Registration No. 333-41803
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
FT 233
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on January 15, 1998 at 2:00 p.m. pursuant to Rule
487.
________________________________
FT 233
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
Form N-8B-2 Item Number Form S-6 Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each depositor Information as to
Sponsor, Trustee and
Evaluator
3. Name and address of trustee Information as to
Sponsor, Trustee and
Evaluator
4. Name and address of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
5. State of organization of trust The FT Series
6. Execution and termination of Other Information
trust agreement
7. Changes of name *
8. Fiscal year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Public Offering
securities
(b) Cumulative or distributive The FT Series
securities
(c) Redemption Rights of Unitholders
(d) Conversion, transfer, etc. Rights of Unitholders
(e) Periodic payment plan *
(f) Voting rights Rights of Unitholders
(g) Notice of certificateholders Other Information
(h) Consents required Rights of Unitholders;
Other Information
(i) Other provisions The FT Series
11. Types of securities comprising The FT Series
units Schedule of
Investments
12. Certain information regarding
periodic payment certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The FT
Series
(b) Certain information regarding
periodic payment certificates *
(c) Certain percentages Summary of Essential
Information; The FT
Series; Public
Offering
(d) Certain other fees, etc.
payable by holders Rights of Units
Holders
(e) Certain profits receivable
by depositor, principal,
underwriters, trustee or The FT Series
affiliated persons
(f) Ratio of annual charges *
to income
14. Issuance of trust's securities Rights of Unit Holders
15. Receipt and handling of payments
from purchasers *
16. Acquisition and disposition of
underlying securities The FT Series; Rights
of Unit Holders;
17. Withdrawal or redemption The FT Series; Public
Offering; Rights of
Unit Holders
18. (a) Receipt, custody and Rights of Unit Holders
disposition of income
(b) Reinvestment of distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and reports Rights of Unit Holders
20. Certain miscellaneous provisions
of trust agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal Information as
and successor to Sponsor, Trustee
and Evaluator
(e) and (f) Depositor, removal Information as
and successor to Sponsor, Trustee
and Evaluator
21. Loans to security holders *
22. Limitations on liability The FT Series;
Information as to
Sponsor, Trustee
and Evaluator
23. Bonding arrangements Contents of
Registration
Statement
24. Other material provisions *
of trust agreement
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to
officials and affiliated *
persons of depositor
29. Voting securities of depositor *
30. Persons controlling depositor *
31. Payment by depositor for certain
services rendered to trust *
32. Payment by depositor for certain
other services rendered to trust *
33. Remuneration of employees of
depositor for certain services
rendered to trust *
34. Remuneration of other persons
for certain services rendered *
to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's Public Offering
securities by states
36. Suspension of sales of trust's
securities *
37. Revocation of authority to *
distribute
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as
underwriters to Sponsor, Trustee
and Evaluator
(b) N.A.S.D. membership of
principal underwriters Information as to
Sponsor, Trustee and
Evaluator
40. Certain fees received by See Items 13(a) and
principal underwriters 13(e)
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal *
underwriters
42. Ownership of trust's securities
by certain persons *
43. Certain brokerage commissions
received by principal *
underwriters
44. (a) Method of valuation Summary of Essential
Information; The FT
Series, Public
Offering
(b) Schedule as to offering *
price
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption rights *
46. (a) Redemption valuation Rights of Unit Holders
(b) Schedule as to redemption *
price
47. Maintenance of position in Public Offering;
underlying securities Rights
of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of Information as
trustee to Sponsor, Trustee
and Evaluator
49. Fees and expenses of trustee The FT Series
50. Trustee's lien The FT Series
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OF
SECURITIES
51. Insurance of holders of
trust's securities *
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust The FT Series;
agreement with respect to Rights of Unit Holders
selection or elimination of
underlying securities
(b) Transactions involving
elimination of underlying *
securities
(c) Policy regarding substitution The FT Series;
or elimination of underlying Rights of Unit Holders
securities
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust The FT Series
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during *
last ten years
55.
56.
57. Certain information regarding
periodic payment certificates *
58.
59. Financial statements Report of Independent
(Instruction 1(c) to Form S-6) Auditors
Statement of Net
Assets
* Inapplicable, answer negative or not required.
First Trust (registered trademark)
America's Leading Brands Growth Trust, Series 3
Business Services 2000 Growth Trust Series
Financial Services Growth Trust, Series 4
Investment Services Growth Trust, Series 3
Pharmaceutical Growth Trust, Series 4
Technology Growth Trust, Series 7
The Trusts. FT 233 consists of the underlying separate unit investment
trusts set forth above. The various trusts are sometimes collectively
referred to herein as the "Trusts" and individually as a "Trust."
The objective of each Trust is to provide for potential capital
appreciation by investing the Trust's portfolio in common stocks (the
"Equity Securities") of companies in the respective industries
represented by each Trust. See "Schedule of Investments" for each Trust.
Each Trust has a mandatory termination date ("Mandatory Termination
Date" or "Trust Ending Date") as set forth under "Summary of Essential
Information" for each Trust. There is, of course, no guarantee that the
objective of the Trusts will be achieved.
Each Unit of a Trust represents an undivided fractional interest in all
the Equity Securities deposited in such Trust. The Equity Securities
deposited in each Trust's portfolio have no fixed maturity date and the
value of these underlying Equity Securities will fluctuate with changes
in the values of stocks in general. See "Portfolio."
The Sponsor may, from time to time during a period of up to
approximately 360 days after the Initial Date of Deposit, deposit
additional Equity Securities or cash (including a letter of credit) with
instructions to purchase additional Equity Securities in the Trusts.
Such deposits of additional Equity Securities will be done in such a
manner that the original proportionate relationship amongst the
individual issues of the Equity Securities in each Trust shall be
maintained. Any deposit by the Sponsor of additional Equity Securities,
or the purchase of additional Equity Securities pursuant to a cash
deposit, will duplicate, as nearly as is practicable, the original
proportionate relationship established on the Initial Date of Deposit,
and not the actual proportionate relationship on the subsequent date of
deposit, since the two may differ. Any such difference may be due to the
sale, redemption or liquidation of any Equity Securities deposited in
the Trusts on the Initial, or any subsequent, Date of Deposit. See "What
is the FT Series?" and "Rights of Unit Holders-How May Equity Securities
be Removed from a Trust?"
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Nike Securities L.P.
Sponsor of First Trust (registered trademark)
1-800-621-9533
The date of this Prospectus is January 15, 1998
Page 1
Public Offering Price. The Public Offering Price per Unit of each Trust
during the initial offering period is equal to the aggregate underlying
value of the Equity Securities in such Trust (generally determined by
the closing sale prices of listed Equity Securities and the ask prices
of over-the-counter traded Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of such
Trust, plus an initial sales charge equal to the difference between the
maximum sales charge of 4.5% of the Public Offering Price and the
maximum remaining deferred sales charge, initially $.35 per Unit.
Commencing on August 20, 1998, and on the twentieth day of each month
thereafter (or if such date is not a business day, on the preceding
business day) through December 18, 1998, a deferred sales charge of $.07
will be assessed per Unit per month. Units purchased subsequent to the
initial deferred sales charge payment but still during the initial
offering period will be subject to the initial sales charge and the
remaining deferred sales charge payments not yet collected. The deferred
sales charge will be paid from funds in the Income and/or Capital
Accounts, if sufficient, or from the periodic sale of Equity Securities.
The total maximum sales charge assessed to Unit holders on a per Unit
basis will be 4.5% of the Public Offering Price (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge),
subject to a reduction beginning January 29, 1999. A pro rata share of
accumulated dividends, if any, in the Income Account of a Trust is
included in the Public Offering Price. Upon completion of the deferred
sales charge period, the secondary market Public Offering Price per Unit
for a Trust will not include deferred payments, but will instead include
only a one-time initial sales charge of 4.5% of the Public Offering
Price (equivalent to 4.712% of the net amount invested), which will be
reduced by 1/2 of 1% on each January 29, commencing January 29, 1999 to
a minimum sales charge of 3.0%. The minimum amount which an investor may
purchase of a Trust is $1,000 ($500 for Individual Retirement Accounts
or other retirement plans). The sales charge of a Trust is reduced on
a graduated scale for sales involving at least $50,000. See "Public
Offering-How is the Public Offering Price Determined?"
UNITS OF THE TRUSTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY BANK, AND UNITS ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND INVOLVE INVESTMENT RISK
INCLUDING LOSS OF PRINCIPAL.
Dividend and Capital Distributions. Distributions of dividends and
capital, if any, received by a Trust, net of expenses of such Trust,
will be paid on the Distribution Date to Unit holders of record on the
Record Date as set forth in the "Summary of Essential Information" for
each Trust. Distributions of funds in the Capital Account, if any, will
be made at least annually in December of each year. Any distribution of
income and/or capital will be net of the expenses of the respective
Trust. See "What is the Federal Tax Status of Unit Holders?"
Additionally, upon termination of the Trusts, the Trustee will
distribute, upon surrender of Units for redemption, to each Unit holder
his pro rata share of a Trust's assets, less expenses, in the manner set
forth under "Rights of Unit Holders-How are Income and Capital
Distributed?"
