FILE NO: 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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: VOYAGEUR FUND MANAGERS, INC.
C. Complete address of Depositor's principal executive offices:
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
D. Name and complete address of agents for service:
DELAWARE MANAGEMENT COMPANY, INC. CHAPMAN AND CUTLER
Attention: George M. Chamberlain, Jr. Attention: Mark J. Kneedy
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603
E. Title and amount of securities being registered: An indefinite number of
Units of proportionate interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940
F. Proposed maximum offering price to the public of the securities being
registered: Indefinite
G. Amount of registration fee: $0.00
H. Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
/ / Check box if it is proposed that this filing will become effective pursuant
to Rule 487
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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
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
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FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C>
1. (a) Name of trust )
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration
3. Name and address of Trustee ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration
4. Name and address of principal ) Public Offering
underwriter )
5. Organization of trust ) The Trust
6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) *
<PAGE>
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General information regarding ) Rights of Unitholders
trust's securities and rights ) The Trust
of security holders ) Trust Administration
11. Type of securities comprising ) The Trust
units )
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Load, fees, charges and ) Summary of Essential Financial
expenses ) Information
) Public Offering
) Trust Information
) Trust Administration
(b) Certain information regard- ) *
ing periodic payment plan )
certificates )
(c) Certain percentages ) Summary of Essential Financial
) Information
) Public Offering
(d) Certain other fees, ) Public Offering
expenses or charges ) Trust Administration
payable by holders ) Trust Operating Expenses
(e) Certain profits to be ) Public Offering
received by depositor, ) The Trust
principal underwriter, ) Trust Operating Expenses
trustee or affiliated persons )
(f) Ratio of annual charges ) *
to income )
14. Issuance of trust's securities ) The Trust
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
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) Trust Administration
17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Rights of Unitholders
of income )
(b) Reinvestment of distribu- ) Rights of Unitholders
tions )
(c) Reserves or special funds )
) Trust Administration
(d) Schedule of distributions ) Summary of Essential Financial Information
19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration
20. Certain miscellaneous provisions ) Trust Administration
of trust agreement )
21. Loans to security holders ) *
22. Limitations on liability )
) Trust Administration
23. Bonding arrangements ) *
24. Other material provisions of ) *
trust indenture or agreement )
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Trust Administration
26. Fees received by Depositor ) Trust Administration
27. Business of Depositor ) Trust Administration
28. Certain information as to )
officials and affiliated ) *
persons of Depositor )
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29. Companies owning securities of ) *
Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Directors ) *
32. Compensation of Directors ) *
33. Compensation of Employees ) *
34. Compensation to other persons ) Public Offering
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Rights of Unitholders
securities )
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal )
underwriter )
) Trust Administration
(b) N.A.S.D. membership by )
principal underwriter )
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )
(b) Branch offices of principal ) *
underwriter )
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(c) Salesmen of principal ) *
underwriter )
42. Ownership of securities of the ) *
trust )
43. Certain brokerage commissions )
received by principal ) *
underwriter )
44. (a) Method of valuation ) Summary of Essential Financial
) Information
) Public Offering
) Trust Administration
) Rights of Unitholders
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering
to certain persons )
45. Suspension of redemption rights ) Rights of Unitholders
46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption ) *
price )
47. Purchase and sale of interests )
in underlying securities ) Trust Administration
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trust Administration
trustee )
49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Trust Administration
50. Trustee's lien ) Trust Administration
<PAGE>
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's )
securities ) *
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agree- )
ment with respect to )
replacement or elimi- ) The Trust
nation of portfolio )
securities )
(b) Transactions involving )
elimination of underlying ) *
securities )
(c) Policy regarding substitu- ) Trust Administration
tion or elimination of )
underlying securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax status of trust ) Tax Status
) The Trust
VIII. Financial and Statistical Information
54. Trust's securities during ) *
last ten years )
55. )
)
56. Certain information regarding ) *
)
57. Periodic payment certificates )
58. )
59. Financial statements (Instruc- ) Other Matters
<PAGE>
tions 1(c) to Form S-6) )
</TABLE>
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* Inapplicable, omitted, answer negative or not required
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOME
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY 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.
