correspondent banking, leasing,
insurance, mortgage banking, and investment services to individual and
commercial customers.
<PAGE>
MISSOURI BIG TEN
The Missouri Big Ten Trust consists of the following issues of
Securities selected based upon those factors referred to under "Objectives and
Securities Selection."
BROWN GROUP, INC.
LACLEDE GAS COMPANY
MAGNA GROUP, INC.
MERCANTILE BANCORPORATION
ANHEUSER-BUSCH COMPANIES, INC.
CPI CORP.
MAY DEPARTMENT STORES COMPANY
KANSAS CITY LIFE INSURANCE COMPANY
H&R BLOCK, INC.
EMERSON ELECTRIC COMPANY
BROWN GROUP, INC. is a footwear company with worldwide operations. The
Company focuses on the operation of retail shoe stores and the importing,
international sourcing and wholesaling of branded footwear for women, men and
children.
LACLEDE GAS COMPANY is a retail distributor of natural gas in St.
Louis, Missouri and eight other counties in Eastern Missouri. The Company also
operates underground natural gas storage fields, explores for natural gas,
transports and stores liquid propane and has investments in non-utility
businesses.
MAGNA GROUP, INC. is a bank holding company. The Company's subsidiary
banks focus on retail and community banking, targeting consumers and small to
mid-sized businesses within its market areas. Magna delivers services to
customers through a network of 107 banking centers in the St. Louis metropolitan
area.
MERCANTILE BANCORPORATION is a bank holding company with banks
throughout Missouri, Kansas, Illinois, Iowa and Arkansas. The Company owns
thirty-nine banks, including Mercantile Bank, N.A. Subsidiaries include an
investment advisory services company, a brokerage services company, a credit
life insurer and credit card services. The Company operates 444 banking offices.
ANHEUSER-BUSCH COMPANIES, INC., the largest beer maker in the US with
almost half the market share, is also the world's largest brewer. The company
makes leading brands Budweiser (over 50% of sales), Michelob, and Busch, as well
as specialty beers including Elk Mountain, Red Wolf and O'Doul's. The company
has joint ventures in Japan, Italy, Mexico, China and several Central American
countries.
CPI CORP., is the largest producer of portraits of children under 6
years old. The company operates professional portrait studios, photographic
finishing labs, electronic publishing stores, and wall decor locations. It has
an exclusive licensing agreement to operate Sears Portrait Studios in the US. In
addition, the company operates one-hour photofinishing locations under the names
CPI Photo Finish and Proex.
<PAGE>
MAY DEPARTMENT STORES COMPANY, through its various chains of department
stores, retails a variety of goods throughout the United States. The Company
operates approximately 347 department stores in 30 states and the District of
Columbia.
KANSAS CITY LIFE INSURANCE COMPANY offers a variety of individual life
insurance and annuity policies as well as group life insurance. The Company is
licensed and operated in 48 states and Washington, DC.
H&R BLOCK, INC. operates and franchises a chain of more than 9,511 tax
preparation offices throughout the United States, Canada, Europe and Australia.
The Company offers tax preparation courses, electronic mail, database access,
software and point-of-sale credit card authorization services. H&R Block also
provides temporary personnel services and operates an Internet service provider.
EMERSON ELECTRIC COMPANY is the world's largest producer of electric
motors. The Company also makes a wide variety of other equipment ranging from
compressors and diesel generators to hand tools and welding equipment. Emerson's
commercial and industrial control segment makes process control systems,
industrial motors and machinery, and other electronic products. The company's
brand names include Fisher Controls, Rosemount, Wiegand, and Western Forge.
Almost 90% of Emerson's electrical products are #1 or #2 in their markets.
PACIFIC TEN
The Pacific Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
MICROSOFT CORPORATION
INTEL CORPORATION
HEWLETT-PACKARD COMPANY
BOEING COMPANY
DISNEY (WALT) COMPANY
CHEVRON CORPORATION
BANKAMERICA CORPORATION
ORACLE CORPORATION
WELLS FARGO & COMPANY
ATLANTIC RICHFIELD COMPANY
MICROSOFT CORPORATION is the world's #1 software company. Its software
products include operating system Windows 95, networking systems (Windows NT),
database products (Access), spreadsheets (Excel), word processing (Word), and
personal finance (Money), as well as games and reference products.
INTEL CORPORATION is the world's #1 maker of microprocessors. Its x86,
Pentium, and Pentium Pro microprocessors have provided the brains for personal
computers since 1981.
HEWLETT-PACKARD COMPANY is one of the world's most innovative and
consistently successful high-tech companies. Hewlett-Packard products include
servers, computers and workstations for
<PAGE>
home and business, networking software and equipment, storage devices, printers,
and measurement and testing equipment. Its products and services are used in
industry, business, engineering, science, medicine and education.
BOEING COMPANY makes the Boeing 737, 747, 757, 767, and 777 jets, which
represent a variety of passenger and cargo configurations and range
capabilities. After completion of its purchase of McDonnell Douglas, the world's
#1 military aircraft maker, Boeing will be the #1 aerospace company in the
world. Boeing will also be the only maker of commercial jets in the US and the
country's largest exporter.
DISNEY (WALT) COMPANY, the world's second largest media conglomerate
(after Time Warner), has interests in movie production (including Buena Vista
Television, The Disney Channel, Miramax Film Corp. and Touchstone Pictures),
theme parks (including Disneyland, Disneyworld, Disneyland Paris and Epcot),
publication companies (Disney Hachette Presse, Disney Press, Hyperion Press and
Mouse Works) and professional sports franchises (the Mighty Ducks of Anaheim
hockey team and California Angels baseball team). Disney's ABC, Inc., division
includes the ABC TV network, several TV stations, and shares in three cable
channels, including ESPN.
CHEVRON CORPORATION is one of the largest US-based international oil
companies. Chevron has net reserves of 4.2 billion barrels of oil. The largest
oil refiner in the US, Chevron has operations that run the gamut from
exploration to refining to distribution.
BANKAMERICA CORPORATION, the nation's #3 bank (after Citicorp and Chase
Manhattan), provides business, retail, trust/asset management, correspondent,
leasing, insurance, mortgage banking, real estate and investment services to
individual and commercial customers.
ORACLE CORPORATION is the leading developer of database management
systems (DBMS) software, which allows multiple users and applications to use the
same data at the same time.
WELLS FARGO & COMPANY is the #2 bank in California (after BankAmerica),
with combined assets of more than $116 billion. The company's core business is
consumer retail banking, including checking and savings accounts and consumer
loans. It also offers retail and business banking, investment services, real
estate lending, international banking and mortgage banking.
ATLANTIC RICHFIELD COMPANY, is an integrated oil company engaged in the
exploration, production and marketing of crude oil, natural gas and natural gas
liquids, as well as the refining, marketing and transportation of petroleum
products. The company has exploration and production operations worldwide,
including facilities in China, Dubai, Indonesia, the UK and the US.
GENERAL. Investors should note that the previous criteria were applied
to the Securities selected for inclusion in each Trust portfolio as of the Stock
Selection Date. Since the Sponsor may deposit additional Securities which were
originally selected through this process, the Sponsor may continue to sell Units
of the Trusts even though the Securities would no longer be chosen for deposit
into a Trust if the selection process were to be made again at a later time.
<PAGE>
Each Trust consists of those Securities listed under "Schedule of
Investments" as may continue to be held from time to time in that Trust and any
additional Securities acquired and held by that Trust pursuant to the provisions
of the Trust Agreement together with cash held in the Income and Capital
Accounts. Neither the Sponsor nor the Trustee shall be liable in any way for any
failure in any of the Securities. However, should any contract for the purchase
of any of the Securities initially deposited hereunder fail, the Sponsor will,
unless substantially all of the moneys held in that Trust to cover such purchase
are reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
Because certain of the Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that a Trust will retain for any length of time its
present size and composition. Although the portfolios are not managed, the
Sponsor may instruct the Trustee to sell Securities from a Trust under certain
limited circumstances. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other property acquired in
exchange for Securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for deposit
in that Trust and either sold by the Trustee or held in that Trust pursuant to
the direction of the Sponsor (who may rely on the advice of the Supervisor). See
"Trust Administration -- Portfolio Administration."
Unitholders will be unable to dispose of any of the Securities as such
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust and
will vote such stocks in accordance with the instructions of the Sponsor.
RISK FACTORS
GENERAL. An investment in Units of the Trusts 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 common stock market may worsen, and the value of
the Securities and therefore the value of the Units may decline. Common stocks
are especially susceptible to general stock market movements and to volatile
increases and decreases of value, as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of the
entity, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Shareholders of common stocks of the
type
<PAGE>
held by the Trusts have a right to receive dividends only when, and if, and in
the amounts, declared by each issuer's board of directors, and those
shareholders have a right to participate in amounts available for distribution
by such issuer only after all other claims on such issuer have been paid or
provided for. Cumulative preferred stock dividends must be paid before common
stock dividends and any cumulative preferred stock dividend omitted is added to
future dividends payable to the holders of cumulative preferred stock. Preferred
stockholders are also generally entitled to rights on liquidation which are
senior to those of common stockholders. Common stocks do not represent an
obligation of the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities. The
issuance of additional debt securities or preferred stock will create prior
claims for payment of principal, interest and dividends, which could adversely
affect the ability and inclination of the issuer to declare or pay dividends on
its common stock or the rights of holders of common stock with respect to assets
of the issuer upon liquidation or bankruptcy. The value of common stocks is
subject to market fluctuations for as long as the common stocks remain
outstanding, and thus the value of the Securities in a portfolio may be expected
to fluctuate over the life of the Trusts to values higher or lower than those
prevailing on the Initial Date of Deposit.
Certain of the Trusts may be concentrated in common stocks of banks,
thrifts or their holding companies. An investment in such a Trust should be made
with an understanding of the risks inherent in the financial institutions
industry in general. Banks, thrifts and their holding companies are especially
subject to the adverse effects of economic recession, volatile interest rates,
portfolio concentrations in geographic markets and in commercial and residential
real estate loans, competition from new entrants in their fields of business and
state and federal regulations. Banks and thrifts are highly dependent on net
interest income. Recent profits have benefited from the relatively high yield on
earning assets and relatively low cost of funds. There is no certainty that such
conditions will continue, especially in a rising interest rate environment.
Banks, thrifts and their holding companies are subject to extensive federal
regulation and, when such institutions are state-chartered, to state regulation
as well. Such regulations impose strict capital requirements and limitations on
the nature and extent of business activities that banks and thrifts may pursue.
Regulatory actions, such as increases in the minimum capital requirements
applicable to banks and thrifts and increases in deposit insurance premiums
required to be paid by banks and thrifts to the Federal Deposit Insurance
Corporation ("FDIC"), can negatively impact earnings and the ability of a
company to pay dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks, thrifts or
their holding companies, or insures against any risk of investment in the
securities issued by such institutions.
Certain of the Trusts may be concentrated in common stocks of
technology companies. Technology companies generally include companies involved
in the development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products and services, especially those specifically
related to the Internet, is characterized by rapidly changing technology, rapid
product
<PAGE>
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. The success of such companies depends in substantial
part on the timely and successful introduction of new products or services. An
unexpected change in one or more of the technologies affecting an issuer's
products or services or in the market for products or services based on a
particular technology could have a material adverse affect on an issuer's
operating results. Furthermore, there can be no assurance that such issuers will
be able to respond timely to compete in the rapidly developing marketplace.
Based on the trading history of technology companies' 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 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. In addition, 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 such 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 issuer's technology.
Whether or not the Securities are listed on a national securities
exchange, the principal trading market for the Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for the Securities may depend on whether dealers will make a market in the
Securities. There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trusts may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemption,
and the value of a Trust, will be adversely affected if trading markets for the
Securities are limited or absent.
The Power Five Trust may be subject to additional risks due to the
relative lack of diversification of its portfolio, which only contains
securities of five issuers. A non-diversified portfolio is believed to be
subject to greater risks because adverse effects on the Trust's security
holdings may affect a larger portion of its overall assets.
TAXATION
GENERAL. The following is a general discussion of certain of the
federal income tax consequences of the purchase, ownership and disposition of
the Units. The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986 (the "CODE"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust. For purposes of the following discussion and opinion, it is assumed
that each Security is equity for federal income tax purposes.
<PAGE>
In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each Trust is not an association taxable as a corporation for
federal income tax purposes; each Unitholder will be treated as the owner of a
pro rata portion of each of the assets of a Trust under the Code; and the income
of such Trust will be treated as income of the Unitholders thereof under the
Code. Each Unitholder will be considered to have received his pro rata share of
income derived from the Trust assets when such income is considered to be
received by a Trust.