Secondary Market for Units. After the initial offering period, while
under no obligation to do so, the Sponsor intends to maintain a market
for Units of the Trusts and offer to repurchase such Units at prices
which are based on the aggregate underlying value of Equity Securities
in such Trusts (generally determined by the closing sale prices of
listed Equity Securities and the bid prices of over-the-counter traded
Equity Securities) plus or minus cash, if any, in the Capital and Income
Accounts of such Trusts. If a secondary market is maintained during the
initial offering period, the prices at which Units will be repurchased
will also be based upon the aggregate underlying value of the Equity
Securities in the Trusts (generally determined by the closing sale
prices of listed Equity Securities and the ask prices of over-the-
counter traded Equity Securities) plus or minus cash, if any, in the
Capital and Income Accounts of such Trusts. If a secondary market is not
maintained, a Unit holder may redeem Units through redemption at prices
based upon the aggregate underlying value of the Equity Securities in a
Trust (generally determined by the closing sale prices of listed Equity
Securities and either the ask prices (during the initial offering
period) or the bid prices (subsequent to the initial offering period) of
over-the-counter traded Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of a Trust. A
Unit holder tendering 2,500 Units or more of a Trust for redemption may
request a distribution of shares of Equity Securities (reduced by
customary transfer and registration charges) (an "In-Kind Distribution")
in lieu of payment in cash. See "Rights of Unit Holders-How May Units be
Redeemed?" Any deferred sales charge remaining on Units at the time of
their sale or redemption will be collected at that time. See "Rights of
Unit Holders-How May Units be Redeemed?"
Page 2
Termination. Commencing no later than the Mandatory Termination Date,
Equity Securities will begin to be sold as prescribed by the Sponsor.
The Trustee will provide written notice of any termination of the Trusts
to Unit holders which will specify when Unit holders may surrender their
certificates for cancellation and will include with such notice a form
to enable Unit holders to elect an In-Kind Distribution if such Unit
holder owns at least 2,500 Units of a Trust, rather than to receive
payment in cash for such Unit holder's pro rata share of the amounts
realized upon the disposition by the Trustee of Equity Securities. To be
effective, the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned to the
Trustee at least ten business days prior to the Mandatory Termination
Date. Unit holders not electing a distribution of shares of Equity
Securities will receive a cash distribution within a reasonable time
after a Trust is terminated. See "Rights of Unit Holders-How are Income
and Capital Distributed?" and "Other Information-How May the Indenture
be Amended or Terminated?"
Risk Factors. An investment in a Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the possible deterioration of either the financial condition of
the issuers of the Equity Securities or the general condition of the
stock market, changes in interest rates and economic recession.
Volatility in the market price of the Equity Securities in a Trust also
changes the value of the Units of the Trusts. Unit holders tendering
Units for redemption during periods of market volatility may receive
redemption proceeds which are more or less than they paid for the Units.
The Trusts' portfolios are not managed and Equity Securities will not be
sold by the Trusts regardless of market fluctuations, although certain
Equity Securities may be sold under certain limited circumstances. For
further information concerning these risk factors as well as a
discussion of additional risks specific to each Trust, see "What are the
Equity Securities?-Risk Factors."
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-January 15, 1998
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
America's Business Financial
Leading Brands Services 2000 Services
Growth Trust Growth Trust Growth Trust
Series 3 Series Series 4
____________ ____________ ____________
<S> <C> <C> <C>
General Information
Initial Number of Units (1) 15,103 15,147 15,041
Fractional Undivided Interest in the Trust per Unit (1) 1/15,103 1/15,147 1/15,041
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities in Portfolio (2) $ 149,519 $ 149,961 $ 148,908
Aggregate Offering Price Evaluation of Equity Securities per Unit $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.5% of the Public Offering Price
per Unit (4.545% of the net amount invested, exclusive
of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (3) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less deferred sales charge) (4) $ 9.550 $ 9.550 $ 9.550
CUSIP Number 30264N 453 30264N 404 30264N 412
Trustee's Annual Fee per Unit outstanding $ .0096 $ .0096 $ .0096
Evaluator's Annual Fee per Unit outstanding (5) $ .0030 $ .0030 $ .0030
Maximum Supervisory Fee per Unit outstanding (6) $ .0035 $ .0035 $ .0035
Estimated Annual Amortization of Organizational and
Offering Costs per Unit outstanding (7) $ .0045 $ .0045 $ .0045
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date January 21, 1998
Mandatory Termination Date January 15, 2003
Discretionary Liquidation Amount A Trust may be terminated if the value thereof is less than the lower of
$2,000,000 or 20% of the total value of Equity Securities deposited in such
Trust during the initial offering period.
Income Distribution Record Date Fifteenth day of each June and December commencing June 15, 1998.
Income Distribution Date (8) Last day of each June and December commencing June 30, 1998.
_____________
<FN>
(1) As of the close of business on the Initial Date of Deposit, the
number of Units of a Trust may be adjusted so that the Public Offering
Price per Unit will equal approximately $10.00. Therefore, to the extent
of any such adjustment, the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.
(2) Each listed Equity Security is valued at the last closing sale price,
or if no such price exists or if the Equity Security is not so listed,
at the closing ask price thereof.
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering" for
additional information regarding these charges. During the initial
offering period, Units purchased subsequent to the initial deferred
sales charge payment will be subject to the initial sales charge and the
remaining deferred sales charge payments not yet collected. These
deferred sales charge payments will be paid from funds in the Income
and/or Capital Accounts, if sufficient, or from the periodic sale of
Equity Securities. Commencing on December 21, 1998, the secondary market
sales charge will not include the deferred sales charge payments but will
instead include only a one-time initial sales charge of 4.5% of the
Public Offering Price and will decrease by 1/2 of 1% on each subsequent
January 29, commencing January 29, 1999 to a minimum sales charge of
3.0% as described under "Public Offering." On the Initial Date of
Deposit there will be no accumulated dividends in the Income Account.
Anyone ordering Units after such date will pay a pro rata share of any
accumulated dividends in such Income Account. The Public Offering Price
as shown reflects the value of the Equity Securities at the opening of
business on the Initial Date of Deposit and establishes the original
proportionate relationship amongst the individual securities. No sales
to investors will be executed at this price. Additional Equity
Securities will be deposited during the day of the Initial Date of
Deposit which will be valued as of 4:00 p.m. Eastern time and sold to
investors at a Public Offering Price per Unit based on this valuation.
(4) See "Rights of Unit Holders-How May Units be Redeemed?"
(5) The Evaluator's Fee is payable to an affiliate of the Sponsor.
Evaluations for purposes of sale, purchase or redemption of Units are
made as of the close of trading (generally 4:00 p.m. Eastern time) on
the New York Stock Exchange on each day on which it is open.
(6) The Supervisory Fee is payable to an affiliate of the Sponsor. In
addition, the Sponsor will be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $.0028 per
Unit per Trust.
(7) Each Trust (and therefore Unit holders) will bear all or a portion of
its organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and
states, the initial audit of the Trust portfolio, legal fees and the
initial fees and expenses of the Trustee but not including the expenses
incurred in the printing of preliminary and final prospectuses, and
expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for
mutual funds. Total organizational and offering expenses will be charged
off over a period not to exceed five years from the Initial Date of
Deposit. See "What are the Expenses and Charges?" and "Statements of Net
Assets." Historically, the sponsors of unit investment trusts have paid
all the costs of establishing such trusts.
(8) Distributions from the Capital Account will be made monthly payable
on the last day of the month to Unit holders of record on the fifteenth
day of such month if the amount available for distribution equals at
least $1.00 per 100 Units. Notwithstanding, distributions of funds in
the Capital Account, if any, will be made in December of each year.
</FN>
</TABLE>
Page 4
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-January 15, 1998
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Investment
Services Pharmaceutical Technology
Growth Trust Growth Trust Growth Trust
Series 3 Series 4 Series 7
____________ _____________ ____________
<S> <C> <C> <C>
General Information
Initial Number of Units (1) 15,021 15,095 15,164
Fractional Undivided Interest in the Trust per Unit (1) 1/15,021 1/15,095 1/15,164
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities in Portfolio (2) $ 148,709 $ 149,436 $ 150,124
Aggregate Offering Price Evaluation of Equity Securities per Unit $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.5% of the Public Offering Price
per Unit (4.545% of the net amount invested, exclusive
of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (3) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less deferred sales charge) (4) $ 9.550 $ 9.550 $ 9.550
CUSIP Number 30264N 461 30264N 420 30264N 446
Trustee's Annual Fee per Unit outstanding $ .0096 $ .0096 $ .0096
Evaluator's Annual Fee per Unit outstanding (5) $ .0030 $ .0030 $ .0030
Maximum Supervisory Fee per Unit outstanding (6) $ .0035 $ .0035 $ .0035
Estimated Annual Amortization of Organizational and
Offering Costs per Unit outstanding (7) $ .0045 $ .0045 $ .0045
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date January 21, 1998
Mandatory Termination Date January 15, 2003
Discretionary Liquidation Amount A Trust may be terminated if the value thereof is less than the lower of
$2,000,000 or 20% of the total value of Equity Securities deposited in such
Trust during the initial offering period.