SUBJECT TO COMPLETION DATED ________________
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
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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 _______, 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 Trust"),
Minnesota Big Ten Equity Trust, Series 8 (the "Minnesota Trust"), and Missouri
Big Ten Equity Trust, Series 7 (the "Missouri 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 States of Illinois, Minnesota or Missouri, respectively, and (b) have a
market capitalization in excess of $250 million. The Illinois, Minnesota and
Missouri 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
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 Trust, however, will not invest in common
stocks of limited partnerships. 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." Unless
terminated earlier, the Trusts will terminate on __________, 1998, and any
Securities then held will, within a reasonable time thereafter, be liquidated or
distributed by the Trustee. Any Securities liquidated at termination will be
sold at the then current market value for such Securities; therefore, the amount
distributable in cash to a Unitholder upon termination may be more or less than
the amount such Unitholder paid for his Units. Upon liquidation, Unitholders may
choose either to reinvest their proceeds into one of the next Series of the
Trusts, if available, at a reduced sales charge (according to the schedules set
forth herein) or to receive a cash distribution.
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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 _________, 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 2.75% of the Public Offering Price (1.75% of the Public Offering
Price for Rollover Unitholders) and the maximum deferred sales charge for a
Trust ($0.0175 per Unit). Unitholders will also be assessed a deferred sales
charge of $0.00175, payable on the first day of each month, over a ten month
period commencing _________, 1997, through _________, 1998. 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 1.75% of the Public Offering Price (payable in ten monthly
installments of $0.00175 per Unit during months three through twelve of each
Trust). 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 2.75% of the Public Offering Price
(2.778% 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 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
<PAGE>
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. See "Rights
of Unitholders--Redemption of Units." Units sold or tendered for redemption
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge at
the time of sale or redemption.
TERMINATION. The Trusts will terminate approximately one year and
one month after the Initial Date of Deposit 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. Unitholders of the individual
Trusts may elect to become Rollover Unitholders as described in "Special
Redemption and Rollover in a New Fund" 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 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. Unitholders will have
the option of specifying by the Rollover 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"), on the Special Redemption Date. (Unitholders so
electing are 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 Series of the Trusts (the "1998 FUNDS"), if
offered, at a reduced sales charge (anticipated to be 1.75% of the Public
Offering Price of the 1998 Funds). The Sponsor may, however, stop offering units
of the 1998 Funds 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 1998 Funds will be
distributed shortly after the Special Redemption Date. 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
1998 Funds will contain common stocks of companies satisfying the criteria
established above for each Trust. Rollover Unitholders will receive the amount
of dividends in the Income Account of the Trusts which will be included in the
reinvestment into units of the 1998 Funds. The exchange option described above
is subject to modification, termination or suspension.
<PAGE>
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 are at historically high levels),
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 Flying 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 Flying 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>
<TABLE>
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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: ________, 1997
SPONSOR: DELAWARE MANAGEMENT COMPANY, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK
Power Power Illinois
Five Ten Big Ten
Equity Equity Equity
Trust, Trust, Trust,
Series 1 Series 1 Series 7
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GENERAL INFORMATION
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Number of Units1................................................................
Fractional Undivided Interest in each Trust per Unit............................
Calculation of Public Offering Price per 1000 Units:
Aggregate Offering Price of Securities in Portfolio2...........................
Aggregate Offering Price of Securities per
Unit (times 1,000)........................................................... $990.00 $990.00 $990.00
Plus Maximum Sales Charge of 2.75% (2.778% of the
Aggregate Value of Securities)3.............................................. $27.50 $27.50 $27.50
Less Deferred Sales Charge .................................................. $(17.50) $(17.50) $(17.50)
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Public Offering Price per 1000 Units 3,4........................................ $1,000.00 $1,000.00 $1,000.00
Sponsor's Repurchase and Redemption Price
per 1000 Units...............................................................
Trustee's Annual Fee per 1000 Units.............................................
Estimated Organizational and Offering Expenses
per Unit5....................................................................
Initial Date of Deposit...........................................________, 1997
First Settlement Date.............................................________, 1997
Rollover Notification Date........................................________, 1998
Special Redemption Period...................................Beginning on
_____, 1998 until no later than ______, 1998
Mandatory Termination Date........................................________, 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.
Income and Capital Account Distribution Date..................................................................The final distribution
will be made within a reasonable time of the Mandatory Termination Date to Unitholders of record
as of the Mandatory Termination Date (which is deemed to be the
Income and Capital Account Record Date for purposes of such
distributions).