2. Each Unitholder will be considered to have received all of the
dividends paid on his pro rata portion of each Security when such dividends are
received by a Trust regardless of whether such dividends are used to pay a
portion of the deferred sales charge. Unitholders will be taxed in this manner
regardless of whether distributions from a Trust are actually received by the
Unitholder or are reinvested.
3. Each Unitholder will have a taxable event when their respective
Trust disposes of a Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by such
Unitholder (except to the extent an In-Kind Distribution of stocks is received
by such Unitholder as described below). The price a Unitholder pays for his
Units, generally including sales charges, is allocated among his pro rata
portion of each Security held by a Trust (in proportion to the fair market
values thereof on the valuation date closest to the date the Unitholder
purchases his Units) in order to determine his tax basis for his pro rata
portion of each Security held by a Trust. It should be noted that certain
legislative proposals have been made which could affect the calculation of basis
for Unitholders holding securities that are substantially identical to the
Securities. Unitholders should consult their own tax advisers with regard to
calculation of basis. For federal income tax purposes, a Unitholder's pro rata
portion of dividends as defined by Section 316 of the Code paid by a corporation
with respect to a Security held by a Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits." A
Unitholder's pro rata portion of dividends paid on such Security which exceed
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.
4. A Unitholder's portion of gain, if any, upon the sale or redemption
of Units or the disposition of Securities held by a Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers regarding
the recognition of gains and losses for federal income tax purposes. In
particular, a Rollover Unitholder should be aware that a Rollover Unitholder's
loss, if any, incurred in connection with the exchange of Units for units in the
New Trusts will generally be disallowed with respect to the disposition of any
Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
<PAGE>
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in the New Trusts in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition. However, any
gains incurred in connection with such an exchange by a Rollover Unitholder
would be recognized.
5. Generally, the tax basis of a Unitholder includes sales charges, and
such charges are not deductible. A portion of the sales charge for a Trust is
deferred. It is possible that for federal income tax purposes, a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge should be added
to the Unitholder's tax basis in his or her Units. The deferred sales charge
could cause the Unitholder's Units to be considered to be debt-financed under
Section 264A of the Code which would result in a small reduction of the
dividends-received deduction. In any case, the income (or proceeds from
redemption) a Unitholder must take into account for federal income tax purposes
is not reduced by amounts deducted to pay the deferred sales charge. Unitholders
should consult their own tax advisers as to the income tax consequences of the
deferred sales charge.
DIVIDENDS RECEIVED DEDUCTION. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by a Trust (to the extent
such dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such corporation
directly owned the Securities paying such dividends (other than corporate
shareholders, such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax). However, a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility of dividends
for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under, and during the period specified in, Section 246(c) of
the Code). Final regulations have been issued which address special rules that
must be considered in determining whether the 46 day holding period requirement
is met. Moreover, the allowable percentage of the deduction will be reduced from
70% if a corporate Unitholder owns certain stock (or Units) the financing of
which is directly attributable to indebtedness incurred by such corporation. It
should be noted that various legislative proposals that would affect the
dividends received deduction have been introduced. Unitholders should consult
with their tax advisers with respect to the limitations on and possible
modifications to the dividends received deduction.
LIMITATIONS ON DEDUCTIBILITY OF TRUST EXPENSES BY UNITHOLDERS. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by the
Unitholder to the same extent as though the expense had been paid directly by
him. It should be noted that as a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be deductible by an
individual only to the
<PAGE>
extent they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of a Trust as miscellaneous
itemized deductions subject to this limitation.
RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY A
TRUST OR DISPOSITION OF UNITS. AS discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by a Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover Unitholders
may be subject to disallowance, as discussed above).
For taxpayers other than corporations, net capital gains (which is
defined as net long-term capital gain over net short-term capital loss for the
taxable year) are subject to a maximum marginal stated tax rate of either 28% or
20%, depending upon the holding period of the capital assets. In particular, net
capital gain, excluding net gain from property held more than one year but not
more than 18 months and gain on certain other assets, is subject to a maximum
marginal stated tax rate of 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Net capital gain that is not taxed at the maximum marginal
stated tax rate of 20% (or 10%) as described in the preceding sentence, is
generally subject to a maximum marginal stated tax rate of 28%. The date on
which a Unit is acquired (i.e., the "trade date") is excluded for purposes of
determining the holding period of the Unit. It should be noted that legislative
proposals are introduced from time to time that affect tax rates and could
affect relative differences at which ordinary income and capital gains are
taxed.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unit holders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
If a Unitholder disposes of a Unit, he or she is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of the Trust
involved including his or her pro rata portion of all the Securities represented
by the Unit. The 1997 Tax Act includes provisions that would treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g., short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period. Unitholders should consult their own tax advisors with regard to any
such constructive sales rules.
SPECIAL TAX CONSEQUENCES OF IN-KIND DISTRIBUTIONS UPON REDEMPTION OF
UNITS, TERMINATION OF A TRUST AND INVESTMENT IN A NEW TRUST. As discussed in
"Rights of Unitholders -- Redemption of Units" and "Trust Administration --
Amendment or Termination," under certain circumstances a Unitholder who owns
Units worth at least $100,000 of a Trust may request an In-Kind Distribution
upon the redemption of Units or the termination of such Trust. The Unitholder
requesting an In-Kind Distribution will be liable for expenses related thereto
(the "Distribution Expenses") and the amount of such In-Kind Distribution will
be reduced by the amount of the Distribution Expenses. See "Rights of
Unitholders -- Distributions of Income and Capital." As
<PAGE>
previously discussed, prior to the redemption of Units or the termination of a
Trust, a Unitholder is considered as owning a pro rata portion of each of the
Trust's assets for Federal income tax purposes. The receipt of an In-Kind
Distribution upon the redemption of Units or the termination of a Trust will
result in a Unitholder receiving an undivided interest in whole shares of stock
plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unitholder receives cash in
addition to Securities. A "Security" for this purpose is a particular class of
stock issued by a particular corporation. A Unitholder will not recognize gain
or loss if a Unitholder only receives Securities in exchange for his or her pro
rata portion in the Securities held by a Trust. However, if a Unitholder also
receives cash in exchange for a fractional share of a Security held by a Trust,
such Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his or her tax basis
in such fractional share of a Security held by such Trust.
Because the Trusts will own many Securities, a Unitholder who requests
an In-Kind Distribution will have to analyze the tax consequences with respect
to each Security owned by a Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unitholder with respect to
each Security owned by a Trust. Unitholders who request an In-Kind Distribution
are advised to consult their tax advisers in this regard.
As discussed in "Special Redemption and Rollover in a New Fund," a
Unitholder may elect to become a Rollover Unitholder. To the extent a Rollover
Unitholder exchanges his or her Units for Units of a New Trust in a taxable
transaction, such Unitholder will recognize gains, if any, but generally will
not be entitled to a deduction for any losses recognized upon the disposition of
any Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in a New Trust in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition under the
wash sale provisions contained in Section 1091 of the Code. In the event a loss
is disallowed under the wash sale provisions, special rules contained in Section
1091(d) of the Code apply to determine the Unitholder's tax basis in the
securities acquired. Rollover Unitholders are advised to consult their tax
advisers.
COMPUTATION OF UNITHOLDER'S TAX BASIS. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder for
his Units. The cost of the Units is allocated among the Securities held in a
Trust in accordance with the proportion of the fair market values of such
Securities as of the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of each
Security.
<PAGE>
A Unitholder's tax basis in his Units and his pro rata portion of a
Security held by a Trust will be reduced to the extent dividends paid with
respect to such Security are received by such Trust which are not taxable as
ordinary income as described above.
OTHER MATTERS. Each Unitholder will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trusts
(other than those that are not treated as United States source income, if any)
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons. Such persons should consult their tax
advisers.
Unitholders will be notified annually of the amount of dividends
includible in the Unitholder's gross income and amounts of Trust expenses which
may be claimed as itemized deductions.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of the State
of New York, each Trust is not an association taxable as a corporation and the
income of each Trust will be treated as the income of the Unitholders thereof.
The foregoing discussion relates only to United States Unitholders with
regard to United States federal income taxes; Unitholders may be subject to
foreign, state or local taxation in other jurisdictions. The term U.S.
Unitholder means an owner of a Unit of the Trust that (a) is (i) for United
States federal income tax purposes a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or under
the laws of the United States or of any political subdivision thereof, or (iii)
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source or (b) does not qualify as a U.S.
Unitholder in paragraph (a) but whose income from a Unit is effectively
connected with such Unitholder's conduct of a United States trade or business.
The term also includes certain former citizens of the United States whose income
and gain on the Units will be taxable. Unitholders should consult their tax
advisers regarding potential state or local taxation with respect to the Units.
TRUST OPERATING EXPENSES
COMPENSATION OF SPONSOR. With the exception of brokerage fees discussed
under "The Trust," the Sponsor will not receive any fees in connection with its
activities relating to the Trusts. The Distributor, an affiliate of the Sponsor,
will receive sales commissions and may realize other
<PAGE>
profits (or losses) in connection with the sale of Units and the deposit of the
Securities as described under "Public Offering--Sponsor, Distributor and Dealer
Compensation".
TRUSTEE'S FEE. For its services the Trustee will receive the annual fee
set forth under "Summary of Essential Financial Information." The Trustee's fees
are payable in monthly installments on or before the fifteenth day of each month
from the Income Account to the extent funds are available and then from the
Capital Account. The Trustee benefits to the extent there are funds for future
distributions, payment of expenses and redemptions in the Capital and Income
Accounts since these Accounts are non-interest bearing and the amounts earned by
the Trustee are retained by the Trustee. Part of the Trustee's compensation for
its services to the Trusts is expected to result from the use of these funds.
Such fees may be increased without approval of the Unitholders by amounts not
exceeding proportionate increases under the category "All Services Less Rent of
Shelter" in the Consumer Price Index published by the United States Department
of Labor or, if such category is no longer published, in a comparable category.
For a discussion of the services rendered by the Trustee pursuant to its
obligations under the Trust Agreement, see "Rights of Unitholders-- Reports
Provided" and "Trust Administration."
MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trusts,
including the cost of the initial preparation of documents relating to each
Trust (including the Prospectus, Trust Agreement and certificates), federal and
state registration fees, the initial fees and expenses of the Trustee, legal and
accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trusts and charged off at the end of the initial
offering period which is currently expected to be approximately two months from
the Initial Date of Deposit. The following additional charges are or may be
incurred by a Trust: (a) normal expenses (including the cost of mailing reports
to Unitholders) incurred in connection with the operation of such Trust, (b)
fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect that Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trust without gross negligence,
bad faith, reckless disregard of its duty or wilful misconduct on its part and
(g) expenditures incurred in contacting Unitholders upon termination of the
Trust. The fees and expenses set forth herein are payable out of that Trust.
When such fees and expenses are paid by or owing to the Trustee, they are
secured by a lien on that Trust's portfolio. Since the Securities are all common
stocks, and the income stream produced by dividend payments is unpredictable,
the Sponsor cannot provide any assurance that dividends will be sufficient to
meet any or all expenses of a Trust. If the balances in the Income and Capital
Accounts are insufficient to provide for amounts payable by a Trust, the Trustee
has the power to sell Securities to pay such amounts. These sales may result in
capital gains or losses to Unitholders. See "Taxation."
<PAGE>
PUBLIC OFFERING
GENERAL. Units are offered at the Public Offering Price (which is based
on the aggregate underlying value of the Securities in a Trust plus or minus
cash, if any, in the Capital and Income Accounts of such Trust, and includes an
initial sales charge equal to the difference between the maximum total sales
charge for a Trust (4.50% of the Public Offering Price) and the maximum deferred
sales charge for each Trust ($0.350 per Unit). Unitholders will also be assessed
a deferred sales charge of $0.0175 per Unit, payable on the first day of each
month, over the period commencing November, 1997, through September, 1998 (the
"First Year Deferred Period") and again over the period commencing November,
1998, through September, 1999 (the "Second Year Deferred Period"). Unitholders
who elect to roll their Units into a new Series of the Trusts during the Interim
Special Redemption Period (as described under "Special Redemption and Rollover
in a New Fund") or Unitholders who sell or redeem their Units at or before the
end of the Interim Special Redemption Period will not be assessed a deferred
sales charge for the Second Year Deferred Period. The monthly amount of the
deferred sales charge will accrue on a daily basis from the 1st day of the month
preceding a deferred sales charge payment date. For example, Unitholders of
record on the Initial Date of Deposit will pay an initial sales charge of 1.0%
of the Public Offering Price and will be subject to a deferred sales charge of
3.50% of the Public Offering Price (payable in monthly installments of $0.0175
per Unit on the dates set forth above). The deferred sales charge as a
percentage of the Public Offering Price of the Units will fluctuate with changes
in the Public Offering Price per Unit. Unitholders will be assessed that portion
of the deferred sales charge accrued from the time they became Unitholders of
record. Units purchased subsequent to the initial deferred sales charge accrual
will be subject to the initial sales charge and that portion of the deferred
sales charge payments not yet collected or accrued. This deferred sales charge
will be paid from funds in the Capital Account, if sufficient, or from the
periodic sale of Securities. The total maximum sales charge for each Trust
assessed to Unitholders on a per Unit basis will be 4.5% of the Public Offering
Price (4.545% of the aggregate value of the Securities). Such underlying value
shall include the proportionate share of any undistributed cash held in the
Capital and Income Accounts of each Trust. The initial sales charge for each
Trust applicable to quantity purchases is reduced on a graduated basis to any
person acquiring $100,000 worth of Units as follows (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth below):
Aggregate Dollar Value Dollar Amount of Sales Charge
of Units Purchased Reduction Per Dollar Invested*
------------------ ------------------------------
$100,000 - $249,999 ........................ $.0050
$250,000 or More............................ $.0100
* The reduction will be the lesser of the amount shown or the initial
sales charge.