Income Distribution Record Date Fifteenth day of each June and December commencing June 15, 1998.
Income Distribution Date (8) Last day of each June and December commencing June 30, 1998.
______________
<FN>
(1) As of the close of business on the Initial Date of Deposit, the
number of Units of a Trust may be adjusted so that the Public Offering
Price per Unit will equal approximately $10.00. Therefore, to the extent
of any such adjustment, the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.
(2) Each listed Equity Security is valued at the last closing sale price,
or if no such price exists or if the Equity Security is not so listed,
at the closing ask price thereof.
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering" for
additional information regarding these charges. During the initial
offering period, Units purchased subsequent to the initial deferred
sales charge payment will be subject to the initial sales charge and the
remaining deferred sales charge payments not yet collected. These
deferred sales charge payments will be paid from funds in the Income
and/or Capital Accounts, if sufficient, or from the periodic sale of
Equity Securities. Commencing on December 21, 1998, the secondary market
sales charge will not include the deferred sales charge payments but will
instead include only a one-time initial sales charge of 4.5% of the
Public Offering Price and will decrease by 1/2 of 1% on each subsequent
January 29, commencing January 29, 1999 to a minimum sales charge of
3.0% as described under "Public Offering." On the Initial Date of
Deposit there will be no accumulated dividends in the Income Account.
Anyone ordering Units after such date will pay a pro rata share of any
accumulated dividends in such Income Account. The Public Offering Price
as shown reflects the value of the Equity Securities at the opening of
business on the Initial Date of Deposit and establishes the original
proportionate relationship amongst the individual securities. No sales
to investors will be executed at this price. Additional Equity
Securities will be deposited during the day of the Initial Date of
Deposit which will be valued as of 4:00 p.m. Eastern time and sold to
investors at a Public Offering Price per Unit based on this valuation.
(4) See "Rights of Unit Holders-How May Units be Redeemed?"
(5) The Evaluator's Fee is payable to an affiliate of the Sponsor.
Evaluations for purposes of sale, purchase or redemption of Units are
made as of the close of trading (generally 4:00 p.m. Eastern time) on
the New York Stock Exchange on each day on which it is open.
(6) The Supervisory Fee is payable to an affiliate of the Sponsor. In
addition, the Sponsor will be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $.0028 per
Unit per Trust.
(7) Each Trust (and therefore Unit holders) will bear all or a portion of
its organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and
states, the initial audit of the Trust portfolio, legal fees and the
initial fees and expenses of the Trustee but not including the expenses
incurred in the printing of preliminary and final prospectuses, and
expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for
mutual funds. Total organizational and offering expenses will be charged
off over a period not to exceed five years from the Initial Date of
Deposit. See "What are the Expenses and Charges?" and "Statements of Net
Assets." Historically, the sponsors of unit investment trusts have paid
all the costs of establishing such trusts.
(8) Distributions from the Capital Account will be made monthly payable
on the last day of the month to Unit holders of record on the fifteenth
day of such month if the amount available for distribution equals at
least $1.00 per 100 Units. Notwithstanding, distributions of funds in
the Capital Account, if any, will be made in December of each year.
</FN>
</TABLE>
Page 5
FEE TABLES
These Fee Tables are intended to help you to understand the costs and
expenses that you will bear directly or indirectly. See "Public
Offering" and "What are the Expenses and Charges?" Although the Trusts
have a term of approximately five years and are unit investment trusts
rather than mutual funds, this information is presented to permit a
comparison of fees.
<TABLE>
<CAPTION>
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 3
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ________
4.50% $ .450
======== ========
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ________
Total .294% $.0288
======== ========
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the America's Leading Brands Growth Trust, Series 3 has an
estimated operating expense ratio of .294% and a 5% annual return on the
investment throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
BUSINESS SERVICES 2000 GROWTH TRUST SERIES
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ________
4.50% $ .450
======== ========
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ________
Total .294% $.0288
======== ========
</TABLE>
Page 6
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Business Services 2000 Growth Trust Series has an estimated
operating expense ratio of .294% and a 5% annual return on the investment
throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL SERVICES GROWTH TRUST, SERIES 4
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ________
4.50% $ .450
======== ========
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ________
Total .294% $.0288
======== ========
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Financial Services Growth Trust, Series 4 has an estimated
operating expense ratio of .294% and a 5% annual return on the investment
throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT SERVICES GROWTH TRUST, SERIES 3
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ________
4.50% $ .450
======== ========
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ________
Total .294% $.0288
======== ========
</TABLE>
Page 7
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Investment Services Growth Trust, Series 3 has an estimated
operating expense ratio of .294% and a 5% annual return on the investment
throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
PHARMACEUTICAL GROWTH TRUST, SERIES 4
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $ .100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ________
4.50% $ .450
======== ========
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ________
Total .294% $.0288
======== ========
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Pharmaceutical Growth Trust, Series 4 has an estimated
operating expense ratio of .294% and a 5% annual return on the investment
throughout the periods $ 48 $ 54 $ 61
</TABLE>
<TABLE>
<CAPTION>
TECHNOLOGY GROWTH TRUST, SERIES 7
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of public offering price) 1.00%(a) $.100
Deferred sales charge
(as a percentage of public offering price) 3.50%(b) .350
________ ________
4.50% $.450
======== ========
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee .098% $.0096
Portfolio supervision, bookkeeping, administrative, amortization of
organizational and offering expenses and evaluation fees .141% .0138
Other operating expenses .055% .0054
________ ________
Total .294% $.0288
======== ========
</TABLE>
Page 8
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming the Technology Growth Trust, Series 7 has an estimated operating
expense ratio of .294% and a 5% annual return on the investment throughout
the periods $ 48 $ 54 $ 61
___________
<FN>
(a) The Initial Sales Charge is actually the difference between the
maximum total sales charge of 4.5% and the maximum remaining deferred
sales charge (initially $.35 per Unit) and would exceed 1.0% if the
Public Offering Price exceeds $10.00 per Unit.
(b) The actual fee is $.07 per month per Unit, irrespective of purchase
or redemption price deducted monthly commencing August 20, 1998 through
December 18, 1998. If a Unit holder sells or redeems Units before all of
these deductions have been made, the balance of the deferred sales
charge payments remaining will be deducted from the sales or redemption
proceeds. If the Unit price exceeds $10.00 per Unit, the deferred sales
charge will be less than 3.5%. Units purchased subsequent to the initial
deferred sales charge payment will also be subject to the remaining
deferred sales charge payments.
</FN>
</TABLE>
The examples assume reinvestment of all dividends and distributions and
utilize a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. For purposes
of the examples, the deferred sales charge imposed on reinvestment of
dividends is not reflected until the year following payment of the
dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment. The
examples should not be considered a representation of past or future
expenses or annual rate of return; the actual expenses and annual rate
of return may be more or less than those assumed for purposes of the
examples.
Page 9
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 3
BUSINESS SERVICES 2000 GROWTH TRUST SERIES
FINANCIAL SERVICES GROWTH TRUST, SERIES 4
INVESTMENT SERVICES GROWTH TRUST, SERIES 3
PHARMACEUTICAL GROWTH TRUST, SERIES 4
TECHNOLOGY GROWTH TRUST, SERIES 7
FT 233
What is the FT Series?
FT 233 is one of a series of investment companies created by the Sponsor
under the name of the FT Series, all of which are generally similar, but
each of which is separate and is designated by a different series
number. The FT Series was previously known as The First Trust Special
Situations Trust Series. This Series consists of the underlying separate
unit investment trusts set forth above. The Trusts were created under
the laws of the State of New York pursuant to a Trust Agreement (the
"Indenture"), dated the Initial Date of Deposit, with Nike Securities
L.P. as Sponsor, The Chase Manhattan Bank as Trustee, and First Trust
Advisors L.P. as Portfolio Supervisor and Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee
confirmations of contracts for the purchase of common stocks (the
"Equity Securities"), together with an irrevocable letter or letters of
credit of a financial institution in an amount at least equal to the
purchase price of such securities. In exchange for the deposit of
securities or contracts to purchase securities in the Trusts, the
Trustee delivered to the Sponsor documents evidencing the entire
ownership of the Trusts.
America's Leading Brands Growth Trust, Series 3
The objective of the America's Leading Brands Growth Trust, Series 3
(the "America's Leading Brands Growth Trust") is to provide for capital
appreciation potential by investing in common stocks issued by companies
considered to be leaders in their industries. See "Schedule of
Investments" for the America's Leading Brands Growth Trust.
The Trust consists of a portfolio of 25 companies involved in the
following industries: apparel, beverages, entertainment, food, household
products, pharmaceuticals, recreation, restaurants, retail, technology,
tobacco, toiletries/cosmetics, and toys. This type of diversification
can help offset risk, although it does not eliminate it entirely.
Furthermore, to achieve this type of diversification on your own would
require substantial time and capital commitments.
Almost every American is familiar with brand name companies like "Coca-
Cola," "Walt Disney," "Gap" and "Mattel." They are household names, and
their products can be found in almost every home across the country.
Increasingly, such companies are becoming household names overseas as
well. Many of these companies already have a strong presence in
international markets; and they stand to benefit even more from the
increasing demands of growing populations, rising standards of living,
more relaxed foreign trade agreements, and improved political climates
in many countries around the world.