Evaluation Time....................................................................................As of the close of trading on the
New York Stock Exchange, generally 3:00 p.m. Central 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: ________, 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
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GENERAL INFORMATION
Number of Units1................................................................
Fractional Undivided Interest in each Trust per Unit............................
Calculation of Public Offering Price per 1000 Units:
Aggregate Offering Price of Securities in Portfolio2...........................
Aggregate Offering Price of Securities per
Unit (times 1,000)........................................................... $990.00 $990.00 $990.00
Plus Maximum Sales Charge of 2.75% (2.778% of the
Aggregate Value of Securities)3.............................................. $27.50 $27.50 $27.50
Less Deferred Sales Charge .................................................. $(17.50) $(17.50) $(17.50)
-------- -------- --------
Public Offering Price per 1000 Units 3,4........................................ $1,000.00 $1,000.00 $1,000.00
Sponsor's Repurchase and Redemption Price
per 1000 Units...............................................................
Trustee's Annual Fee per 1000 Units.............................................
Estimated Organizational and Offering Expenses
per Unit5....................................................................
Initial Date of Deposit...........................................________, 1997
First Settlement Date.............................................________, 1997
Rollover Notification Date........................................________, 1998
Special Redemption Period...................................Beginning on
______, 1998 until no later than ______, 1998
Mandatory Termination Date........................................________, 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.
Income and Capital Account Distribution Date..................................................................The final distribution
will be made within a reasonable time of the Mandatory Termination Date to Unitholders of record
as of the Mandatory Termination Date (which is deemed to be the
Income and Capital Account Record Date for purposes of such
distributions).
Evaluation Time....................................................................................As of the close of trading on the
New York Stock Exchange, generally 3:00 p.m. Central Time
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<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 $0.99. 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 2.75% of the Public
Offering Price and the amount of the maximum deferred sales charge of
$0.0175 per Unit. 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. In addition to the initial sales
charge, Unitholders will pay a deferred sales charge of $0.00175 per
Unit commencing ________, 1997 and on the 1st day of each month
thereafter through ______, 1998. 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 2.75% of the Public Offering Price (2.778% 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.
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.
<PAGE>
FEE TABLE
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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 one year 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 each year into a new Trust subject only to the deferred sales
charge and annual trust operating expenses.
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<TABLE>
<CAPTION>
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
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<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)........................................... 1.00% 1 $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)...................................................... 1.75% 2 $17.50
----- -----
Maximum Total Sales Charge ......................................................... 2.75% $27.50
===== ======
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%3 $1.04
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.75% of the Public Offering Price) and the
maximum deferred sales charge ($17.50 per 1,000 Units) and would exceed 1%
if the Public Offering Price exceeds $1.00 per Unit.
2 The actual fee is $1.75 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted during months 3 through 12 of a
Trust. 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 $1.00 per Unit, the deferred portion of the
sales charge will be less than 1.75%; if the Unit price is less than $1.00
per Unit, the deferred portion of the sales charge will exceed 1.75%.
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.
3 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.
<PAGE>
EXAMPLE
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
An investor would pay the following $30 $72
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 one year 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 each year 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.
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 or 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 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.
<PAGE>
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.
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.
<PAGE>
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 TRUST. The Illinois 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 TRUST. The Minnesota 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 TRUST. The Missouri 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 TRUST. The Pacific 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 a Trust. The
Illinois, Minnesota and Missouri 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 Trust will not invest in common stocks of limited partnerships. 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.
<PAGE>
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 thirteen months 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.
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. The comparative calculations of the total return
figures and the value of $10,000 invested on January 1, 1982 set forth below for
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. 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
<PAGE>
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 have recently suspended, or
announced that they intend to suspend, their dividends even though such
companies are not eligible to be included in the Illinois, Minnesota or Missouri
Big Ten Trusts. 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 such a pool on 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.