The sales charge reduction will primarily be the responsibility of the
selling broker, dealer or agent. Registered representatives of selling brokers,
dealers, or agents may purchase Units of a Trust without an initial sales charge
in the initial offering period. In addition, investors may invest termination
proceeds of unit investment trusts with similar strategies into a Trust subject
only to the deferred sales charges. Employees, officers and directors (including
their immediate family
<PAGE>
members, defined as spouses, children, grandchildren, parents, grandparents,
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
its subsidiaries, related companies to the Sponsor, and a registered
representative purchasing for such representative's personal account may
purchase Units of the Trusts without an initial sales charge in the initial
offering period.
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 in the initial offering period at the
Public Offering Price less the concession the Sponsor typically would allow such
broker/dealer. See "Public Offering--Unit Distribution."
OFFERING PRICE. The Public Offering Price of the Units will vary from
the amounts stated under "Summary of Essential Financial Information" in
accordance with fluctuations in the prices of the underlying Securities in each
Trust.
As indicated above, the price of the Units was established by adding to
the determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge for each Trust
(4.50% of the Public Offering Price) and the maximum deferred sales charge for
each Trust ($0.350 per Unit) and dividing the sum so obtained by the number of
Units outstanding. Such underlying value shall include the proportionate share
of any cash held in the Income and Capital Accounts. Such price determination as
of the close of business on the day before the Initial Date of Deposit was made
on the basis of an evaluation of the Securities prepared by the Evaluator.
Thereafter, the Evaluator on each business day will appraise or cause to be
appraised the value of the underlying Securities as of the Evaluation Time on
days the New York Stock Exchange is open and will adjust the Public Offering
Price of the Units commensurate with such valuation. Such Public Offering Price
will be effective for all orders received prior to the Evaluation Time on each
such day. Orders received by the Trustee or Sponsor for purchases, sales or
redemptions after that time, or on a day which is not a business day for the
Trusts, will be held until the next determination of price. Unitholders will
also be assessed a deferred sales charge of $0.0175 per Unit on each of the
remaining deferred sales charge payment dates as set forth in "Public
Offering-General."
The value of the Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if the
Securities are listed on a national securities exchange or The Nasdaq Stock
Market, this evaluation is generally based on the closing sale prices on that
exchange or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange or system, at the closing ask prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current ask price on
the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are unavailable,
the evaluation is generally determined (a) on the
<PAGE>
basis of current ask prices for comparable securities, (b) by appraising the
value of the Securities on the ask side of the market or (c) by any combination
of the above.
In offering the Units to the public, neither the Sponsor, nor any
broker-dealers are recommending any of the individual Securities in the Trusts
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by an affiliate of the Sponsor, Delaware Distributors,
L.P. (the "Distributor"), broker-dealers and others at the Public Offering
Price. Upon the completion of the initial offering period (which is expected to
be approximately 2 months from the Initial Date of Deposit), Units repurchased
in the secondary market, if any, may be offered by this Prospectus at the
secondary market Public Offering Price in the manner described above.
The Sponsor intends to qualify the Units of the Trusts for sale in a
number of states. Certain commercial banks are making Units of each Trust
available to their customers on an agency basis. A portion of the sales charge
(equal to the agency commission referred to above) is retained by or remitted to
the banks. Under the Glass-Steagall Act, banks are prohibited from underwriting
Trust Units; however, the Glass-Steagall Act does permit certain agency
transactions and the banking regulators have not indicated that these particular
agency transactions are not permitted under such Act. In addition, state
securities laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
SPONSOR, DISTRIBUTOR AND DEALER COMPENSATION. The Distributor will
receive the gross sales commission equal to 4.50% of the Public Offering Price
of the Units, less any reduced sales charge for quantity purchases as described
under "General" above. Any such quantity discount provided to investors will be
borne, in part, by the selling dealer or agent. Sales will be made to brokers,
dealers and agents which represent a concession or agency commission of $.21 per
Unit for primary sales. Brokers, dealers and agents will receive a concession or
agency commission of $.11 per Unit on purchases by Rollover Unitholders or when
Units remain in the Trust subsequent to the Interim Special Redemption Period.
However, resales of Units by such broker-dealers and others to the public will
be made at the Public Offering Price described in the Prospectus. The
Distributor reserves the right to reject, in whole or in part, any order for the
purchase of Units and the right to change the amount of the concession or agency
commission from time to time.
At various times the Distributor may implement programs under which the
sales forces of brokers, dealers, banks and/or others may be eligible to win
nominal awards for certain sales efforts, or under which the Distributor will
re-allow to any such brokers, dealers, banks and/or others that sponsor sales
contests or recognition programs conforming to criteria established by the
Distributor, or participate in sales programs sponsored by the Distributor, an
amount not exceeding the total applicable sales charges on the sales generated
by such person at the public offering price during such programs. Also, the
Distributor in its discretion may from time to time pursuant to objective
criteria established by the Distributor pay fees to qualifying brokers, dealers,
banks or others for
<PAGE>
certain services or activities which are primarily intended to result in sales
of Units of the Trusts. Such payments are made by the Distributor out of its own
assets, and not out of the assets of the Trusts. These programs will not change
the price Unitholders pay for their Units or the amount that the Trusts will
receive from the Units sold.
In addition, the Sponsor will realize a profit or will sustain a loss,
as the case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to each Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Schedule of
Investments." The Sponsor and the Distributor have not participated as sole
underwriter or as manager or as a member of the underwriting syndicates or as an
agent in a private placement for any of the Securities in the Trusts. The
Sponsor may further realize additional profit or loss during the initial
offering period as a result of the possible fluctuations in the market value of
the Securities in each Trust after a date of deposit, since all proceeds
received from purchasers of Units (excluding dealer concessions and agency
commissions allowed, if any) will be retained by the Sponsor. Certain
broker-dealers acquired or will acquire the securities for the Sponsor and
thereby benefit from transaction fees. Such broker dealers in their general
securities business act as agent or principal in connection with the purchase
and sale of equity securities, including the Securities in the Trusts, and may
act as a market maker in certain of the securities. Such broker dealers also
from time to time may issue reports on and make recommendations relating to
equity securities, which may include the Securities of the Trusts.
A person will become the owner of the Units on the date of settlement
provided payment has been received. Cash, if any, made available to the
Distributor prior to the date of settlement for the purchase of Units may be
used in the Distributor's business and may be deemed to be a benefit to the
Distributor, subject to the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Distributor currently
intends to maintain a secondary market for Units of each Trust. In so
maintaining a market, the Distributor will also realize profits or sustain
losses in the amount of any difference between the price at which Units are
purchased and the price at which Units are resold (which price includes the
applicable sales charge). In addition, the Distributor will also realize profits
or sustain losses resulting from a redemption of such repurchased Units at a
price above or below the purchase price for such Units, respectively.
PUBLIC MARKET. Although it is not obligated to do so, the Distributor
currently intends to maintain a market for the Units offered hereby and offer
continuously to purchase Units at prices, subject to change at any time, based
upon the aggregate underlying value of the Securities in the Trusts (computed as
indicated under "Offering Price" above and "Rights of Unitholders-- Redemption
of Units"). If the supply of Units exceeds demand or if some other business
reason warrants it, the Distributor may either discontinue all purchases of
Units or discontinue purchases of Units at such prices. In the event that a
market is not maintained for the Units and the Unitholder cannot find another
purchaser, a Unitholder desiring to dispose of his Units will be able to dispose
of such Units by tendering them to the Trustee for redemption at the Redemption
Price. See "Rights of Unitholders--Redemption of Units." A Unitholder who wishes
to dispose of his Units should
<PAGE>
inquire of his broker as to current market prices in order to determine whether
there is in existence any price in excess of the Redemption Price and, if so,
the amount thereof. Units sold or tendered for redemption prior to such time as
the entire deferred sales charge assessed during the First Year Deferred Period
on such Units has been collected will be assessed the amount of such remaining
deferred sales charge at the time of sale or redemption. Units held in the
Trusts subsequent to the Interim Redemption Period which are sold or tendered
for redemption prior to such time as the entire deferred sales charge assessed
during the Second Year Deferred Period on such Units has been collected will be
assessed the amount of such remaining deferred sales charge at the time of sale
or redemption.
TAX-SHELTERED RETIREMENT PLANS. Units of each Trust are available for
purchase in connection with certain types of tax-sheltered retirement plans,
including Individual Retirement Accounts for individuals, Simplified Employee
Pension Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The purchase
of Units of a Trust may be limited by the plans' provisions and does not itself
establish such plans. The minimum purchase in connection with a tax-sheltered
retirement plan is $250.
RIGHTS OF UNITHOLDERS
CERTIFICATES. The Trustee is authorized to treat as the record owner of
Units that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trusts will be evidenced by book entry unless a
Unitholder or the Unitholder's registered broker-dealer makes a written request
to the Trustee that ownership be in certificate form. Units are transferable by
making a written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred with
the signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guarantee program in
addition to, or in substitution for, STAMP as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or lost
certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.
<PAGE>
DISTRIBUTIONS OF INCOME AND CAPITAL. Any dividends received by a Trust
with respect to the Securities therein are credited by the Trustee to the Income
Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of such Trust.
The Trustee will distribute any net income received with respect to any
of the Securities in each Trust on or about the Income Distribution Date to
Unitholders of record on the preceding Income Record Date. See "Summary of
Essential Financial Information." Proceeds received on the sale of any
Securities in a Trust, to the extent not used to meet redemptions of Units, pay
the deferred sales charge or pay expenses, will be distributed on the last day
of each month to Unitholders of record on the fifteenth day of each month if the
amount available for distribution equals at least $1.00 per 100 Units. The
Trustee is not required to pay interest on funds held in the Capital or Income
Accounts (but may itself earn interest thereon and therefore benefits from the
use of such funds). The Trustee is authorized to reinvest any funds held in the
Capital or Income Accounts, pending distribution, in money market funds or U.S.
Treasury obligations which mature on or before the next applicable distribution
date. Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.
The distribution to Unitholders as of the record date will be made on
the following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. Notification to the
Trustee of the transfer of Units is the responsibility of the purchaser, but in
the normal course of business such notice is provided by the selling
broker-dealer.
As of the first day of each month, the Trustee will deduct from the
Income Account and, to the extent funds are not sufficient therein, from the
Capital Account amounts necessary to pay the expenses of the individual Trusts
(as determined on the basis set forth under "Trust Operating Expenses"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of a
Trust. Amounts so withdrawn shall not be considered a part of that Trust's
assets available for distribution to Unitholders until such time as the Trustee
shall return all or any part of such amounts to the appropriate accounts. In
addition, the Trustee may withdraw from the Income and Capital Accounts such
amounts as may be necessary to cover redemptions of Units.
It is anticipated that the deferred sales charge will be collected from
the Capital Account and that amounts in the Capital Account will be sufficient
to cover the cost of the deferred sales charge. To the extent that amounts in
the Capital Account are insufficient to satisfy the then current deferred sales
charge obligation, Securities may be sold to meet such shortfall. Distributions
of amounts necessary to pay the deferred portion of the sales charge will be
made to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.
REINVESTMENT OPTION. Unitholders of the Trusts may elect to have
distributions of income, and/or capital on their Units automatically reinvested,
or redemption proceeds exchanged, in shares of any mutual fund in the Delaware
Group of Mutual Funds which are registered in the Unitholder's
<PAGE>
state of residence. Such mutual funds are hereinafter collectively referred to
as the "Reinvestment Funds."