Furthermore, these companies have strong financial positions and market
dominance, competitive advantages, skilled management, and essential
products and services. Generally, consumer goods companies with these
attributes perform strongly, even during uncertain economic times.
In addition to their stability, the Sponsor believes that if you "buy
and hold" a portfolio of leading American companies, you will have an
investment which has the potential to weather economic downturns, grow
consistently in a healthy economy, and provide stable, consistent total
return over time.
See "Schedule of Investments" and "What are the Equity Securities?-Risk
Factors" for the America's Leading Brands Growth Trust. There is,
however, no assurance that the objective of the Leading Brands Growth
Trust will be achieved.
Business Services 2000 Growth Trust Series
The objective of the Business Services 2000 Growth Trust Series (the
"Business Services 2000 Growth Trust") is to provide investors with
Page 10
above-average capital appreciation potential through an investment in a
diversified portfolio of common stocks of companies the Sponsor believes
are positioned to take advantage of the trend among institutions such as
corporations and government entities toward utilizing specialized,
vendor-supplied services. The Business Services 2000 Growth Trust's
portfolio is diversified across several companies involved in various
industries, such as temporary staffing, information technology services,
electronics manufacturing services, and business and information
services. The companies selected for the Business Services 2000 Growth
Trust have been researched and evaluated using database screening
techniques, fundamental analysis, and the judgment of the Sponsor's
research analysts. In general, the Sponsor believes these companies have
above-average growth prospects for both sales and earnings, established
market shares for their services and lower-than-average levels of debt.
In today's increasingly competitive business environment, firms with
specialized services are able to provide businesses a way to reduce
fixed costs and enable them to concentrate more on core operations.
Mundane but necessary tasks are being outsourced to the companies with
expertise in those tasks. Thus, financial resources otherwise spent on
hiring and training in-house personnel become available to spend on core
operations.
In addition, a simple but critical computer issue may cause problems for
many companies if it is not corrected before January 1, 2000. Many
computers and software programs only recognize the last two numbers of a
year, so on January 1, 2000, a computer may think the date is 1900,
causing a multitude of problems. Estimates range from $300 to $600
billion to solve this problem, with 15%-20% of corporate information
technology budgets allocated toward this issue in 1998. That figure is
expected to rise to as much as 50% as the year 2000 approaches, and it
is estimated that about 30% of American companies have not yet begun to
address the problem. Many companies are unable to dedicate the necessary
resources to address and correct this problem, while others are focusing
on it and have subsequently caused a need in another area. In both
cases, a specialized vendor-supplied service company provides the
solution. This computer problem has spurred the creation of several
companies whose primary focus is to work with businesses to address this
problem.
See "Schedule of Investments" and "What are the Equity Securities?-Risk
Factors" for the Business Services 2000 Growth Trust. There is, however,
no assurance that the objective of the Business Services 2000 Growth
Trust will be achieved.
Financial Services Growth Trust, Series 4
The objective of the Financial Services Growth Trust, Series 4 (the
"Financial Services Growth Trust") is to provide for capital
appreciation potential by investing in common stocks issued primarily by
financial services companies. See "Schedule of Investments" for the
Financial Services Growth Trust.
The portfolio is diversified across financial institutions including
banks and thrifts, insurance companies and specialty finance companies.
Despite consistent earnings growth, on average, the companies included
in the portfolio trade at below-market price to earnings ratios. Given
their high level of profitability and superior earnings growth, the
companies included in the portfolio trade at compelling valuation levels
relative to the S&P 500 and their historic trading range. The attractive
valuations of the stocks chosen should provide above-average capital
appreciation potential.
The banking and financial services industries are poised to benefit from
strong and improving fundamentals as both businesses and consumers
increase their levels of borrowing due to the low level of interest
rates. Financial institutions are able to enhance their profitability as
they expand their businesses without taking on excessive credit risk due
to the overall strength of the U.S. economy.
The banking and thrift industries continue to experience significant
consolidation, as a nationwide banking law enacted in 1995 allows bank
holding companies to acquire banks anywhere in the United States and
also allows mergers and branching across state lines. The Trust offers a
portfolio which allows investors to hold positions in stocks of
companies which may acquire existing financial institutions and/or be
acquired themselves. The Sponsor believes investors can profit from
institutions expanding their earnings potential through acquisitions and
the resulting efficiency gains. In addition, investors may benefit from
takeover premiums if and when the companies in the Trust are acquired.
See "Schedule of Investments" and "What are the Equity Securities?-Risk
Factors" for the Financial Services Growth Trust. There is, however, no
Page 11
assurance that the objective of the Financial Services Growth Trust will
be achieved.
Investment Services Growth Trust, Series 3
The objective of the Investment Services Growth Trust, Series 3 (the
"Investment Services Growth Trust") is to provide investors with the
potential for above-average capital appreciation through an investment
in a diversified portfolio of common stocks of brokerage and investment
services companies which the Sponsor believes are experiencing record-
setting earnings and profits growth. The Investment Services Growth
Trust's portfolio is diversified across 30 companies engaged in stock
brokerage, commodity brokerage, investment banking, tax-advantaged
investment or investment sales, investment management or related
investment advisory services. The companies selected for the Investment
Services Growth Trust have been researched and evaluated using database
screening techniques, fundamental analysis and the judgment of the
Sponsor's research experts. In general, the Sponsor believes these
companies have above-average growth prospects for both sales and
earnings and established market shares for their services.
Although both U.S. and foreign markets have recently experienced
substantial volatility and significant declines, an unprecedented long-
running bull market, stable interest rates and low inflation are among
the favorable factors influencing the brokerage and investment services
industry's record-setting earnings/profits boom. Their stocks,
historically, have outperformed market averages; and although past
performance is no guarantee of future results, the Sponsor believes this
trend should continue while the investment climate is favorable. Many
brokerage/investment services firms are setting their prospects
overseas. Industry giants with formidable multi-dimensional and global
profit-generating capabilities are buying out brokerage firms in many
countries, while others are entering into joint ventures with their
foreign counterparts. Gaining a global foothold has, in many cases,
bolstered earnings, profits and stock prices. Late in 1996, the Federal
Reserve loosened its limitations on banks underwriting securities, which
will allow banks to acquire brokerage firms. Brokerage firms should also
benefit from recently enacted capital-gains tax cuts.
See "Schedule of Investments" and "What are the Equity Securities?-Risk
Factors" for the Investment Services Growth Trust. There is no assurance
that the objective of the Investment Services Growth Trust will be
achieved.
Pharmaceutical Growth Trust, Series 4
The objective of the Pharmaceutical Growth Trust, Series 4 (the
"Pharmaceutical Growth Trust") is to provide for potential capital
appreciation and income through an investment in equity securities
issued by pharmaceutical companies. See "Schedule of Investments" for
the Pharmaceutical Growth Trust.
The Sponsor believes the portfolio selected for the Trust provides a
diversified blend of companies that have attractive participation in the
expanding markets of proprietary medicines, biotechnology, generics,
drug delivery and medical supplies. The companies vary in size from blue
chip to emerging growth companies and have special niche qualities in
marketing, manufacturing and research. In the Sponsor's opinion, the
stocks of pharmaceutical companies selected for deposit in the Trust
have the potential to achieve above-average capital appreciation over
the life of the Trust due to the strong or improving fundamental
characteristics of the issuing companies. The Sponsor believes that each
stock selected for the portfolio is attractively valued based on its
price and earnings outlook.
See "Schedule of Investments" and "What are the Equity Securities?-Risk
Factors" for the Pharmaceutical Growth Trust. There is no assurance that
the objective of the Pharmaceutical Growth Trust will be achieved.
Technology Growth Trust, Series 7
The objective of the Technology Growth Trust, Series 7 (the "Technology
Growth Trust") is to provide for capital appreciation potential by
investing in common stocks issued by technology companies with superior
historical financial performance. See "Schedule of Investments" for the
Technology Growth Trust. The Sponsor believes the companies selected are
best positioned to take advantage of the ongoing technology boom.
A technological revolution which affects our daily lives is currently
spanning the globe. Consider the advancements of the last few years made
Page 12
possible by technology: personal computers; fax machines; cellular
phones; online data services; and the convergence of computers and the
explosive growth in Internet communications. Corporations continue to
invest in technology to enhance their productivity and to stay ahead of
the competition.
As American companies discover, innovate, research and develop new
technologies, businesses, consumers and governments around the world are
waiting to buy the products resulting from their efforts.
In addition, individuals are increasing their spending on technology.
Consider the sheer number of personal computers in the home, the
proliferation of software for education and entertainment purposes, and
the ever-increasing amount of services and information accessible on the
Internet.
In general, the Sponsor believes the companies selected for the
portfolio have above-average growth prospects for both sales and
earnings, established market shares for their products, and lower-than-
average debt.
See "Schedule of Investments" and "What are the Equity Securities?-Risk
Factors" for the Technology Growth Trust. There is no assurance that the
objective of the Technology Growth Trust will be achieved.