COMPARISON OF TOTAL RETURNS 1
<TABLE>
<CAPTION>
Hypothetical Strategy Total Returns
----------------------------------------------------------------------- Index Total Returns
Year Ended Power Power Illinois Minnesota Missouri Pacific -------------------
12/31 Five Ten Big Ten Big Ten Big Ten Ten DJIA 2 S&P 500 3
- ------------- ---- --- ------- ------- ------- --- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1982 32.55% 40.93% 38.04% 17.35% 26.04% 21.11%
1983 33.13 23.52 30.19 20.53 38.91 22.37
1984 19.49 1.87 -0.36 3.71 6.43 6.11
1985 38.26 47.37 30.23 23.26 29.44 32.03
1986 22.80 17.98 10.53 19.71 34.79 18.55
1987 4.34 4.02 2.78 3.18 6.07 5.22
1988 26.35 17.52 40.09 17.25 21.63 16.82
1989 26.94 33.04 34.99 36.72 26.45 31.53
1990 -19.51 2.26 -11.88 -0.88 -7.57 -3.18
1991 55.62 42.21 51.13 31.11 35.09 30.57
1992 18.46 20.15 18.66 18.38 7.85 7.69
1993 24.73 8.48 23.93 13.03 26.92 9.99
1994 2.24 0.37 -3.39 6.19 4.15 1.29
1995 55.78 27.32 24.42 38.99 36.95 37.59
1996 15.12 17.23 24.32 45.46 29.11 22.96
1997 thru
6/30
</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 Flying
Five, High 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.
There can be no assurance that the Portfolios of the Trusts will
outperform the S&P 500 or the DJIA over the life of the Trusts.
The chart below represents past performance of 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 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 ____%, _____%, 22.24%, 19.37%, 19.60%, 18.87%, 20.64%, and 16.75%,
respectively. The chart reflects a hypothetical assumption that $10,000 was
invested on January 1, 1982 and the investment strategy followed for 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 or the S&P 500 over their approximately one-year
life or over consecutive rollover periods, if available.
VALUE OF $10,000 INVESTED ON JANUARY 1, 1982
<TABLE>
<CAPTION>
Index Total Returns
Year Ended Power Power Illinois Minnesota Missouri Pacific -------------------
12/31 Five Ten Big Ten Big Ten Big Ten Ten DJIA 2 S&P 500 3
- ------------- ---- --- ------- ------- ------- --- ---- -------
<S> <C> <C> <C> <C> <C> <C>
1982 $ 13,255 $ 14,093 $ 13,804 $ 11,735 $ 12,604 $ 12,111
1983 17,646 17,408 17,971 14,144 17,508 14,820
1984 21,086 17,733 17,907 14,669 18,634 15,726
1985 29,153 26,133 23,320 18,081 24,120 20,763
1986 35,800 30,832 25,776 21,644 32,511 24,614
1987 37,354 32,072 26,492 22,331 34,485 25,899
1988 47,196 37,691 37,113 26,183 41,944 30,255
1989 59,911 50,144 50,099 35,799 53,038 39,795
1990 48,222 51,277 44,147 35,485 49,023 38,529
1991 75,044 72,921 66,719 46,524 66,225 50,308
1992 88,897 87,614 79,169 55,074 71,423 54,176
1993 110,881 95,044 98,114 62,253 90,651 59,589
1994 113,365 95,396 94,788 66,108 94,413 60,357
1995 176,599 121,458 117,935 91,883 129,298 83,046
1996 203,301 142,385 146,616 133,656 166,937 102,113
1997 thru
6/30
</TABLE>
<PAGE>
Past performance of any series may not be indicative of results of
future series. 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 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, 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 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 than those of the S&P 500 and DJIA.
TRUST PORTFOLIO
POWER FIVE
The Flying Five Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
[insert company descriptions]
POWER TEN
The High Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
[insert company descriptions]
ILLINOIS BIG TEN
The Illinois Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
MINNESOTA BIG TEN
The Minnesota Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
<PAGE>
MISSOURI BIG TEN
The Missouri Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
PACIFIC TEN
The Pacific Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."
GENERAL. Investors should note that the previous criteria were
applied to the Equity 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.
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."
<PAGE>
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. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the 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. 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.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of the
entity, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Cumulative preferred stock dividends
must be paid before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders of
cumulative preferred stock. Preferred stockholders are also generally entitled
to rights on liquidation which are senior to those of common stockholders.
<PAGE>
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 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
<PAGE>
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.
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.
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 each Security 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. The price a Unitholder pays for his Units, generally
<PAGE>
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, any such capital gain
will be short-term unless a Unitholder has held his Units for more than one
year.