Each Reinvestment Fund has investment objectives which differ from
those of the Trusts. The prospectus relating to each Reinvestment Fund describes
the investment policies of such fund and sets forth the procedures to follow to
commence reinvestment. A Unitholder should obtain a prospectus for the
respective Reinvestment Fund from Delaware Distributors, L.P. at 1818 Market
Street, Philadelphia, Pennsylvania 19103.
After becoming a participant in a reinvestment plan, redemption
proceeds or each distribution of income and/or capital on the participant's
Units will, on the applicable distribution date, automatically be applied, as
directed by such person, as of such distribution date by the Trustee to purchase
shares (or fractions thereof) of the applicable Reinvestment Fund at a net asset
value as computed as of the closing of trading on the New York Stock Exchange on
such date.
Confirmations of all reinvestments by a Unitholder into a Reinvestment
Fund will be mailed to the Unitholder by such Reinvestment Fund.
A participant may at any time prior to five days preceding the next
succeeding distribution date, by so notifying the Trustee in writing, elect to
terminate his or her reinvestment plan and receive future distributions on his
or her Units in cash. There will be no charge or other penalty for such
termination. Each Reinvestment Fund, its principal underwriter and its
investment adviser shall have the right to terminate at any time the
reinvestment plan relating to such fund.
REPORTS PROVIDED. The Trustee shall furnish Unitholders of the Trusts
in connection with each distribution, a statement of the amount of income and
the amount of other receipts (received since the preceding distribution), if
any, being distributed, expressed in each case as a dollar amount representing
the pro rata share of each Unit of the respective Trust outstanding. Within a
reasonable period of time after the end of each calendar year, the Trustee shall
furnish to each person who at any time during the calendar year was a registered
Unitholder of a Trust a statement (i) as to the Income Account: income received,
deductions for applicable taxes and for fees and expenses of that Trust, for
redemptions of Units, if any, and the balance remaining after such distributions
and deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Capital Account: the
dates of disposition of any Securities and the net proceeds received therefrom,
deductions for payment of applicable taxes, fees and expenses of that Trust held
for distribution to Unitholders of record as of a date prior to the
determination and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; (iii) a list of the Securities held by a Trust and the number of
Units of that Trust outstanding on the last business day of such calendar year;
(iv) the Redemption Price per Unit of that Trust based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts of that Trust,
separately stated, expressed as total dollar amounts.
<PAGE>
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in each Trust furnished to it by the Evaluator.
REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his
Units by tender to the Trustee, The Chase Manhattan Bank, Bowling Green Station,
P.O. Box 5185, New York, New York 10274-5185, and in the case of Units evidenced
by a certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed as
described above (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged (however, any
remaining deferred sales charge will be assessed as described below). On the
third business day following such tender, the Unitholder will be entitled to
receive in cash an amount for each Unit equal to the Redemption Price per Unit
next computed after receipt by the Trustee of such tender of Units as of the
Evaluation Time set forth under "Summary of Essential Financial Information."
The "date of tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the applicable
Evaluation Time the date of tender is the next business day, as defined under
"Public Offering--Offering Price" and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the redemption price
computed on that day.
Any Unitholder who tenders Units worth $100,000 or more of a Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee, in lieu of a cash redemption, a distributions of shares of
Securities in an amount and value of Securities per Unit equal to the Redemption
Price per Unit, as determined as of the evaluation next following tender. To the
extent possible, In-Kind Distributions shall be made by the Trust through the
distributions of each of the Securities in book-entry form to the account of the
Unitholder's bank or broker/dealer at the Depository Trust Company. An In-Kind
Distribution will be reduced by customary transfer and registration charges. The
tendering Unitholder will receive his or her pro rata number of whole shares of
each of the Securities comprising a portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unitholder is entitled.
The Trustee may adjust the number of shares of any issue of Securities included
in a Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of the Securities
on the date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may sell
Securities in the manner described below.
Under regulations issued by the Internal Revenue Service, the Trustee
is required to withhold a specified percentage of any distributions made by a
Trust if the Trustee has not been furnished the Unitholder's tax identification
number in the manner required by such regulations. Any amount so withheld is
transmitted to the Internal Revenue Service and may be recovered by the
Unitholder under certain circumstances by contacting the Trustee, otherwise the
amount may be recoverable only when filing a tax return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, a Unitholder should examine his or her
<PAGE>
statements from the Trustee to make sure that the Trustee has been provided a
certified tax identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided such
number, one should be provided as soon as possible.
The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption if funds are not otherwise available in the
Capital and Income Accounts of such Trust to meet redemptions. The Securities to
be sold will be selected by the Trustee from those designated on a current list
provided by the Sponsor for this purpose. Units so redeemed shall be canceled.
Units sold or tendered for redemption prior to such time as the entire deferred
sales charge assessed during the First Year Deferred Period on such Units has
been collected will be assessed the amount of such remaining deferred sales
charge at the time of sale or redemption. Units held in the Trusts subsequent to
the Interim Redemption Period which are sold or tendered for redemption prior to
such time as the entire deferred sales charge assessed during the Second Year
Deferred Period on such Units has been collected will be assessed the amount of
such remaining deferred sales charge at the time of sale or redemption.
To the extent that Securities are sold, the size of a Trust will be,
and the diversity of that Trust may be, reduced. Sales may be required at a time
when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the aggregate underlying
value of the Securities in a Trust, plus or minus cash, if any, in the Income
and Capital Accounts of such Trust. On the Initial Date of Deposit, the Public
Offering Price per Unit (which includes the sales charge) exceeded the value at
which Units could have been redeemed by the amount shown under "Summary of
Essential Financial Information." The Redemption Price per Unit is the pro rata
share of each Unit determined on the basis of (i) the cash on hand in a Trust,
(ii) the value of the Securities in a Trust and (iii) dividends receivable on
the Securities of a Trust trading ex-dividend as of the date of computation,
less amounts representing taxes or other governmental charges payable out of a
Trust and the accrued expenses of a Trust. The Evaluator may determine the value
of the Securities in a Trust in the following manner: if the Securities are
listed on a national securities exchange or The Nasdaq Stock Market, this
evaluation is generally based on the closing sale prices on that exchange or
that system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that exchange or
system, at the closing bid prices. If the Securities in a Trust are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current bid price on
the over-the-counter market (unless these prices are inappropriate as a basis
for evaluation). If current bid prices are unavailable, the evaluation is
generally determined (i) on the basis of current bid prices for comparable
securities, (ii) by appraising the value of the Securities of that Trust on the
bid side of the market or (iii) by any combination of the above.
<PAGE>
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or any period during which the
Securities and Exchange Commission determines that trading on that Exchange is
restricted or an emergency exists, as a result of which disposal or evaluation
of the Securities in a Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.
SPECIAL REDEMPTION AND ROLLOVER IN A NEW FUND. The Sponsor intends to
create a new Series of the Trusts (the "New Trusts") approximately 13 months
after the Initial Date of Deposit of each Trust and also in conjunction with the
termination of each Trust (approximately two years after the Initial Date of
Deposit). Unitholders will have the option to roll the proceeds of their Units
into a New Trust after either 13 months (the "Interim Rollover") or two years
(the "Final Rollover"). Unitholders electing to roll their proceeds into a New
Trust during the Interim Rollover shall be referred to as "Interim Rollover
Unitholders" while Unitholders electing to roll their proceeds into a New Trust
at termination shall be referred to as "Final Rollover Unitholders."
Collectively both the Interim and Final Rollover Unitholders shall be referred
to as "Rollover Unitholders." To elect a Rollover option, Unitholders must
affirmatively notify the Trustee in writing that he or she desires to roll over
his or her Units by the applicable Rollover Notification Date specified in the
"Summary of Essential Financial Information."
All Units of Rollover Unitholders will be redeemed during either the
Interim Special Redemption Period or the Final Special Redemption Period,
depending on the election of the Rollover Unitholder, and the underlying
Securities will be distributed to the Distribution Agent on behalf of the
Rollover Unitholders. During the applicable Special Redemption Period (as set
forth in "Summary of Essential Financial Information"), the Distribution Agent
will be required to sell all of the underlying Securities on behalf of Rollover
Unitholders. The sales proceeds will be net of brokerage fees, governmental
charges or any expenses involved in the sales.
The Distribution Agent will engage the Sponsor as its agent to sell the
distributed Securities. The Sponsor will attempt to sell the Securities as
quickly as is practicable during the applicable Special Redemption Periods. The
Sponsor does not anticipate that the sale of Securities during the applicable
Special Redemption Periods will take longer than 10 business days, and it could
be as short as one day, given that the Securities are usually highly liquid. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally
adhere to the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first day of the
applicable Special Redemption Period; for less liquid Securities, on each of the
first two days of the applicable Special Redemption Period, the Sponsor will
generally sell any amount of any underlying Securities at a price no less than
1/2 of one point under the closing sale price of those Securities on the
preceding day. Thereafter, the Sponsor intends to sell without any price
restrictions at least a portion of the remaining underlying Securities, the
<PAGE>
numerator of which is one and the denominator of which is the total number of
days remaining (including that day) in the applicable Special Redemption Period.
Pursuant to an exemptive order from the Securities and Exchange
Commission, each terminating Trust (and the Distribution Agent on behalf of
Rollover Unitholders) may sell Securities to the New Trusts if those Securities
continue to meet the individual Trust's strategy as set forth under "Objectives
and Securities Selection." The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those Securities will be
the closing sale price on the sale date on the exchange where the Securities are
principally traded, as certified by the Sponsor and confirmed by the Trustee of
each Trust.
The Rollover Unitholders' proceeds will be invested in the next
subsequent series of a Trust (as selected by the Unitholder) if then registered
in such state and being offered, the portfolio of which will be selected prior
to the initial date of deposit of the New Trust. The proceeds of redemption
available on each day will be used to buy New Trust units in the portfolio as
the proceeds become available.
The Sponsor intends to create the New Trusts as quickly as possible
after the commencement of the applicable Special Redemption Period, dependent
upon the availability and reasonably favorable prices of the Securities included
in the New Trust portfolio, and it is intended that Rollover Unitholders will be
given first priority to purchase the New Trust units. There can be no assurance,
however, as to the exact timing of the creation of the New Trust units or the
aggregate number of New Trust units which the Sponsor will create. The Sponsor
may, in its sole discretion, stop creating new units at any time it chooses,
regardless of whether all proceeds of a Special Redemption have been invested on
behalf of Rollover Unitholders. Cash which has not been invested on behalf of
the Rollover Unitholders in New Trust units will be distributed shortly after
the applicable Special Redemption Period.
Any Rollover Unitholder may thus be redeemed out of the Fund and become
a holder of an entirely different unit investment trust in the New Trust with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold during the applicable
Special Redemption Periods. In accordance with the Rollover Unitholders' offer
to purchase the New Trust units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the New Trust portfolio at the
public offering price, including the applicable sales charge per Unit (which for
Rollover Unitholders is currently expected to be identical to the deferred sales
charge component of the Trusts).
This process of redemption and rollover into a New Trust is intended to
allow for the fact that the portfolio selected by the Sponsor is chosen on the
basis of growth and income potential only for a limited time, at which point a
new portfolio is chosen. It is contemplated that a similar process of redemption
and rollover in new unit investment trusts will be available for each New Trust
and each subsequent series of the Fund, approximately one year and two years
after that Series' creation.
<PAGE>
The Sponsor believes that the gradual redemption and rollover in the
Trusts will help mitigate any negative market price consequences stemming from
the trading of large volumes of securities and of the underlying Securities in
the Trusts in a short, publicized period of time. The above procedures may,
however, be insufficient or unsuccessful in avoiding such price consequences. In
fact, market price trends may make it advantageous to sell or buy more quickly
or more slowly than permitted by these procedures. Rollover Unitholders could
then receive a less favorable average unit price than if they bought all their
units of the New Trust on any given day of the applicable Special Redemption
Periods.
It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Rollover but, in certain
circumstances, will not be entitled to a reduction for certain capital losses
and, due to the procedures for investing in the subsequent New Trusts, no cash
would be distributed at that time to pay any taxes. Included in the cash for the
Special Redemption and Rollover will be any amount of cash attributable to the
last distribution of dividend income; accordingly, Rollover Unitholders also
will not have such cash distributed to pay any taxes. The 1997 Tax Act reduces
the maximum stated marginal tax rate for certain capital gains for investments
held for more than 18 months to 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Rollover Unitholders participating in the Final Rollover
would qualify for such treatment whereas Rollover Unitholders participating in
the Interim Rollover would be subject to a maximum stated marginal tax rate of
28%. See "Taxation."