Each Trust has a Mandatory Termination Date, as set forth under "Summary
of Essential Information." There is, of course, no guarantee that the
objective of any Trust will be achieved. Each Unit of a Trust represents
an undivided fractional interest in all the Equity Securities deposited
in such Trust.
With the deposit of the Equity Securities on the Initial Date of
Deposit, the Sponsor established a percentage relationship between the
amounts of Equity Securities in each Trust's portfolio, as set forth
under "Schedule of Investments" for each Trust. From time to time
following the Initial Date of Deposit, the Sponsor, pursuant to the
Indenture, may create additional Units in a Trust by depositing
additional Equity Securities or cash (including a letter of credit) with
instructions to purchase additional Equity Securities in a Trust. Units
may be continuously offered for sale to the public by means of this
Prospectus, resulting in a potential increase in the outstanding number
of Units of a Trust. Any deposit by the Sponsor of additional Equity
Securities, or the purchase of additional Equity Securities pursuant to
a cash deposit, will duplicate, as nearly as is practicable, the
original proportionate relationship and not the actual proportionate
relationship on the subsequent date of deposit, since the two may
differ. Any such difference may be due to the sale, redemption or
liquidation of any of the Equity Securities deposited in a Trust on the
Initial, or any subsequent, Date of Deposit. See "Rights of Unit Holders-How
May Equity Securities be Removed from a Trust?" Since the prices of the
underlying Equity Securities will fluctuate daily, the ratio, on a market
value basis, will also change daily. The portion of Equity Securities
represented by each Unit will not change as a result of the deposit of
additional Equity Securities in a Trust. If the Sponsor deposits cash,
however, existing and new investors may experience a dilution of their
investment and a reduction in their anticipated income because of
fluctuations in the prices of the Equity Securities between the time of
the cash deposit and the purchase of the Equity Securities and because
such Trust will pay the associated brokerage fees. To minimize this
effect, the Trusts will try to purchase the Equity Securities as close
to the evaluation time as possible. The Trustee may, from time to time,
retain and pay compensation to the Sponsor (or an affiliate of the
Sponsor) to act as agent for a Trust with respect to acquiring Equity
Securities for a Trust. In acting in such capacity, the Sponsor or its
affiliate will be subject to the restrictions under the Investment
Company Act of 1940, as amended.
On the Initial Date of Deposit, each Unit of a Trust represented the
undivided fractional interest in the Equity Securities deposited in such
Trust set forth under "Summary of Essential Information" for each Trust.
To the extent that Units of a Trust are redeemed, the aggregate value of
the Equity Securities in such Trust will be reduced and the undivided
fractional interest represented by each outstanding Unit of that Trust
will increase. However, if additional Units are issued by a Trust in
connection with the deposit of additional Equity Securities or cash by
the Sponsor, the aggregate value of the Equity Securities in that Trust
will be increased by amounts allocable to additional Units, and the
fractional undivided interest represented by each Unit of that Trust
will be decreased proportionately. See "Rights of Unit Holders-How May
Units be Redeemed?"
What are the Expenses and Charges?
With the exception of brokerage fees discussed above and bookkeeping and
other administrative services provided to each Trust, for which the
Sponsor will be reimbursed in amounts as set forth under "Summary of
Page 13
Essential Information," the Sponsor will not receive any fees in
connection with its activities relating to a Trust. Certain of the
expenses incurred in establishing the Trusts, including the cost of the
initial preparation of documents relating to a Trust, Federal and state
registration fees, the initial fees and expenses of the Trustee, legal
expenses and any other out-of-pocket expenses may be paid by the
Sponsor, and may, in part, be paid by the Trustee.
First Trust Advisors L.P., an affiliate of the Sponsor, will receive an
annual supervisory fee, which is not to exceed the amount set forth
under "Summary of Essential Information," for providing portfolio
supervisory services for each Trust. Such fee is based on the number of
Units outstanding in a Trust on January 1 of each year except for the
year or years in which an initial offering period occurs in which case
the fee for a month is based on the number of Units outstanding at the
end of such month. In providing such supervisory services, the Portfolio
Supervisor may purchase research services from a variety of sources
which may include dealers of the Trusts.
Subsequent to the initial offering period, First Trust Advisors L.P., in
its capacity as the Evaluator for the Trusts, will receive a fee as
indicated in the "Summary of Essential Information."
The Trustee pays certain expenses of each Trust for which it is
reimbursed by such Trust. The Trustee will receive for its ordinary
recurring services to each Trust an annual fee set forth in each
"Summary of Essential Information," which is based upon the largest
aggregate number of Units of each Trust outstanding at any time during
the year. For a discussion of the services performed by the Trustee
pursuant to its obligations under the Indenture, reference is made to
the material set forth under "Rights of Unit Holders."
The Trustee's and the above described fees are payable from the Income
Account of a Trust to the extent funds are available and then from the
Capital Account of such Trust. Since the Trustee has the use of the
funds being held in the Capital and Income Accounts for payment of
expenses and redemptions and since such Accounts are noninterest-bearing
to Unit holders, the Trustee benefits thereby. Part of the Trustee's
compensation for its services to each Trust is expected to result from
the use of these funds.
Each of the above mentioned fees may be increased without approval of
the Unit holders by amounts not exceeding proportionate increases under
the category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor. In addition,
with respect to the fees payable to the Sponsor or an affiliate of the
Sponsor for providing bookkeeping and other administrative services,
supervisor services and evaluation services, such individual fees may
exceed the actual costs of providing such services for a Trust, but at
no time will the total amount received for such services rendered to all
unit investment trusts of which Nike Securities L.P. is the Sponsor in
any calendar year exceed the actual cost to the Sponsor or its affiliate
of supplying such services in such year.
Certain or all of the expenses incurred in establishing the Trusts,
including costs of preparing the registration statement, the trust
indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of each
Trust's portfolio and the initial fees and expenses of the Trustee and
any other out-of-pocket expenses, will be paid by each Trust and charged
off over a period not to exceed five years from the Initial Date of
Deposit. The following additional charges are or may be incurred by a
Trust: all legal and annual auditing expenses of the Trustee incurred by
or in connection with its responsibilities under the Indenture; the
expenses and costs of any action undertaken by the Trustee to protect a
Trust and the rights and interests of the Unit holders; fees of the
Trustee for any extraordinary services performed under the Indenture;
indemnification of the Trustee for any loss, liability or expense
incurred by it without negligence, bad faith or willful misconduct on
its part, arising out of or in connection with its acceptance or
administration of a Trust; indemnification of the Sponsor for any loss,
liability or expense incurred without gross negligence, bad faith or
willful misconduct in acting as Depositor of such Trust; all taxes and
other government charges imposed upon the Securities or any part of a
Trust (no such taxes or charges are being levied or made or, to the
knowledge of the Sponsor, contemplated). The above expenses and the
Trustee's annual fee, when paid or owing to the Trustee, are secured by
a lien on each Trust. In addition, the Trustee is empowered to sell
Equity Securities in a Trust in order to make funds available to pay all
these amounts if funds are not otherwise available in the Income and
Capital Accounts of such Trust. Since the Equity Securities are all
common stocks and the income stream produced by dividend payments is
unpredictable, the Sponsor cannot provide any assurance that dividends
will be sufficient to meet any or all expenses of a Trust. As described
above, if dividends are insufficient to cover expenses, it is likely
Page 14
that Equity Securities will have to be sold to meet such Trust expenses.
These sales may result in capital gains or losses to Unit holders. See
"What is the Federal Tax Status of Unit Holders?"
The Indenture requires each Trust to be audited on an annual basis at
the expense of such Trusts by independent auditors selected by the
Sponsor. So long as the Sponsor is making a secondary market for the
Units, the Sponsor is required to bear the cost of such annual audits to
the extent such cost exceeds $0.0050 per Unit. Unit holders of a Trust
covered by an audit may obtain a copy of the audited financial
statements upon request.
What is the Federal Tax Status of Unit Holders?
This is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986 (the "Code"). Unit
holders should consult their tax advisers in determining the Federal,
state, local and any other tax consequences of the purchase, ownership
and disposition of Units in the Trusts. For purposes of the following
discussion and opinion, it is assumed that each Equity Security is
equity for Federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated as the
owner of a pro rata portion of each of the assets of a Trust under the
Code; and the income of each Trust will be treated as income of the Unit
holders thereof under the Code. Each Unit holder will be considered to
have received his pro rata share of the income derived from each Equity
Security when such income is considered to be received by a Trust.
2. Each Unit holder will be considered to have received all of the
dividends paid on his or her pro rata portion of each Equity Security
when such dividends are received by a Trust regardless of whether such
dividends are used to pay a portion of the deferred sales charge. Unit
holders will be taxed in this manner regardless of whether distributions
from such Trust are actually received by the Unit holder.