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) and, in general, will be long-term if the Unitholder has
held his Units for more than one year (the date on which the Units are acquired
(I.E., the "TRADE DATE") is excluded for purposes of determining whether the
Units have been held for more than one year). A 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) and, in general, will be long-term if the
Unitholder has held his Units for more than one year. 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 next new series of the Trusts (the "1998 FUNDS") will
generally be disallowed with respect to the disposition of any Securities
pursuant to such exchange to the extent that such Unitholder is considered the
owner of substantially identical securities under the wash sale provisions of
the Code taking into account such Unitholder's deemed ownership of the
securities underlying the Units in the 1998 Funds 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
<PAGE>
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 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 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 short-term
<PAGE>
capital loss for a taxable year) are subject to a maximum marginal stated tax
rate of 28%. However, it should be noted that legislative proposals are
introduced from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed.
"The Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax
rates on ordinary income while capital gains remained subject to a 28% maximum
stated rate for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders 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.
Legislative proposals have been made that would treat certain
transactions designated to reduce or eliminate risk of loss and opportunities
for gain as constructive sales for purposes of recognition of gain (but not
loss). Unitholders should consult their own tax advisers with regard to any such
constructive sale rules.
As discussed in "Rights of Unitholders--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 Units for Units of a 1998 Fund
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 the 1998 Fund 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.
<PAGE>
TRUST OPERATING EXPENSES
COMPENSATION OF SPONSOR. With the exception of brokerage fees
discussed above, 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 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
<PAGE>
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."
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 (2.75% of the Public Offering Price) and the
maximum deferred sales charge for each Trust ($0.0175 per Unit). Unitholders
will also be assessed a deferred sales charge of $0.00175, payable monthly, over
a ten month period commencing ________, 1997, and on the 1st day of each month
thereafter, through _____, 1998. 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 1.75% of the Public
Offering Price (payable in ten monthly installments of $0.00175 per Unit during
months 3 through 12 of a Trust). 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 2.75% of the Public Offering Price
(2.778% 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):
<TABLE>
<CAPTION>
Aggregate Dollar Value Dollar Amount of Sales Charge
of Units Purchased Reduction Per Dollar Invested *
------------------ -------------------------------
<S> <C>
$100,000 - $249,999 ................................ $.0065
$250,000 or More.................................... $.0100
</TABLE>
* 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
<PAGE>
deferred sales charges. Employees, officers and directors (including their
immediate family 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 (2.75% of the Public Offering Price) and the maximum deferred sales charge
for each Trust ($0.0175 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
Trustee. 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 $0.00175 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
<PAGE>
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 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 2.75% 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 by the selling dealer or agent. Sales will be made to brokers, dealers and
agents which represent a concession or agency commission of $.02 per Unit for
primary sales. Brokers, dealers and agents will receive a concession or agency
commission of $.01 per Unit on purchases by Rollover Unitholders. 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. Volume concessions or agency commissions of an additional $.001
per Unit will be given to any broker dealer, bank or other financial
intermediary who purchases Units from the Distributor during the initial
offering period and who agree to underwrite a portion of Units of the next unit
investment trust investing in fixed income securities made available by the
Sponsor.
<PAGE>
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 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.
<PAGE>
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 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 prior to such time as the entire deferred sales charge on such Units has
been collected will be assessed the amount of the remaining deferred sales
charge at the time of sale.
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.
<PAGE>
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.
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 annually on the
Capital Account Distribution Date to Unitholders of record on the preceding
Capital Account Record Date. 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.
<PAGE>
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.
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.
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. 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
<PAGE>
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.
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 cancelled.
Units tendered for redemption prior to such time as the entire deferred sales
charge on such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of redemption.
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. It is expected that a
special redemption will be made of all Units of a Trust held by any Unitholder
(a "ROLLOVER UNITHOLDER") who affirmatively notifies the Trustee in writing that
he desires to roll over his Units by the Rollover Notification Date specified in
the "Summary of Essential Financial Information."
All Units of Rollover Unitholders will be redeemed during the
Special Redemption Period and the underlying Securities will be distributed to
the Distribution Agent on behalf of the Rollover Unitholders. During the 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 Special Redemption and Liquidation Period.