In addition, during this period a Unitholder will be at risk to the
extent that the Securities are not sold and will not have the benefit of any
stock appreciation to the extent that moneys have not been invested. For this
reason, the Sponsor will be inclined to sell and purchase the Securities in as
short a period as it can without materially adversely affecting the price of the
Securities.
Unitholders who do not inform the Distribution Agent that they wish to
have their Units so redeemed and liquidated by either the Interim or Final
Rollover Notification Date ("Remaining Unitholders") will continue to hold Units
of a Trust as described in this Prospectus until that Trust is terminated or
until the Mandatory Termination Date listed in the "Summary of Essential
Financial Information," whichever occurs first. These Remaining Unitholders will
not realize capital gains or losses due to the Special Redemption and Rollover
and except as provided under "Public Offering," will not be charged any
additional sales charge. If a large percentage of Unitholders become Rollover
Unitholders, the aggregate size of that Trust will be sharply reduced and, as a
consequence, expenses might constitute a higher percentage amount per Unit of
the Trust than prior to such Special Redemption and Rollover. That Trust might
also be reduced to the Minimum Termination Value set forth in the "Summary of
Essential Financial Information" because of the lesser number of Units in the
Trust, and possibly also due to a value reduction, however temporary, in Units
caused by the Sponsor's sales of Securities; if so, the Sponsor could then
choose to liquidate the Trust without the consent of the remaining Unitholders.
See "Trust Administration-- Amendment or Termination." The Securities remaining
in that Trust after the Final Special Redemption Period will be sold by the
Sponsor as quickly as possible without, in its judgment, materially adversely
affecting the market price of the Securities.
<PAGE>
The Sponsor may, for any reason, decide not to sponsor the New Trusts
or any subsequent series of the Fund, without penalty or incurring liability to
any Unitholder. If the Sponsor so decides, the Sponsor shall notify the
Unitholders before the applicable Special Redemption Period would have
commenced. All Unitholders will then be Remaining Unitholders, with rights to
ordinary redemption as before. The Sponsor may modify the terms of the New
Trusts or any subsequent series of the Fund. The Sponsor may also modify the
terms of the applicable Special Redemption and Rollover in the New Trusts upon
notice to the Unitholders prior to the applicable Rollover Notification Date
specified in the related "Summary of Essential Financial Information."
TRUST ADMINISTRATION
DISTRIBUTOR PURCHASES OF UNITS. The Trustee shall notify the
Distributor of any Units tendered for redemption. If the Distributor's bid in
the secondary market at that time equals or exceeds the Redemption Price per
Unit, it may purchase such Units by notifying the Trustee before the close of
business on the next succeeding business day and by making payment therefor to
the Unitholder not later than the day on which the Units would otherwise have
been redeemed by the Trustee. Units held by the Distributor may be tendered to
the Trustee for redemption as any other Units.
The offering price of any Units acquired by the Distributor will be in
accord with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Distributor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.
PORTFOLIO ADMINISTRATION. The portfolios of the Trusts are not
"managed" by the Sponsor or the Trustee; their activities described herein are
governed solely by the provisions of the Trust Agreement. Traditional methods of
investment management for a managed fund typically involve frequent changes in a
portfolio of securities on the basis of economic, financial and market analyses.
While the Trusts will not be managed, the Trust Agreement provides that the
Sponsor may (but need not) direct the Trustee to dispose of a Security in
certain events such as the price of a Security having declined to such an extent
as a result of serious adverse credit factors affecting the issuer of the
Security such that in the opinion of the Sponsor the retention of such Security
would be detrimental to the Trusts. Pursuant to the Trust Agreement and with
limited exceptions, the Trustee may sell any securities or other properties
acquired in exchange for Securities such as those acquired in connection with a
merger or other transaction. The proceeds from such sales, if any, will be
deposited in the Capital Account of a Trust. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However, in the
event such securities or property are nonetheless acquired by a Trust, they may
be accepted for deposit in such Trust and either sold by the Trustee or held in
such Trust pursuant to the direction of the Sponsor. Proceeds from the sale of
Securities (or any securities or other property received by a Trust in exchange
for Securities) are credited to the Capital Account for distribution to
Unitholders, to pay any accrued deferred sales charge or to meet redemptions.
Except as stated under "Trust Portfolio" for failed securities and
<PAGE>
as provided in this paragraph, the acquisition by a Trust of any securities
other than the Securities is prohibited.
As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Sponsor, or if no such
designation has been made, in its own discretion, for the purpose of redeeming
Units of a Trust tendered for redemption and the payment of expenses.
The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities in that Trust. To the extent this is not practicable, the composition
and diversity of the Securities in such Trust may be altered. In order to obtain
the best price for a Trust, it may be necessary for the Sponsor to specify
minimum amounts (generally 100 shares) in which blocks of Securities are to be
sold.
AMENDMENT OR TERMINATION. The Trust Agreement may be amended by the
Trustee and the Sponsor without the consent of any of the Unitholders (1) to
cure any ambiguity or to correct or supplement any provision thereof which may
be defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor and
the Trustee), provided, however, that the Trust Agreement may not be amended to
increase the number of Units (except as provided in the Trust Agreement). The
Trust Agreement may also be amended in any respect by the Trustee and Sponsor,
or any of the provisions thereof may be waived, with the consent of the holders
representing 51% of the Units of such Trust then outstanding, provided that no
such amendment or waiver will reduce the interest in that Trust of any
Unitholder without the consent of such Unitholder or reduce the percentage of
Units required to consent to any such amendment or waiver without the consent of
all Unitholders. The Trustee shall advise the Unitholders of any amendment
requiring the consent of the Unitholders or of any other amendment if directed
by the Sponsor promptly after execution thereof.
A Trust may be liquidated at any time by consent of Unitholders
representing 66-2/3% of the Units of that Trust then outstanding or by the
Trustee when the value of the Securities owned by such Trust, as shown by any
evaluation, is less than that amount set forth under Minimum Termination Value
in the "Summary of Essential Financial Information." A Trust will be liquidated
by the Trustee in the event that a sufficient number of Units of that Trust not
yet sold are tendered for redemption by the Underwriters or the Sponsor, such
that the net worth of that Trust would be reduced to less than 40% of the value
of the Securities at the time they were deposited in the Trust. If a Trust is
liquidated because of the redemption of unsold Units by the Underwriters,
including the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date stated under
"Summary of Essential Financial Information."
Commencing on the Mandatory Termination Date, Securities will begin to
be sold in connection with the termination of the Fund. The Sponsor will
determine the manner, timing and
<PAGE>
execution of the sales of the Securities. At least 30 days before the Mandatory
Termination Date the Trustee will provide written notice of any termination to
all Unitholders and will include with such notice a form to enable Unitholders
to elect an In-Kind Distribution of shares of Securities (reduced by customary
transfer and registration charges), if such Unitholder owns at least $100,000
worth of Units of a Trust, rather than to receive payment in cash for such
Unitholder's pro rata share of the amounts realized upon the disposition by the
Trustee of the Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the Trustee, must
be returned to the Trustee at least five business days prior to the Mandatory
Termination Date. A Unitholder may, of course, at any time after the Securities
are distributed, sell all or a portion of the shares. Unitholders not electing a
distribution of shares of Securities and who do not elect the Rollover Option
will receive a cash distribution from the sale of the remaining Securities
within a reasonable time following the Mandatory Termination Date. Regardless of
the distribution involved, the Trustee will deduct from the funds of that Trust
any accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Securities in a Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. The Trustee will then distribute to
each Unitholder his pro rata share of the balance of the Income and Capital
Accounts of that Trust.
The Sponsor currently intends to, but is not obligated to, offer for
sale units of a subsequent series of each Trust pursuant to the Rollover Option
(see "Rights of Unitholders--Special Redemption and Rollover in a New Fund").
There is, however, no assurance that units of any new series of such Fund will
be offered for sale at that time, or if offered, that there will be sufficient
units available for sale to meet the requests of any or all Unitholders. The
Sponsor will attempt to sell any remaining Securities as quickly as possible
commencing on the Mandatory Termination Date without, in the judgment of the
Sponsor, materially adversely affecting the market price of the Securities. The
Sponsor does not anticipate that the period will be longer than 10 business
days, and it could be as short as one day, depending on the liquidity of the
Securities being sold. The liquidity of any Security depends on the daily
trading volume of the Security and the amount that the Sponsor has available on
any particular day.
Within a reasonable period after the final distribution, Unitholders
will be furnished a final distribution statement of the amount distributable. At
such time as the Trustee in its sole discretion will determine that any amounts
held in reserve are no longer necessary, it will make distribution thereof to
Unitholders in the same manner.
LIMITATIONS ON LIABILITIES. The Sponsor, the Evaluator and the Trustee
shall be under no liability to Unitholders for taking any action or for
refraining from taking any action in good faith pursuant to the Trust Agreement,
or for errors in judgment, but shall be liable only for their own willful
misfeasance, bad faith or gross negligence in the performance of their duties or
by reason of their reckless disregard of their obligations and duties hereunder.
<PAGE>
The Trustee shall not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Trust Agreement. The Trustee shall not be liable for any taxes or
other governmental charges imposed upon or in respect of the Securities or upon
the interest thereon or upon it as Trustee under the Trust Agreement or upon or
in respect of the Trusts which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee.
The Trustee, Sponsor and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. Determinations by the Evaluator under the Trust Agreement shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the Evaluator shall be under no liability to the Trustee, Sponsor
or Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
SPONSOR. Delaware Management Company, Inc. is the Sponsor of the Fund
and Delaware Distributors, L.P. is the primary Distributor of Fund Units. Both
the Sponsor and Distributor are indirect, wholly owned subsidiaries of Lincoln
National Corporation ("LNC"). LNC, headquartered in Fort Wayne, Indiana, owns
and operates insurance and investment management businesses, including Delaware
Management Holdings, Inc. ("DMH"). Affiliates of DMH serve as adviser,
distributor and transfer agent for the Delaware Group of Mutual Funds, including
the Delaware- Voyageur Funds.
As of July 31, 1997, affiliates of DMH, including the Sponsor, had
assets under management of over $39.7 billion in mutual fund and institutional
accounts, and served as investment adviser to more than 90 mutual fund
portfolios. The principal business address for the Sponsor is One Commerce
Square, Philadelphia, Pennsylvania 19103; the principal business address for the
Distributor is 1818 Market Street, Philadelphia, Pennsylvania 19103. (This
paragraph relates only to the Sponsor and not to the Fund or to any Series
thereof. The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations. More detailed information will be made
available by the Sponsor upon request.)
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and not
exceeding amounts prescribed by the Securities and Exchange Commission, (ii)
terminate the Trust Agreement and liquidate the Fund as provided therein or
(iii) continue to act as Trustee without terminating the Trust Agreement.
EVALUATOR. The Trustee serves as Evaluator. The Evaluator may resign or
be removed by the Trustee (or by the Sponsor if the Trustee is the Evaluator) in
which event the Sponsor and/or the
<PAGE>
Trustee are to use their best efforts to appoint a satisfactory successor. Such
resignation or removal shall become effective upon acceptance of appointment by
the successor evaluator. If upon resignation of the Evaluator no successor has
accepted appointment within 30 days after notice of resignation, the Evaluator
may apply to a court of competent jurisdiction for the appointment of a
successor. Notice of such resignation or removal and appointment shall be mailed
by the Trustee to each Unitholder.
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. The Trustee is subject to supervision by the Superintendent of Banks
of the State of New York, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System.
The duties of the Trustee are primarily ministerial in nature. The
Trustee did not participate in the selection of Securities for any Trust
portfolio.
In accordance with the Trust Agreement, the Trustee shall keep proper
books of record and account of all transactions at its office for the Trusts.
Such records shall include the name and address of, and the number of Units of
each Trust held by, every Unitholder of a Trust. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation (see "Rights of Unitholders--Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Securities held in the Trusts.
Under the Trust Agreement, the Trustee or any successor trustee may
resign and be discharged of its responsibilities created by the Trust Agreement
by executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Unitholder by the Sponsor. Upon execution of a written acceptance
of such appointment by such successor trustee, all the rights, powers, duties
and obligations of the original trustee shall vest in the successor. The
resignation or removal of the Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.
<PAGE>
Any corporation into which a Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby has been
passed upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois
60603, as counsel for the Sponsor. Carter, Ledyard & Milburn, will act as
counsel for the Trustee and as special New York tax counsel for the Trusts.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. The statements of net assets
and the related schedules of investments as of the opening of business on the
Initial Date of Deposit included in this Prospectus have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent auditors,
appearing elsewhere herein and the authority of said firm as experts in
accounting and auditing.