3. Each Unit holder will have a taxable event when a Trust disposes of
an Equity Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by
such Unit holder (except to the extent an In-Kind distribution of stocks
is received by such Unit holder as described below). The price a Unit
holder pays for his or her Units, generally including sales charges, is
allocated among his or her pro rata portion of each Equity Security held
by a Trust (in proportion to the fair market values thereof on the
valuation date closest to the date the Unit holder purchases his or her
Units) in order to determine the tax basis for his or her pro rata
portion of each Equity Security held by such Trust. It should be noted
that certain legislative proposals have been made which could affect the
calculation of basis for Unit holders holding securities that are
substantially identical to the Equity Securities. Unit holders should
consult their own tax advisers with regard to calculation of basis. For
Federal income tax purposes, a Unit holder's pro rata portion of
dividends, as defined by Section 316 of the Code, paid by a corporation
with respect to an Equity Security held by a Trust is taxable as
ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unit holder's pro rata portion of
dividends paid on such Equity Security which exceed such current and
accumulated earnings and profits will first reduce a Unit holder's tax
basis in such Equity Security, and to the extent that such dividends
exceed a Unit holder's tax basis in such Equity Security shall generally
be treated as capital gain. In general, the holding period for such
capital gain will be determined by the period of time a Unit holder has
held his or her Units.
4. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held by a
Trust will generally be considered a capital gain (except in the case of
a dealer or a financial institution). A Unit holder's portion of loss,
if any, upon the sale or redemption of Units or the disposition of
Equity Securities held by a Trust will generally be considered a capital
loss (except in the case of a dealer or a financial institution). Unit
holders should consult their tax advisers regarding the recognition of
such capital gains and losses for Federal income tax purposes.
Page 15
Deferred Sales Charge. Generally, the tax basis of a Unit holder
includes sales charges, and such charges are not deductible. A portion
of the sales charge for the Trusts is deferred. It is possible that for
Federal income tax purposes a portion of the deferred sales charge may
be treated as interest which would be deductible by a Unit holder
subject to limitations on the deduction of investment interest. In such
a case, the non-interest portion of the deferred sales charge should be
added to the Unit holder's tax basis in his or her Units. The deferred
sales charge could cause the Unit holder's Units to be considered to be
debt-financed under Section 246A of the Code which would result in a
small reduction of the dividends-received deduction. In any case, the
income (or proceeds from redemption) a Unit holder must take into
account for federal income tax purposes is not reduced by amounts
deducted to pay the deferred sales charge. Unit holders should consult
their own tax advisers as to the income tax consequences of the deferred
sales charge.
Dividends Received Deduction. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with respect
to such Unit holder's pro rata portion of dividends received by a Trust
(to the extent such dividends are taxable as ordinary income, as
discussed above, and are attributable to domestic corporations) in the
same manner as if such corporation directly owned the Equity Securities
paying such dividends (other than corporate Unit holders, such as "S"
corporations, which are not eligible for the deduction because of their
special characteristics and other than for purposes of special taxes
such as the accumulated earnings tax and the personal holding
corporation tax). However, a corporation owning Units should be aware
that Sections 246 and 246A of the Code impose additional limitations on
the eligibility of dividends for the 70% dividends received deduction.
These limitations include a requirement that stock (and therefore Units)
must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have been issued which address
special rules that must be considered in determining whether the 46-day
holding period requirement is met. Moreover, the allowable percentage of
the deduction will be reduced from 70% if a corporate Unit holder owns
certain stock (or Units) the financing of which is directly attributable
to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would affect
the dividends received deduction have been introduced. Unit holders
should consult with their tax advisers with respect to the limitations
on and possible modifications to the dividends received deduction.
To the extent dividends received by a Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of
such dividends, since the dividends received deduction is generally
available only with respect to dividends paid by domestic corporations.
Limitations on Deductibility of a Trust's Expenses by Unit Holders. Each
Unit holder's pro rata share of each expense paid by a Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by such Unit holder. It should be noted that as a
result of the Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to
the extent they exceed 2% of such individual's adjusted gross income.
Unit holders may be required to treat some or all of the expenses of a
Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unit holder may
recognize taxable gain (or loss) when an Equity Security is disposed of
by a Trust or if the Unit holder disposes of a Unit. The Taxpayer Relief
Act of 1997 (the "1997 Act") provides that for taxpayers other than
corporations, net capital gain (which is defined as net long-term
capital gain over net short-term capital loss for the taxable year) is
subject to a maximum marginal stated tax rate of either 28% or 20%,
depending upon the holding periods of the capital assets. Capital gain
or loss is long-term if the holding period for the asset is more than
one year, and is short-term if the holding period for the asset is one
year or less. The date on which a Unit is acquired (i.e., the "trade
date") is excluded for purposes of determining the holding period of the
Unit. Generally, capital gains realized from assets held for more than
one year but not more than 18 months are taxed at a maximum marginal
stated tax rate of 28% and capital gains realized from assets (with
certain exclusions) held for more than 18 months are taxed at a maximum
marginal stated tax rate of 20% (10% in the case of certain taxpayers in
Page 16
the lowest tax bracket). Further, capital gains realized from assets
held for one year or less are taxed at the same rates as ordinary
income. Legislation is currently pending that provides the appropriate
methodology that should be applied in netting the realized capital gains
and losses. Such legislation is proposed to be effective retroactively
for tax years ending after May 6, 1997. It should be noted that
legislative proposals are introduced from time to time that affect tax
rates and could affect relative differences at which ordinary income and
capital gains are taxed.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered
into after April 30, 1993. Unit holders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.
If the Unit holder disposes of a Unit, he is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of a Trust
involved including his or her pro rata portion of all the Equity
Securities represented by the Unit.
The 1997 Act includes provisions that treat certain transactions
designed to reduce or eliminate risk of loss and opportunities for gain
(e.g., short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for
purposes of recognition of gain (but not loss) and for purposes of
determining the holding period. Unit holders should consult their own
tax advisers with regard to any constructive sale rules.
Special Tax Consequences of In-Kind Distributions Upon Redemption of
Units or Termination of a Trust. As discussed in "Rights of Unit Holders-
How are Income and Capital Distributed?", under certain circumstances a
Unit holder who owns at least 2,500 Units of a Trust may request an In-
Kind Distribution upon the redemption of Units or the termination of the
Trust. The Unit holder requesting an In-Kind Distribution will be liable
for expenses related thereto (the "Distribution Expenses") and the
amount of such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unit Holders-How are Income and
Capital Distributed?" As previously discussed, prior to the redemption
of Units or the termination of a Trust, a Unit holder is considered as
owning a pro rata portion of each of a Trust's assets for Federal income
tax purposes. The receipt of an In-Kind Distribution will result in a
Unit holder receiving an undivided interest in whole shares of stock
plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution with respect to each Equity Security owned by a Trust will
depend on whether or not a Unit holder receives cash in addition to
Equity Securities. An "Equity Security" for this purpose is a particular
class of stock issued by a particular corporation. A Unit holder will
not recognize gain or loss if a Unit holder only receives Equity
Securities in exchange for his or her pro rata portion in the Equity
Securities held by a Trust. However, if a Unit holder also receives cash
in exchange for a fractional share of an Equity Security held by a
Trust, such Unit holder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unit holder
and his tax basis in such fractional share of an Equity Security held by
such Trust.
Because a Trust will own many Equity Securities, a Unit holder who
requests an In-Kind Distribution will have to analyze the tax
consequences with respect to each Equity Security owned by a Trust. The
amount of taxable gain (or loss) recognized upon such exchange will
generally equal the sum of the gain (or loss) recognized under the rules
described above by such Unit holder with respect to each Equity Security
owned by a Trust. Unit holders who request an In-Kind Distribution are
advised to consult their tax advisers in this regard.
Computation of the Unit Holder's Tax Basis. Initially, a Unit holder's
tax basis in his or her Units will generally equal the price paid by
such Unit holder for his or her Units. The cost of the Units is
allocated among the Equity Securities held in a Trust in accordance with
the proportion of the fair market values of such Equity Securities as of
the valuation date nearest the date the Units are purchased in order to
determine such Unit holder's tax basis for his or her pro rata portion
of each Equity Security.
A Unit holder's tax basis in his Units and his or her pro rata portion
of an Equity Security held by a Trust will be reduced to the extent
dividends paid with respect to such Equity Security are received by a
Trust which are not taxable as ordinary income as described above.
General. Each Unit holder will be requested to provide the Unit holder's
taxpayer identification number to the Trustee and to certify that the
Unit holder has not been notified that payments to the Unit holder are
subject to back-up withholding. If the proper taxpayer identification
number and appropriate certification are not provided when requested,
distributions by a Trust to such Unit holder (including amounts received
Page 17
upon the redemption of Units) will be subject to back-up withholding.
Distributions by a Trust (generally 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.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unit holders and derived from dividends of foreign corporations will not
be subject to U.S. withholding tax provided that less than 25 percent of
the gross income of the foreign corporation for a three-year period
ending with the close of its taxable year preceding payment was not
effectively connected to the conduct of a trade or business within the
United States. In addition, such earnings may be exempt from U.S.
withholding pursuant to a specific treaty between the United States and
a foreign country. Non-U.S. Unit holders should consult their own tax
advisers regarding the imposition of U.S. withholding on distributions
from the Trusts.
It should be noted that payments to the Trusts of dividends on Equity
Securities that are attributable to foreign corporations may be subject
to foreign withholding taxes and Unit holders should consult their tax
advisers regarding the potential tax consequences relating to the
payment of any such withholding taxes by the Trusts. Any dividends
withheld as a result thereof will nevertheless be treated as income to
the Unit holders. Because, under the grantor trust rules, an investor is
deemed to have paid directly his share of foreign taxes that have been
paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States purposes with respect to such
taxes. The 1997 Act imposes a required holding period for such credits.