The Sponsor does not anticipate that the period will be 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
Special Redemption and Liquidation Period; for less liquid Securities, on each
of the first two days of the Special Redemption and Liquidation Period, the
Sponsor will generally sell any amount of any underlying Securities at a price
no less than 1/2 of one point under the 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
numerator of which is one and the denominator of which is the total number of
days remaining (including that day) in the Special Redemption and Liquidation
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
<PAGE>
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 1998 Fund (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 1998 Fund. The proceeds of
redemption available on each day will be used to buy 1998 Fund units in the
portfolio as the proceeds become available.
The Sponsor intends to create the 1998 Fund as quickly as possible
after the commencement of the Special Redemption Date, dependent upon the
availability and reasonably favorable prices of the Securities included in the
1998 Fund portfolio, and it is intended that Rollover Unitholders will be given
first priority to purchase the 1998 Fund units. There can be no assurance,
however, as to the exact timing of the creation of the 1998 Fund units or the
aggregate number of 1998 Fund 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 the Special Redemption have been invested
on behalf of Rollover Unitholders. Cash which has not been invested on behalf of
the Rollover Unitholders in 1998 Fund units will be distributed shortly after
the Special Redemption Date.
Any Rollover Unitholder may thus be redeemed out of the Fund and
become a holder of an entirely different unit investment trust in the 1998 Fund
with a different portfolio of Securities. The Rollover Unitholders' Units will
be redeemed and the distributed Securities shall be sold during the Special
Redemption Period. In accordance with the Rollover Unitholders' offer to
purchase the 1998 Fund units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the 1998 Fund portfolio at the
public offering price, including the applicable sales charge per Unit (which for
Rollover Unitholders is currently expected to be 1.75% of the Public Offering
Price of the 1998 Fund units).
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 year, 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 the 1998 Fund and
each subsequent series of the Fund, approximately a year after that Series'
creation.
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
<PAGE>
favorable average unit price than if they bought all their units of the 1998
Fund on any given day of the period.
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 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. 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 ("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 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 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.
The Sponsor may, for any reason, decide not to sponsor the 1998 Fund
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 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 1998 Fund or any
subsequent series of the Fund. The Sponsor may also modify the terms of the
Special Redemption and Rollover in the 1998 Fund upon notice to the Unitholders
prior to the Rollover Notification Date specified in the related "Summary of
Essential Financial Information."
<PAGE>
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 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.
<PAGE>
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 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. Unitholders 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,
<PAGE>
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 one month, 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.
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.
<PAGE>
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 June 30, 1997, affiliates of DMH, including the Sponsor, had
assets under management of over $38 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 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.
<PAGE>
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.
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.
<PAGE>
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.
<PAGE>
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.
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 _______, 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 ______, 1997, in conformity with
generally accepted accounting principles.
Minneapolis, Minnesota
__________, 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, ________, 1997
<TABLE>
<CAPTION>
Power Power Illinois
Five Ten Big Ten
Series 1 Series 1 Series 7
-------- -------- --------
INVESTMENT IN SECURITIES
<S> <C> <C> <C>
Contracts to Purchase Securities 1.......................... $ $ $
Organizational and Offering Costs 2......................... -------------- -------------- --------------
Total................................................ $ $ $
============== ============== ==============
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs 2................. $ $ $
Payment of Deferred Portion of Sales Charge 3............... -------------- -------------- --------------
Total Liabilities........................................... $ $ $
============== ============== ==============
Interest of Unitholders (number of Units) of
fractional undivided interest outstanding:
Cost to Investors 4......................................... $ $ $
Gross Underwriting Commission 4,5........................... -------------- -------------- --------------
Net Amount Applicable to Unitholders........................ $ $ $
-------------- -------------- --------------
Total ................................................ $ $ $
============== ============== ==============
</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 $__________ 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 $__________,
$__________, $2,000,000, $4,000000, $2,000,000 and $2,000,000 for the
Power Five Series 1, Power Ten Series 1, Illinois Big Ten Series 7,
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 $17.50 per
1,000 units payable in monthly installments on the 1st day of each month
from _____, 1997 through _____, 1998. 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 ______, 1998, 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 $.019
per Unit.