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF DELAWARE - VOYAGEUR UNIT
INVESTMENT TRUST, SERIES 12:
We have audited the accompanying statements of net assets, including
the schedules of investments, of Delaware - Voyageur Unit Investment Trust,
Series 12 comprised of Power Five Equity Trust, Series 1, Power Ten Equity
Trust, Series 1, Illinois Big Ten Equity Trust, Series 7, Minnesota Big Ten
Equity Trust, Series 8, Missouri Big Ten Equity Trust, Series 7 and Pacific Ten
Equity Trust, Series 3 as of September 4, 1997. The statements of net assets are
the responsibility of the Sponsor. Our responsibility is to express an opinion
on such financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of an irrevocable letter of credit deposited to purchase securities
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 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 Delaware - Voyageur
Unit Investment Trust, Series 12 comprised of Power Five Equity Trust, Series 1,
Power Ten Equity Trust, Series 1, Illinois Big Ten Equity Trust, Series 7,
Minnesota Big Ten Equity Trust, Series 8, Missouri Big Ten Equity Trust, Series
7 and Pacific Ten Equity Trust, Series 3 as of September 4, 1997, in conformity
with generally accepted accounting principles.
Minneapolis, Minnesota
September 4, 1997
KPMG PEAT MARWICK LLP
<PAGE>
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Power Power Illinois
Five Ten Big Ten
Series 1 Series 1 Series 7
-------- -------- --------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1)........................ $152,858 $153,222 $153,258
Organizational and Offering Costs(2)....................... 22,798 22,798 12,012
------ ------ ------
Total.................................................. $175,656 $176,020 $165,270
======== ======== ========
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs(2)............... $22,798 $22,798 $12,012
Payment of Deferred Portion of Sales Charge(3)............. 5,404 5,417 5,418
----- ----- -----
Total Liabilities.......................................... $28,202 $28,215 $17,430
======= ======= =======
Interest of Unitholders 15,440, 15,477 and
15,481 Units, respectively of fractional
undivided interest outstanding:
Cost to Investors(4).......................................... $154,402 $154,770 $154,805
Gross Underwriting Commission(4),(5).......................... (6,948) (6,965) (6,965)
-------- -------- --------
Net Amount Applicable to Unitholders.......................... $147,454 $147,805 $147,840
-------- -------- --------
Total ..................................................... $175,656 $176,020 $165,270
======== ======== ========
</TABLE>
1 The aggregate value of the Securities listed under "Portfolio" herein and
their cost to a Trust are the same. The value of the Securities is
determined as set forth under "Public Offering--Offering Price." The
contracts to purchase Securities are collateralized by an irrevocable
letter of credit of $10,000,000 which has been deposited with the Trustee.
2 Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs, which will be deferred and charged off
over the initial offering period. Organizational and offering costs have
been estimated based on a projected Trust size of $5,000,000, $5,000,000
and $4,000,000 for the Power Five Series 1, Power Ten Series 1 and Illinois
Big Ten Series 7, respectively. To the extent a Trust is larger or smaller,
the estimate will vary.
3 Represents the aggregate amount of mandatory distributions of $35.00 per
100 units payable in monthly installments on the 1st day of each month from
November, 1997 through September, 1998 and November, 1998 through
September, 1999. Distributions will be made to an account maintained by the
Trustee from which the Unitholder's Deferred Sales Charges obligation to
the Sponsor will be satisfied. If Units are redeemed prior to September 1,
1999, the remaining portion of the distribution applicable to such Units
will be transferred to such account on the redemption date.
4 The aggregate public offering price and the aggregate initial sales charge
are computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor and Underwriter Compensation" and assume all
single transactions involve less than $100,000. For single transactions in
excess of this amount, the sales charge is reduced (see "Public
Offering--General") resulting in an equal reduction in both the Cost to
investors and the Gross underwriting commission while the Net amount
applicable to Unitholders remains unchanged.
5 Gross underwriting commission includes a deferred sales charge of $.35 per
Unit.
<PAGE>
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Minnesota Missouri Pacific
Big Ten Big Ten Ten
Series 8 Series 7 Series 3
-------- -------- --------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1)........................ $151,000 $153,490 $155,210
Organizational and Offering Costs(2)....................... 14,212 11,059 17,473
------ ------ ------
Total.................................................. $165,212 $164,549 $172,683
======== ======== ========
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs(2)............... $14,212 $11,059 $17,473
Payment of Deferred Portion of Sales Charge(3)............. 5,338 5,426 5,487
------- ------- -------
Total Liabilities.......................................... $19,550 $16,485 $22,960
======= ======= =======
Interest of Unitholders 15,253, 15,504 and
15,678 Units, respectively, of fractional
undivided interest outstanding:
Cost to Investors(4)....................................... $152,525 $155,040 $156,777
Gross Underwriting Commission(4),(5)....................... (6,863) (6,976) (7,054)
-------- -------- --------
Net Amount Applicable to Unitholders....................... $145,662 $148,064 $149,723
-------- -------- --------
Total .................................................. $165,212 $164,549 $172,683
======== ======== ========
</TABLE>
1 The aggregate value of the Securities listed under "Portfolio" herein and
their cost to a Trust are the same. The value of the Securities is
determined as set forth under "Public Offering--Offering Price." The
contracts to purchase Securities are collateralized by an irrevocable
letter of credit of $10,000,000 which has been deposited with the Trustee.
2 Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs, which will be deferred and charged off
over the initial offering period. Organizational and offering costs have
been estimated based on a projected Trust size of $4,000,000, $3,000,000
and $5,000,000 for Minnesota Big Ten Series 8, Missouri Big Ten Series 7
and Pacific Ten Series 3, respectively. To the extent a Trust is larger or
smaller, the estimate will vary.
3 Represents the aggregate amount of mandatory distributions of $35.00 per
100 units payable in monthly installments on the 1st day of each month from
November, 1997 through September, 1998 and November, 1998 through
September, 1999. Distributions will be made to an account maintained by the
Trustee from which the Unitholder's Deferred Sales Charges obligation to
the Sponsor will be satisfied. If Units are redeemed prior to September 1,
1999, the remaining portion of the distribution applicable to such Units
will be transferred to such account on the redemption date.
4 The aggregate public offering price and the aggregate initial sales charge
are computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor and Underwriter Compensation" and assume all
single transactions involve less than $100,000. For single transactions in
excess of this amount, the sales charge is reduced (see "Public
Offering--General") resulting in an equal reduction in both the Cost to
investors and the Gross underwriting commission while the Net amount
applicable to Unitholders remains unchanged.
5 Gross underwriting commission includes a deferred sales charge of $.35 per
Unit.
<PAGE>
POWER FIVE EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of Current
of % of Annual Share to Securities Dividend
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Yield(3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Exxon Corp. 485 20.35% $1.64 $64.1250 $31,101 2.56%
E.I. DuPont De Nemours & Co. 475 19.79% $1.26 $63.6875 30,252 1.98%
International Paper Co. 559 19.75% $1.00 $54.0000 30,186 1.85%
Philip Morris Cos. Inc. 680 20.27% $1.60 $45.5625 30,982 3.51%
AT&T Corp. 762 19.84% $1.32 $39.8125 30,337 3.32%
------ ------
Total 100.00% $152,858
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 61.
POWER TEN EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of Current
of % of Annual Share to Securities Dividend
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Yield(3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Philip Morris Cos. Inc. 339 10.08% $1.60 $45.5625 $15,446 3.51%
AT&T Corp. 380 9.87% $1.32 $39.8125 $15,129 3.32%
General Motors Corp. 235 10.01% $2.00 $65.2500 $15,334 3.07%
Chevron Corporation 189 9.89% $2.32 $80.1875 $15,155 2.89%
Exxon Corp. 242 10.13% $1.64 $64.1250 $15,518 2.56%
Eastman Kodak Co. 228 10.31% $1.76 $69.2500 $15,789 2.54%
Minnesota Mining &
Manufacturing Co. 164 9.89% $2.12 $92.3750 $15,149 2.29%
E.I. DuPont De Nemours & Co. 237 9.85% $1.26 $63.6875 $15,094 1.98%
Merck & Company, Inc. 162 10.14% $1.80 $95.9375 $15,542 1.88%
International Paper Company 279 9.83% $1.00 $54.0000 $15,066 1.85%
------ -------
Total 100.00% $153,222
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 61.
<PAGE>
ILLINOIS BIG TEN EQUITY TRUST, SERIES 7
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of Current
of % of Annual Share to Securities Dividend
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Yield(3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
People's Energy Corporation 398 9.90% $1.88 $38.1250 $15,174 4.93%
Unitrin, Inc. 251 10.28% $2.40 $62.7500 $15,750 3.82%
Nicor, Inc. 415 9.92% $1.40 $36.6250 $15,199 3.82%
Ameritech Corporation 238 9.89% $2.26 $63.6875 $15,158 3.55%
Arthur J. Gallagher & Company 420 9.85% $1.24 $35.9375 $15,094 3.45%
Washington National Corporation 507 10.46% $1.08 $31.6250 $16,034 3.42%
Hollinger International, Inc.
(Class A) 1,137 9.64% $0.40 $13.0000 $14,781 3.08%
Lawter International, Inc. 1,148 9.88% $0.40 $13.1875 $15,139 3.03%
AMOCO Corporation 157 9.92% $2.80 $96.8125 $15,199 2.89%
GATX Corp. 242 10.26% $1.84 $65.0000 $15,730 2.83%
------ -------
Total 100.00% $153,258
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 61.
MINNESOTA BIG TEN EQUITY TRUST, SERIES 8
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of Current
of % of Annual Share to Securities Dividend
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Yield(3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Deluxe Corporation 454 9.96% $1.48 $33.1250 $15,039 4.47%
Jostens, Inc. 618 10.05% $0.88 $24.5625 $15,180 3.58%
General Mills, Inc. 230 10.07% $2.12 $66.1250 $15,209 3.21%
International Multifoods
Corporation 550 9.86% $0.80 $27.0625 $14,884 2.96%
Supervalu, Inc. 385 9.99% $1.04 $39.1875 $15,087 2.65%
St. Paul Companies, Inc. 204 10.22% $1.88 $75.6250 $15,427 2.49%
Minnesota Mining &
Manufacturing Co. 164 10.03% $2.12 $92.3750 $15,150 2.29%
Arctic Cat Inc. 1,348 9.82% $0.24 $11.0000 $14,828 2.18%
Polaris Industries, Inc. 518 10.14% $0.64 $29.5625 $15,313 2.16%
US BanCorp. 169 9.86% $1.86 $88.0625 $14,883 2.11%
------ -------
Total 100.00% $151,000
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 61.
<PAGE>
MISSOURI BIG TEN EQUITY TRUST, SERIES 7
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of Current
of % of Annual Share to Securities Dividend
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Yield(3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Brown Group, Inc. 902 9.81% $1.00 $16.6875 $15,052 5.99%
Laclede Gas Company 612 9.59% $1.30 $24.0625 $14,726 5.40%
Magna Group, Inc. 416 10.20% $1.00 $37.6250 $15,652 2.66%
Mercantile Bancorporation 220 10.21% $1.72 $71.2500 $15,675 2.41%
Anheuser-Busch
Companies, Inc. 350 10.13% $1.04 $44.4375 $15,553 2.34%
CPI Corp. 615 10.22% $0.56 $25.5000 $15,683 2.20%
May Department Stores
Company 282 10.16% $1.20 $55.3125 $15,598 2.17%
Kansas City Life Insurance
Company 175 9.47% $1.76 $83.0625 $14,536 2.12%
H&R Block, Inc. 382 9.97% $0.80 $40.0625 $15,304 2.00%
Emerson Electric Company 279 10.24% $1.08 $56.3125 $15,711 1.92%
------ -------
Total 100.00% $153,490
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 61.
PACIFIC TEN EQUITY TRUST, SERIES 3
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 4, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of
of % of Annual Share to Securities Market
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Capitalization(6)
- -------- ------ ------- ---------- ------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Microsoft Corporation 113 9.94% $0.00 $136.5000 $15,425 $163,571
Intel Corporation 162 9.80% $0.12 $93.8750 $15,208 $153,297
Hewlett-Packard Company 245 10.08% $0.56 $63.8750 $15,649 $64,854
Boeing Company 272 10.07% $0.56 $57.4375 $15,623 $57,509
Disney (Walt) Company 192 9.84% $0.53 $79.5625 $15,276 $53,715
Chevron Corporation 189 9.76% $2.32 $80.1875 $15,155 $52,498
BankAmerica Corporation 226 10.26% $1.22 $70.4375 $15,919 $49,194
Oracle Corporation 413 10.26% $0.00 $38.5625 $15,926 $37,785
Wells Fargo & Company 59 10.03% $5.20 $263.9375 $15,572 $23,203
Atlantic Richfield Company 198 9.96% $2.85 $78.0625 $15,457 $25,042
----- -------
Total 100.00% $155,210
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 61.