Investors should consult their tax advisers with respect to foreign
withholding taxes and foreign tax credits.
At the termination of a Trust, the Trustee will furnish to each Unit
holder a statement containing information relating to the dividends
received by the particular Trust on the Equity Securities, the gross
proceeds received by such Trust from the disposition of any Equity
Security (resulting from redemption or the sale of any Equity Security)
and the fees and expenses paid by the Trust. The Trustee will also
furnish annual information returns to Unit holders and to the Internal
Revenue Service.
Unit holders will be notified annually of the amounts of dividends
includable in the Unit holder's gross income and amounts of Trust
expenses which may be claimed as itemized deductions.
Unit holders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
plans established. See "Are Investments in the Trusts Eligible for
Retirement Plans?"
The foregoing discussion relates only to the tax treatment of U.S. Unit
holders ("U.S. Unit holders") with regard to federal and certain aspects
of New York State and City income taxes. Unit holders may be subject to
taxation in New York or in other jurisdictions and should consult their
own tax advisers in this regard. As used herein, the term "U.S. Unit
holder" means an owner of a Unit in the Trusts 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. Unit holder in paragraph
(a) but whose income from a Unit is effectively connected with such Unit
holder'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.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of
the State of New York, each Trust is not an association taxable as a
corporation and the income of such Trusts will be treated as the income
of the Unit holders thereof.
Are Investments in the Trusts Eligible for Retirement Plans?
Units of the Trusts are eligible for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement
plans. Generally, the Federal income tax relating to capital gains and
income received in each of the foregoing plans is deferred until
distributions are received. Distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for
special averaging or tax-deferred rollover treatment. Investors
Page 18
considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisers
with respect to the establishment and maintenance of any such plan. Such
plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
PORTFOLIO
What are the Equity Securities?
The Trusts consist of different issues of Equity Securities which are
listed on a national securities exchange or The Nasdaq Stock Market or
traded in the over-the-counter market. See "What are the Equity
Securities Selected for America's Leading Brands Growth Trust, Series
3?," "What are the Equity Securities Selected for Business Services 2000
Growth Trust Series?," "What are the Equity Securities Selected for
Financial Services Growth Trust, Series 4?," "What are the Equity
Securities Selected for Investment Services Growth Trust, Series 3?,"
"What are the Equity Securities Selected for Pharmaceutical Growth
Trust, Series 4?" and "What are the Equity Securities Selected for
Technology Growth Trust, Series 7?" for a general description of the
companies.
Risk Factors. An investment in Units of the Trusts should be made with
an understanding of the problems and risks such an investment may entail.
America's Leading Brands Growth Trust, Series 3. An investment in Units
of the America's Leading Brands Growth Trust should be made with an
understanding of the problems and risks inherent in the consumer
products industry in general. These include the cyclicality of revenues
and earnings, changing consumer demands, regulatory restrictions,
product liability litigation and other litigation resulting from
accidents, extensive competition (including that of low-cost foreign
competition), unfunded pension fund liabilities and employee and retiree
benefit costs and financial deterioration resulting from leveraged buy-
outs, takeovers or acquisitions. In general, expenditures on consumer
products will be affected by the economic health of consumers. A weak
economy with its consequent effect on consumer spending would have an
adverse effect on the industry. Other factors of particular relevance to
the profitability of the industry are the effects of increasing
environmental regulation on packaging and on waste disposal, the
continuing need to conform with foreign regulations governing packaging
and the environment, the outcome of trade negotiations and the effect on
foreign subsidies and tariffs, foreign exchange rates, the price of oil
and its effect on energy costs, inventory cutbacks by retailers,
transportation and distribution costs, health concerns relating to the
consumption of certain products, the effect of demographics on consumer
demand, the availability and cost of raw materials and the ongoing need
to develop new products and to improve productivity.
Business Services 2000 Growth Trust Series. An investment in Units of
the Business Services 2000 Growth Trust should be made with an
understanding of the risks such an investment may entail. The Business
Services Trust consists of companies engaged in providing specialized,
vendor-supplied services, such as temporary staffing, information
technology services, electronics manufacturing services, and business
and information services. Companies in this field are subject to rapidly
changing technology, cyclical market patterns, evolving industry
standards, economic recession in the industries they service, shifting
corporate trends regarding the hiring of vendors and general stock
market volatility. An unexpected change in one or more of the foregoing
factors may have a material adverse affect on an issuer's operating
results. Furthermore, there can be no assurance that the issuers of the
Equity Securities will be able to respond timely to compete in the
rapidly developing marketplace.
Financial Services Growth Trust, Series 4. An investment in Units of the
Financial Services Growth Trust, should be made with an understanding of
the problems and risks inherent in the bank and financial services
sector 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, and competition from new entrants in
their fields of business. Banks and thrifts are highly dependent on net
interest margin. Recently, bank profits have come under pressure as net
interest margins have contracted, but volume gains have been strong in
both commercial and consumer products. There is no certainty that such
conditions will continue. Bank and thrift institutions had received
significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and
refinancing activity subsided, this income diminished. Economic
conditions in the real estate markets, which have been weak in the past,
can have a substantial effect upon banks and thrifts because they
Page 19
generally have a portion of their assets invested in loans secured by
real estate. 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. Furthermore, bank
regulators have a wide range of discretion in connection with their
supervisory and enforcement authority and may substantially restrict the
permissible activities of a particular institution if deemed to pose
significant risks to the soundness of such institution or the safety of
the federal deposit insurance fund. 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 or
their holding companies, or insures against any risk of investment in
the securities issued by such institutions.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Equity Securities in the Trust's portfolio cannot be
predicted with certainty. Periodic efforts by recent Administrations to
introduce legislation broadening the ability of banks to compete with
new products have not been successful, but if enacted could lead to more
failures as a result of increased competition and added risks. Failure
to enact such legislation, on the other hand, may lead to declining
earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch
on an interstate basis have been initially successful through
promulgation of regulations, and legislation to liberalize interstate
banking has recently been signed into law. Under the legislation, banks
will be able to purchase or establish subsidiary banks in any state, one
year after the legislation's enactment. Starting in mid-1997, banks
would be allowed to turn existing banks into branches, though states
could pass laws to permit interstate branch banking before then.
Consolidation is likely to continue in both cases. The Securities and
Exchange Commission and the Financial Accounting Standards Board require
the expanded use of market value accounting by banks and have imposed
rules requiring market accounting for investment securities held in
trading accounts or available for sale. Adoption of additional such
rules may result in increased volatility in the reported health of the
industry, and mandated regulatory intervention to correct such problems.
Additional legislative and regulatory changes may be forthcoming. For
example, the bank regulatory authorities have proposed substantial
changes to the Community Reinvestment Act and fair lending laws, rules
and regulations, and there can be no certainty as to the effect, if any,
that such changes would have on the Equity Securities in the Trust's
portfolio. In addition, from time to time the deposit insurance system
is reviewed by Congress and federal regulators, and proposed reforms of
that system could, among other things, further restrict the ways in
which deposited moneys can be used by banks or reduce the dollar amount
or number of deposits insured for any depositor. Such reforms could
reduce profitability as investment opportunities available to bank
institutions become more limited and as consumers look for savings
vehicles other than bank deposits. Banks and thrifts face significant
competition from other financial institutions such as mutual funds,
credit unions, mortgage banking companies and insurance companies, and
increased competition may result from legislative broadening of regional
and national interstate banking powers as has been recently enacted.
Among other benefits, the legislation allows banks and bank holding
companies to acquire across previously prohibited state lines and to
consolidate their various bank subsidiaries into one unit. The Sponsor
makes no prediction as to what, if any, manner of bank and thrift
regulatory actions might ultimately be adopted or what ultimate effect
such actions might have on the Trust's portfolio.
Page 20
The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank
holding company, (3) acquiring all or substantially all the assets of a
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and
future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.
The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which could
only be funded in ways that would weaken its financial health, such as
by borrowing. The FRB also may impose limitations on the payment of
dividends as a condition to its approval of certain applications,
including applications for approval of mergers and acquisitions. The
Sponsor makes no prediction as to the effect, if any, such laws will
have on the Equity Securities or whether such approvals, if necessary,
will be obtained.
Investment Services Growth Trust, Series 3. An investment in Units of
the Investment Services Growth Trust should be made with an
understanding of the problems and risks such an investment may entail.
The Investment Services Growth Trust consists of companies engaged in
investment banking/brokerage and investment management. Such companies
include brokerage firms, broker/dealers, investment banks, finance
companies and mutual fund companies. Earnings and share prices of
companies in this industry are quite volatile, and often exceed the
volatility levels of the market as a whole. Recently, ongoing
consolidation in the industry and the strong stock market has benefited
stocks which investors believe will benefit from greater investor and
issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and
short-term interest rates, and the outlook for emerging markets.
Negative trends in any of these earnings determinants could have a
serious adverse effect on the financial stability, as well as the stock
prices, of these companies. Furthermore, there can be no assurance that
the issuers of the Equity Securities included in the Investment Services
Growth Trust will be able to respond in a timely manner to compete in
the rapidly developing marketplace. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization
of traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally.