<PAGE>
<TABLE>
<CAPTION>
Minnesota Missouri Pacific
Big Ten Big Ten Ten
Series 8 Series 7 Series 3
-------- -------- --------
INVESTMENT IN SECURITIES
<S> <C> <C> <C>
Contracts to Purchase Securities 1................................... $ $ $
Organizational and Offering Costs 2.................................. -------------- -------------- ------------
Total......................................................... $ $ $
============== ============== ============
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs 2.......................... $ $ $
Payment of Deferred Portion of Sales Charge 3........................ -------------- -------------- ------------
Total Liabilities.................................................... $ $ $
============== ============== ============
Interest of Unitholders (number of Units) of fractional
undivided interest outstanding:
Cost to Investors 4.................................................. $ $ $
Gross Underwriting Commission 4,5.................................... -------------- -------------- ------------
Net Amount Applicable to Unitholders................................. $ $ $
-------------- -------------- ------------
Total ......................................................... $ $ $
============== ============== ============
</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 $__________ 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 $__________,
$__________, $2,000,000, $4,000000, $2,000,000 and $2,000,000 for the
Power Five Series 1, Power Ten Series 1, Illinois Big Ten Series 7,
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 $17.50 per
1,000 units payable in monthly installments on the 1st day of each month
from _____, 1997 through _____, 1998. 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 ______, 1998, 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 $.019
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: _______, 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>
Total 100.00% $
======= =========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page __.
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: _______, 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>
Total 100.00% $
======= =========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on 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: _______, 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>
Total 100.00% $
======= =========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page __.
<PAGE>
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: _________, 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>
Total 100.00% $
======= =========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on 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: ________, 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>
Total 100.00% $
======= =========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page __.
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: ________, 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>
Total 100.00% $
======= =========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page __.
-46-
<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 ______, 1997 and are expected to settle on _______, 1997. The
aggregate purchase price (excluding commissions) for the securities
deposited in each Trust is $______, $______, $______, $______, $______
and $_______, 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 _______, 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 ________, 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..............................10
Trust Portfolio..................................................15
Risk Factors.....................................................17
Taxation.........................................................19
Trust Operating Expenses.........................................24
Public Offering..................................................25
Rights of Unitholders............................................29
Trust Administration.............................................36
Other Matters....................................................41
Independent Auditors' Report.....................................42
Statements of Net Assets.........................................43
Schedule of Investments..........................................45
Notes to Schedule of Investments.................................47
================================================================================
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.
PROSPECTUS
================================================================================
_______________,1997
DELAWARE-VOYAGEUR UNIT
INVESTMENT TRUST,
SERIES 12
POWER FIVE EQUITY TRUST,
SERIES 1
POWER TEN EQUITY TRUST,L
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, PENNSYLVANIA 19103
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
UIT-EQPR11 7-97
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants, rating services and
legal counsel
The following exhibits:
1.1 Standard Terms and Conditions of Trust - Delaware-Voyageur Unit
Investment Trust Series 11 and Certain Subsequent Series, dated July 8,
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. 333-30041) filed on behalf of
Delaware-Voyageur Unit Investment Trust, Series 11).
1.2 Form of Trust Indenture and Agreement for Delaware-Voyageur Unit
Investment Trust, Series 12 (to be filed by Amendment).
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 "Tax Status" and "Legal Opinions" in the Prospectus and
opinion of counsel as to Federal income tax status of the securities
being registered (to be filed by Amendment).
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. Not Applicable.
5. Financial Data Schedules filed electronically as Exhibit(s) 27 pursuant
to Rule 401 of Regulation S-T (to be filed by Amendment).
6. Written Consents
(a) Consent of The Chase Manhattan Bank (to be filed by Amendment)
(b) Consent of KPMG Peat Marwick LLP (to be filed by Amendment)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Delaware-Voyageur Unit Investment Trust, Series 12, has duly caused
this 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 7th day of August, 1997.
DELAWARE-VOYAGEUR UNIT INVESTMENT
TRUST, SERIES 12
(Registrant)
By: Delaware Management Company, Inc.
(Depositor)
By 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 by the following persons in the
capacities and on August 7, 1997.
SIGNATURE TITLE
Wayne A. Stork
- -------------------------
Wayne A. Stork President, Chief Executive Officer and Chief
Investment Officer
David K. Downes
- -------------------------
David K. Downes Executive Vice President, Chief Operating Officer,
Chief Financial Officer, Treasurer and Director
George M. Chamberlain, Jr.
- -------------------------
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director
Richard G. Unruh
- -------------------------
Richard G. Unruh Director