<PAGE>
Notes to Schedule of Investments
1 All of the Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has
assigned to the Trustee all of its right, title and interest in and to
such Securities. Contracts to acquire Securities were entered into on
September 3, 1997 and are expected to settle on September 8, 1997. The
aggregate purchase price (excluding commissions) for the securities
deposited in each Trust is $152,858, $153,222, $153,258, $151,000,
$153,490 and $155,210 respectively. There was no gain or loss to the
Sponsor in connection with any of the deposits into the Trusts.
2 The market value of each of the Securities is based on the aggregate
underlying value of the Securities acquired (generally determined by the
closing sale prices of the listed Securities and the ask prices of
over-the-counter traded Securities on the business day prior to the
Initial Date of Deposit).
3 Current Dividend Yield for each Security was calculated by annualizing
the last quarterly or semi-annual dividend received on that Security and
dividing the result by that Security's market value as of the close of
trading on September 3, 1997.
4 Based on the latest quarterly or semi-annual dividend received. There can
be no assurance that future dividend payments, if any, will be maintained
at the indicated amount.
5 Based on Cost of Securities to Trust.
6 Market Capitalization is in millions of dollars and is based on the
market value as of the closing of trading on September 3, 1997.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND,
THE SPONSOR OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
TITLE PAGE
Summary of Essential Financial
Information................................. 5
The Trust....................................... 9
Objectives and Securities Selection.............11
Trust Portfolio.................................19
Risk Factors....................................28
Taxation........................................30
Trust Operating Expenses........................35
Public Offering.................................37
Rights of Unitholders...........................41
Trust Administration............................49
Other Matters...................................54
Independent Auditors' Report....................55
Statements of Net Assets........................56
Schedule of Investments.........................58
Notes to Schedule of Investments................61
- --------------------------------------------------------------------------------
THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE FUND AND THE SPONSOR, BUT
DOES NOT CONTAIN ALL OF THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENTS
AND EXHIBITS RELATING THERETO, WHICH THE FUND HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
WHEN UNITS OF THE TRUSTS ARE NO LONGER AVAILABLE, OR FOR INVESTORS WHO WILL
REINVEST INTO SUBSEQUENT SERIES OF THE TRUSTS, THIS PROSPECTUS MAY BE USED AS A
PRELIMINARY PROSPECTUS FOR A FUTURE SERIES; IN WHICH CASE INVESTORS SHOULD NOTE
THE FOLLOWING: INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO SECURITIES OF A FUTURE SERIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
UIT-EQPR12 9/97
PROSPECTUS
----------------------------------
September 4, 1997
DELAWARE-VOYAGEUR UNIT
INVESTMENT TRUST,
SERIES 12
POWER FIVE EQUITY TRUST,
SERIES 1
POWER TEN EQUITY TRUST,
SERIES 1
ILLINOIS BIG TEN EQUITY TRUST,
SERIES 7
MINNESOTA BIG TEN EQUITY TRUST,
SERIES 8
MISSOURI BIG TEN EQUITY TRUST,
SERIES 7
PACIFIC TEN EQUITY TRUST,
SERIES 3
----------------------------------
DELAWARE MANAGEMENT
COMPANY, INC.
ONE COMMERCE SQUARE
PHILADELPHIA,OPENNSYLVANIA 19103
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers
and documents:
The facing sheet of Form S-6
The Cross-Reference Sheet
The Prospectus
The signatures
The following exhibits:
1.1 Standard Terms and Conditions of Trust - Delaware-Voyageur Unit
Investment Trust Series 9 and Certain Subsequent Series, dated May 6,
1997 among Voyageur Fund Managers, Inc., as Sponsor and The Chase
Manhattan Bank, as Trustee and Evaluator (incorporated by reference to
Amendment No. 1 to Form S-6 (File No. 333-20971) filed on behalf of
Delaware-Voyageur Unit Investment Trust Series 9).
1.2 Form of Trust Agreement for Delaware-Voyageur Unit Investment Trust,
Series 12.
2. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under the
headings "Taxation" and "Legal Opinions" in the Prospectus and opinion
of counsel as to Federal income tax status of the securities being
registered.
3.1 Opinion of counsel as to New York income tax status of securities being
registered.
3.2 Opinion of counsel as to advancement of funds by Trustee.
4. Consent of The Chase Manhattan Bank.
5. Consent of KPMG Peat Marwick LLP.
6. Financial Data Schedules filed hereto electronically as Exhibit(s) 27
pursuant to Rule 401 of Regulation S-T.
<PAGE>
SIGNATURES
The Registrant, Delaware-Voyageur Unit Investment Trust, Series 12,
hereby identifies Delaware-Voyageur Unit Investment Trust, Series 4 for purposes
of the representations required by Rule 487 and represents the following: (1)
that the portfolio securities deposited in the series with respect to which this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to which
this Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained in
the registration statements for such previous series as to which the effective
date was determined by the Securities and Exchange Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Delaware-Voyageur Unit Investment Trust, Series 12, has duly caused
this Amendment No. 2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Philadelphia and
State of Pennsylvania on the 4th day of September, 1997.
Delaware-Voyageur Unit Investment Trust,
Series 12
(Registrant)
By: Delaware Management Company, Inc.
(Depositor)
By: /s/ George M. Chamberlain, Jr.
Senior Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on by the following person in the
capacity indicated and on September 4, 1997.
SIGNATURE TITLE
_________________________ President, Chief Executive Officer and Chief
Wayne A. Stork Investment Officer
_________________________ Executive Vice President, Chief Operating
David K. Downes Officer, Chief Financial Officer and
Treasurer
<PAGE>
_________________________
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director
_________________________
Richard G. Unruh Director
MEMORANDUM OF CHANGES
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
The Prospectus filed with Amendment No. 2 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of
Securities on September 4, 1997, and to set forth certain statistical data based
thereon.
COVER PAGE. The series number and the Trusts in the Fund have been
added. Information relating to the sales charge and the price of the
offering if the Units were available for purchase at the opening of
business on the Initial Date of Deposit is set forth in the "Public
Offering Price" section.
PAGE 5. The "Summary of Essential Financial Information" table has
been completed.
PAGES 19-27. The issuers of the Securities have been listed.
PAGE 30. The Taxation section has been updated.
PAGE 55. The Independent Auditors' Report has been completed.
PAGES 56-57. The Statement of Net Assets has been completed.
PAGES 58-61. The Schedule of Investments and the Notes thereto have
been completed.
BACK COVER The Series numbers, the Trust in the Fund and the date
of the Prospectus have been included.
Exhibit 1.2
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST
SERIES 12
TRUST AGREEMENT
Dated: September 4, 1997
This Trust Agreement dated as of September 4, 1997 between Delaware
Management Company, Inc., as Depositor and The Chase Manhattan Bank, as
Evaluator and Trustee, sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Delaware-Voyageur Unit
Investment Trust Series 9 and certain subsequent Series, Standard Terms and
Conditions of Trust Dated May 6, 1997" (herein called the "STANDARD TERMS AND
CONDITIONS OF TRUST"), and such provisions as are set forth in full and such
provisions as are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and Sections of the
Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.
PART II SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Securities listed in Schedule A hereto have been
deposited in Trust under this Trust Agreement.
(b) The first sentence of the fifth paragraph of Section 5.02
of the Standard Terms and Conditions of Trust is hereby amended by
replacing the phrase "at least that number of Units" with "that number
of Units which meet the dollar amount requirements."
<PAGE>
(c) Article I of the Standard Terms and Conditions of Trust is
hereby amended to replace the definitions of "Rollover Unitholder,"
"Rollover Notification Date" and "Special Redemption Period" with the
following:
ROLLOVER UNITHOLDER
The terms "Interim Rollover Unitholders" and "Final Rollover
Unitholders" as defined in the Prospectus shall also apply individually to the
term "Rollover Unitholder" provided herein. In addition, any reference to the
"Rollover Unitholder" as it relates exclusively to "Interim Rollover
Unitholders" shall be interpreted to apply only to such Unitholders and any
reference to the "Rollover Unitholder" as it relates exclusively to "Final
Rollover Unitholders" shall be interpreted to apply only to such Unitholders.
ROLLOVER NOTIFICATION DATE
The dates specified in the Prospectus for the "Interim Rollover
Notification Date" and the "Final Rollover Notification Date" in "Summary of
Essential Information" shall also apply individually to the term "Rollover
Notification Date" provided herein. In addition, any reference to the "Rollover
Notification Date" as it relates exclusively to "Interim Rollover Unitholders"
shall be interpreted to apply only to such Unitholders and any reference to the
"Rollover Notification Date" as it relates exclusively to "Final Rollover
Unitholders" shall be interpreted to apply only to such Unitholders.
SPECIAL REDEMPTION PERIOD
The dates specified in the Prospectus for the "Interim Special
Redemption Period" and the "Final Special Redemption Period" in "Summary of
Essential Information" shall also apply individually to the term "Special
Redemption Period" provided herein. In addition, any reference to the "Special
Redemption Period" as it relates exclusively to "Interim Rollover Unitholders"
shall be interpreted to apply only to such Unitholders and any reference to the
"Special Redemption Period" as it relates exclusively to "Final Rollover
Unitholder" shall be interpreted to apply only to such Unitholders.
(d) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as the
Depositor shall direct the Trustee in writing and the Trustee shall have no
responsibility therefor. The Distribution Agent acts solely as disbursing agent
in connection with purchases of Units pursuant to this Section and nothing
herein shall be deemed to constitute the Distribution Agent a broker in such
transactions."
<PAGE>
IN WITNESS WHEREOF, Delaware Management Company, Inc. has caused this
Trust Agreement to be executed by its Chairman, President, General Counsel,
Chief Financial Officer or one of its Vice Presidents and The Chase Manhattan
Bank has caused this Trust Agreement to be signed by one of its Vice Presidents
or Second Vice Presidents all as of the day, month and year first above written.
Delaware Management Company, Inc.,
Depositor
By: /s/ George M. Chamberlain, Jr.
Senior Vice President and Secretary
The Chase Manhattan Bank, Evaluator and
Trustee
By: /s/ Robert Ionescu
<PAGE>
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
Exhibit 3.1
September 4, 1997
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware-Voyageur Unit Investment Trust, Series 12
Ladies/Gentlemen:
We have served as special counsel for Delaware Management Company,
Inc., as Sponsor and Depositor (the "DEPOSITOR") of Delaware-Voyageur Unit
Investment Trust, Series 12 (the "FUND"), in connection with the preparation,
execution and delivery of a Trust Agreement dated September 4, 1997 and a
Standard Terms and Condition of Trust dated May 6, 1997 (collectively, the
Indenture) each of which are between Delaware Management Company, Inc., as
Depositor and The Chase Manhattan Bank, as Evaluator and Trustee, pursuant to
which the Depositor has delivered to and deposited the securities listed in
Schedule A to the Trust Agreement with the Trustee and pursuant to which the
Trustee has issued in the name of the Depositor documents representing units of
fractional undivided interest in and ownership of the Fund created under said
Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Indenture and the
execution and issuance of certificates evidencing the units of the Fund
have been duly authorized; and
2. The certificates evidencing the units of the Fund when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Indenture, will constitute valid and binding
obligations of the Fund and the Depositor in accordance with the terms
thereof.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-33119) relating to the units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
MJK/slm
Exhibit 3.2
September 4, 1997
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware-Voyageur Unit Investment Trust, Series 12
Ladies/Gentlemen:
We have acted as special counsel for Delaware Management Company, Inc.,
Depositor of Delaware-Voyageur Unit Investment Trust, Series 12 (the "FUND"), in
connection with the issuance of units of fractional undivided interest in the
Fund, under a Trust Agreement dated September 4, 1997 and a Standard Terms and
Conditions of Trust dated May 6, 1997 (collectively, the "INDENTURE") each of
which are between Delaware Management Company, Inc., as Depositor and The Chase
Manhattan Bank, as Evaluator and Trustee.
In this connection, we have examined the Registration Statement, the
form of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents as we have
deemed pertinent. The opinions expressed herein assume that a Trust will be
administered, and investments by a Trust from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the Indenture. Each Trust
holds Securities as such term is defined in the Prospectus. For purposes of the
following discussion and opinion, it is assumed that each Security is equity for
Federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
United States Federal income tax law:
i. Each Trust is not an association taxable as a corporation
for Federal income tax purposes; each Unitholder will be treated as the
owner of a pro rata portion of each of the assets of a Trust under the
Internal Revenue Code of 1986 (the "CODE") in the proportion that the
number of Units held by him bears to the total number of Units
outstanding; the income of such Trusts will be treated as income of
<PAGE>
the Unitholders thereof under the Code in the proportion described; and
an item of Trust income will have the same character in the hands of a
Unitholder as it would have in the hands of the Trustee. Each
Unitholder will be considered to have received his pro rata share of
income derived from each Trust asset when such income is considered to
be received by a Trust.
ii. The price a Unitholder pays for his Units, which generally
includes sales charges, is allocated among his pro rata portion of each
Security held by such Trust (in proportion to the fair market values
thereof on the valuation date closest to the date the Unitholder
purchases his Units) in order to determine his tax basis for his pro
rata portion of each Security held by such Trust. For Federal income
tax purposes, a Unitholder's pro rata portion of distributions of cash
or property by a corporation with respect to a Security ("dividends")
as defined by Section 316 of the Code are taxable as ordinary income to
the extent of such corporation's current and accumulated "earnings and
profits." A Unitholder's pro rata portion of dividends paid on such
Security which exceeds such current and accumulated earnings and
profits will first reduce a Unitholder's tax basis in such Security and
to the extent that such dividends exceed a Unitholder's tax basis in
such Security shall be treated as gain from the sale or exchange of
property.
iii Gain or loss will be recognized to a Unitholder (subject
to various nonrecognition provisions under the Code) upon redemption or
sale of his Units, except to the extent an in kind distribution of
stock is received by such Unitholder from a Trust as discussed below.
Such gain or loss is measured by comparing the proceeds of such
redemption or sale with the adjusted basis of his Units. Before
adjustment, such basis would normally be cost if the Unitholder had
acquired his Units by purchase. Such basis will be reduced, but not
below zero, by the Unitholder's pro rata portion of dividends with
respect to each Security which are not taxable as ordinary income.
iv. A Unitholder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust
will generally be considered a capital gain except in the case of a
dealer or a financial institution. A Unitholder's portion of loss, if
any, upon the sale or redemption of Units or the disposition of
Securities held by a Trust will generally be considered a capital loss
(except in the case of a dealer or a financial institution).
Unitholders should consult their tax advisers regarding the recognition
of gains and losses for Federal income tax purposes. In particular,
Rollover Unitholders should be aware that a Rollover Unitholder's loss,
if any, incurred in connection with the exchange of Units for Units in
the next new series of the Voyageur Trusts (the "NEW TRUSTS"), if
offered, will generally be disallowed with respect to the disposition
of any Securities pursuant to such exchange to the extent that such
Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into
account such Unitholder's deemed ownership of securities underlying the
Units in the New Trusts
<PAGE>
in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and
ending 30 days after such disposition. However, any gains incurred in
connection with such an exchange by a Rollover Unitholder would be
recognized.
v. Under the indenture, under certain circumstances, a
Unitholder tendering Units for redemption may request an in kind
distribution of Securities upon the redemption of Units or upon the
termination of the Trust. As previously discussed, prior to the
redemption of Units or the termination of a Trust, a Unitholder is
considered as owning a pro rata portion of each of the particular
Trust's assets. The receipt of an in kind distribution will result in a
Unitholder receiving an undivided interest in whole shares of stock and
possibly cash. The potential federal income tax consequences which may
occur under an in kind distribution with respect to each Security owned
by the Trust will depend upon whether or not a United States Unitholder
receives cash in addition to Securities. A "Security" for this purpose
is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only
receives Securities in exchange for his or her pro rata portion in the
Securities held by the Trust. However, if a Unitholder also receives
cash in exchange for a fractional share of a Security held by the
Trust, such Unitholder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unitholder
and his tax basis in such fractional share of a Security held by the
Trust. The total amount of taxable gains (or losses) recognized upon
such redemption will generally equal the sum of the gain (or loss)
recognized under the rules described above by the redeeming Unitholder
with respect to each Security owned by a Trust.
A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by a Trust
(to the extent such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to the
limitations imposed by Section 246A of the Code.
Section 67 of the Code provides that certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to the
extent they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of the Trusts as
miscellaneous itemized deductions subject to this limitation.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-33119) relating to the Units referred to
about and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
MJK/slm
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072
September 4, 1997
The Chase Manhattan Bank,
as Trustee of
Delaware-Voyageur Unit Investment Trust,
Series 12
Four New York Plaza
New York, New York 10004-2413
Attn: Mr. Thomas Porrazo
Vice President
Re: Delaware-Voyageur Unit Investment Trust,
Series 12, consisting of
Power Five Equity Trust, Series 1
Power Ten Equity Trust, Series 1
Illinois Big Ten Equity Trust, Series 7
Minnesota Big Ten Equity Trust, Series 8
Missouri Big Ten Equity Trust, Series 7
Pacific Ten Equity Trust, Series 3
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust and a related Trust Agreement each dated as of today (collectively, the
"Indenture"), between Delaware Management Company, Inc., as Depositor (the
"Depositor"), and Chase, as Trustee (the "Trustee") and Evaluator, establishing
Delaware-Voyageur Unit Investment Trust, Series 12, which consists of Power Five
Equity Trust, Series 1, Power Ten Equity Trust, Series 1, Illinois Big Ten
Equity Trust, Series 7, Minnesota Big Ten Equity Trust, Series 8, Missouri Big
Ten Equity Trust, Series 7 and Pacific Ten Equity Trust, Series 3 (each, a
"Trust"), and the confirmation by Chase, as Trustee under the Indenture, that it
has registered on the registration books of the Trust the ownership by the
Depositor of a number of units constituting the entire interest in the
respective Trust (such aggregate units being herein called "Units"), each of
which Units represents an undivided interest in the Trust, which consists of
common stocks (including confirmation of contracts for the purchase of certain
<PAGE>
stocks not yet delivered and cash, cash equivalents or an irrevocable letter of
credit in the amount required for such purchase upon the receipt of such
stocks), such stocks being defined in the Indenture as Securities and referenced
in the schedules to the Indenture.
We have examined the Indenture, the Closing Memorandum delivered today
by the parties to the Indenture (the "Closing Memorandum"), and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid and
legally binding obligation of Chase.
3. Chase, as Trustee, has registered on the registration books of the
Trust the ownership of the Units by the Depositor. Upon receipt of confirmation
of the effectiveness of the registration statement for the sale of the Units
filed with the Securities and Exchange Commission under the Securities Act of
1933, the Trustee may cause the Units to be registered in such names as the
Depositor may request, to or upon the order of the Depositor, as provided in the
Closing Memorandum.
4. Chase, as Trustee, may lawfully advance amounts to the Trust and may
be reimbursed, without interest, for any such advances from funds in the
interest and capital accounts, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
SFL:gcm
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072
September 4, 1997
The Chase Manhattan Bank,
as Trustee of
Delaware-Voyageur Unit Investment Trust,
Series 12
Four New York Plaza
New York, New York 10004-2413
Attn: Mr. Thomas Porrazo
Vice President
Re: Delaware-Voyageur Unit Investment Trust,
Series 12, consisting of
Power Five Equity Trust, Series 1
Power Ten Equity Trust, Series 1
Illinois Big Ten Equity Trust, Series 7
Minnesota Big Ten Equity Trust, Series 8
Missouri Big Ten Equity Trust, Series 7
Pacific Ten Equity Trust, Series 3
Dear Sirs:
We are acting as special counsel with respect to New York tax matters
for Delaware-Voyageur Unit Investment Trust, Series 12, which consists of Power
Five Equity Trust, Series 1, Power Ten Equity Trust, Series 1, Illinois Big Ten
Equity Trust, Series 7, Minnesota Big Ten Equity Trust, Series 8, Missouri Big
Ten Equity Trust, Series 7 and Pacific Ten Equity Trust, Series 3 (each, a
"Trust"), which will be established under a certain Standard Terms and
Conditions of Trust and a related Trust Agreement each dated as of today
(collectively, the "Indenture") between Delaware Management Company, Inc., as
Depositor (the "Depositor"), and The Chase Manhattan Bank, as Trustee (the
"Trustee") and Evaluator. Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust (the "Units") will be issued in the
aggregate number set forth in the Indenture.
We have examined and are familiar with originals or certified copies,
or copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or
<PAGE>
appropriate for the purpose of this opinion. In giving this opinion, we have
relied upon the two opinions, each dated today and addressed to the Trustee, of
Chapman and Cutler, counsel for the Depositor, with respect to the matters of
law set forth therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the New
York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of the Trust will be considered the income of the holders of the Units.
We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-33119) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to the
references to our name under the captions "Taxation" and "Legal Opinions" in
such Registration Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
SFL:tbm
EXHIBIT 6(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report included herein and to the
references to our Firm under the heading "Other Matters -- Independent Certified
Public Accountants" in the Prospectus.
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
September 4, 1997
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
September 4, 1997
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware-Voyageur Unit Investment Trust, Series 12 (the "Fund")
Gentlemen:
We have examined Registration Statement File No. 333-33119 for the above
captioned trusts. We hereby acknowledge that The Chase Manhattan Bank is
currently acting as the evaluator for the Fund. We hereby consent to the use in
the Registration Statement of the reference to The Chase Manhattan Bank as
evaluator.
You are hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.
Sincerely,
The Chase Manhattan Bank
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042759
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
<SERIES>
<NUMBER> 1
<NAME> POWER FIVE EQUITY TRUST, SERIES 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-30-1998
<PERIOD-START> SEP-04-1997
<PERIOD-END> SEP-04-1997
<INVESTMENTS-AT-COST> 152,858
<INVESTMENTS-AT-VALUE> 152,858
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 22,798
<TOTAL-ASSETS> 175,656
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,202
<TOTAL-LIABILITIES> 28,202
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,454
<SHARES-COMMON-STOCK> 15,440
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 147,454
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042759
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
<SERIES>
<NUMBER> 2
<NAME> POWER TEN EQUITY TRUST, SERIES 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-30-1998
<PERIOD-START> SEP-04-1997
<PERIOD-END> SEP-04-1997
<INVESTMENTS-AT-COST> 153,222
<INVESTMENTS-AT-VALUE> 153,222
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 22,798
<TOTAL-ASSETS> 176,020
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,215
<TOTAL-LIABILITIES> 28,215
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,805
<SHARES-COMMON-STOCK> 15,477
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 147,805
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042759
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
<SERIES>
<NUMBER> 3
<NAME> ILLINOIS BIG TEN EQUITY TRUST, SERIES 7
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-30-1998
<PERIOD-START> SEP-04-1997
<PERIOD-END> SEP-04-1997
<INVESTMENTS-AT-COST> 153,258
<INVESTMENTS-AT-VALUE> 153,258
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 12,012
<TOTAL-ASSETS> 165,270
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17,430
<TOTAL-LIABILITIES> 17,430
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,840
<SHARES-COMMON-STOCK> 15,481
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 147,840
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042759
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
<SERIES>
<NUMBER> 4
<NAME> MINNESOTA BIG TEN EQUITY TRUST, SERIES 8
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-30-1998
<PERIOD-START> SEP-04-1997
<PERIOD-END> SEP-04-1997
<INVESTMENTS-AT-COST> 151,000
<INVESTMENTS-AT-VALUE> 151,000
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 14,212
<TOTAL-ASSETS> 165,212
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,550
<TOTAL-LIABILITIES> 19,550
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 145,662
<SHARES-COMMON-STOCK> 15,253
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 145,662
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042759
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
<SERIES>
<NUMBER> 5
<NAME> MISSOURI BIG TEN EQUITY TRUST, SERIES 7
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-30-1998
<PERIOD-START> SEP-04-1997
<PERIOD-END> SEP-04-1997
<INVESTMENTS-AT-COST> 153,490
<INVESTMENTS-AT-VALUE> 153,490
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 11,059
<TOTAL-ASSETS> 164,549
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,485
<TOTAL-LIABILITIES> 16,485
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,064
<SHARES-COMMON-STOCK> 15,504
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,064
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042759
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 12
<SERIES>
<NUMBER> 6
<NAME> PACIFIC TEN EQUITY TRUST, SERIES 3
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-30-1998
<PERIOD-START> SEP-04-1997
<PERIOD-END> SEP-04-1997
<INVESTMENTS-AT-COST> 155,210
<INVESTMENTS-AT-VALUE> 155,210
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 17,473
<TOTAL-ASSETS> 172,683
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22,960
<TOTAL-LIABILITIES> 22,960
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,723
<SHARES-COMMON-STOCK> 15,678
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,723
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