Pharmaceutical Growth Trust, Series 4. An investment in Units of the
Pharmaceutical Growth Trust should be made with an understanding of the
characteristics of the pharmaceutical and medical technology industries
and the risks which such investment may entail.
Pharmaceutical companies are companies involved in drug development and
production services. Such companies have potential risks unique to their
sector of the healthcare field. Such companies are subject to
governmental regulation of their products and services, a factor which
could have a significant and possibly unfavorable effect on the price
and availability of such products or services. Furthermore, such
companies face the risk of increasing competition from generic drug
sales, the termination of their patent protection for drug products and
the risk that technological advances will render their products or
services obsolete. The research and development costs of bringing a drug
to market are substantial and include lengthy governmental review
processes, with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products
for several years. Such companies may also have persistent losses during
a new product's transition from development to production, and revenue
patterns may be erratic.
The medical sector has historically provided investors with significant
growth opportunities. One of the industries included in the sector is
Page 21
pharmaceutical companies. Such companies develop, manufacture and sell
prescription and over-the-counter drugs. In addition, they are well
known for the vast amounts of money they spend on world-class research
and development. In short, such companies work to improve the quality of
life for millions of people and are vital to the nation's health and
well-being.
As the population of the United States ages, the companies involved in
the pharmaceutical field will continue to search for and develop new
drugs through advanced technologies and diagnostics. On a worldwide
basis, such companies are involved in the development and distributions
of drugs and vaccines. These activities may make the pharmaceutical
sector very attractive for investors seeking the potential for growth in
their investment portfolio. However, there are no assurances that the
Trust's objectives will be met.
Legislative proposals concerning healthcare are considered from time to
time. These proposals span a wide range of topics, including cost and
price controls (which might include a freeze on the prices of
prescription drugs), national health insurance, incentives for
competition in the provision of healthcare services, tax incentives and
penalties related to healthcare insurance premiums and promotion of pre-
paid healthcare plans. The Sponsor is unable to predict the effect of
any of these proposals, if enacted, on the issuers of Equity Securities
in the Trust.
Technology Growth Trust, Series 7. An investment in Units of the
Technology Growth Trust, Series 7 should be made with an understanding
of the characteristics of the technology industry and the risks which
such an investment may entail.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and
services. The market for these products, especially those specifically
related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Equity Securities depends in substantial
part on the timely and successful introduction of new products. An
unexpected change in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular
technology could have a material adverse affect on an issuer's operating
results. Furthermore, there can be no assurance that the issuers of the
Equity Securities will be able to respond in a timely manner to compete
in the rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Equity Securities and therefore
the ability of a Unit holder to redeem Units at a price equal to or
greater than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Equity Securities will obtain orders of similar magnitude as past orders
from other customers. Similarly, the success of certain technology
companies is tied to a relatively small concentration of products or
technologies. Accordingly, a decline in demand of such products,
technologies or from such customers could have a material adverse impact
on issuers of the Equity Securities.
Page 22
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Equity Securities
to protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the securities in
the Trust.
General. Each Trust consists of such Equity Securities listed under the
"Schedule of Investments" for each Trust as may continue to be held from
time to time in a Trust and any additional Equity Securities acquired
and held by the Trusts pursuant to the provisions of the Indenture,
together with cash held in the Income and Capital Accounts. Neither the
Sponsor nor the Trustee shall be liable in any way for any failure in
any of the Equity Securities. However, should any contract for the
purchase of any of the Equity Securities initially deposited hereunder
fail, the Sponsor will, unless substantially all of the moneys held in a
Trust to cover such purchase are reinvested in substitute Equity
Securities in accordance with the Indenture, refund the cash and sales
charge attributable to such failed contract to all Unit holders on the
next distribution date.
Because certain of the Equity Securities from time to time may be sold
under certain circumstances described herein, and because the proceeds
from such events will be distributed to Unit holders and will not be
reinvested, no assurance can be given that a Trust will retain for any
length of time its present size and composition. Although the Portfolio
is not managed, the Sponsor may instruct the Trustee to sell Equity
Securities under certain limited circumstances. Pursuant to the
Indenture and with limited exceptions, the Trustee may sell any
securities or other property acquired in exchange for Equity Securities
such as those acquired in connection with a merger or other transaction.
If offered such new or exchanged securities or property, the Trustee
shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for
deposit in such Trust and either sold by the Trustee or held in the
Trust pursuant to the direction of the Sponsor (who may rely on the
advice of the Portfolio Supervisor). See "Rights of Unit Holders-How May
Equity Securities be Removed from a Trust?" Equity Securities, however,
will not be sold by a Trust to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation.
Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be
in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers
will make a market in the Equity Securities. There can be no assurance
that a market will be made for any of the Equity Securities, that any
market for the Equity Securities will be maintained or of the liquidity
of the Equity Securities in any markets made. In addition, a Trust may
be restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of a Trust,
will be adversely affected if trading markets for the Equity Securities
are limited or absent.
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities or the
general condition of the common stock market may worsen and the value of
the Equity Securities and therefore the value of the Units may decline.
The past market and earnings performance of the Equity Securities
included in the Trusts is not predictive of their future performance.
Common stocks are especially susceptible to general stock market
movements and to volatile increases and decreases of value as market
confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common
stocks have rights to receive payments from the issuers of those common
Page 23
stocks that are generally subordinate to those of creditors of, or
holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks of the type held by a Trust have a right
to receive dividends only when and if, and in the amounts, declared by
the issuer's board of directors and have a right to participate in
amounts available for distribution by the issuer only after all other
claims on the issuer have been paid or provided for. Common stocks do
not represent an obligation of the issuer and, therefore, do not offer
any assurance of income or provide the same degree of protection of
capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its
common stock or the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. The value of common
stocks is subject to market fluctuations for as long as the common
stocks remain outstanding, and thus the value of the Equity Securities
in the Portfolio may be expected to fluctuate over the life of a Trust
to values higher or lower than those prevailing on the Initial Date of
Deposit.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of
the entity, have generally inferior rights to receive payments from the
issuer in comparison with the rights of creditors of, or holders of debt
obligations or preferred stocks issued by, the issuer. Cumulative
preferred stock dividends must be paid before common stock dividends and
any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.
Certain of the securities in one or more of the Trusts are in ADR or GDR
form. ADRs, which evidence American Depositary Receipts and GDRs, which
evidence Global Depositary Receipts, represent common stock deposited
with a custodian in a depositary. American Depositary Shares and Global
Depositary Shares (collectively, the "Depositary Receipts") are issued
by a bank or trust company to evidence ownership of underlying
securities issued by a foreign corporation. These instruments may not
necessarily be denominated in the same currency as the securities into
which they may be converted. For purposes of the discussion herein, the
terms ADR and GDR generally include American Depositary Shares and
Global Depositary Shares, respectively.
Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the
request of market makers and acts as agent for the Depositary Receipts
holder, while the company itself is not involved in the transaction. In
a sponsored facility, the issuing company initiates the facility and
agrees to pay certain administrative and shareholder-related expenses.
Sponsored facilities use a single depositary and entail a contractual
relationship between the issuer, the shareholder and the depositary;
unsponsored facilities involve several depositaries with no contractual
relationship to the company. The depositary bank that issues Depositary
Receipts generally charges a fee, based on the price of the Depositary
Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary
bank incurs expenses in connection with the conversion of dividends or
other cash distributions paid in local currency into U.S. dollars and
such expenses are deducted from the amount of the dividend or
distribution paid to holders, resulting in a lower payout per underlying
shares represented by the Depositary Receipts than would be the case if
the underlying share were held directly. Certain tax considerations,
including tax rate differentials and withholding requirements, arising
from applications of the tax laws of one nation to nationals of another
and from certain practices in the Depositary Receipts market may also
exist with respect to certain Depositary Receipts. In varying degrees,
any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local
market. In addition, the rights of holders of Depositary Receipts may be
different than those of holders of the underlying shares, and the market
for Depositary Receipts may be less liquid than that for the underlying
shares. Depositary Receipts are registered securities pursuant to the
Securities Act of 1933 and may be subject to the reporting requirements
of the Securities Exchange Act of 1934.
For the Equity Securities that are Depositary Receipts, currency
fluctuations will affect the U.S. dollar equivalent of the local
currency price of the underlying domestic share and, as a result, are
Page 24
likely to affect the value of the Depositary Receipts and consequently
the value of the Equity Securities. The foreign issuers of securities
that are Depositary Receipts may pay dividends in foreign currencies
which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many
reasons, including supply and demand of the respective currency, the
soundness of the world economy and the strength of the respective
economy as compared to the economies of the United States and other
countries. Therefore, for any securities of issuers (whether or not they
are in Depositary Receipt form) whose earnings are stated in foreign
currencies, or which pay dividends in foreign currencies or which are
traded in foreign currencies, there is a risk that their United States
dollar value will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies.
Unit holders will be unable to dispose of any of the Equity Securities
in a Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee will
have the right to vote all of the voting stocks in a Trust and will vote
such stocks in accordance with the instructions of the Sponsor.
What are the Equity Securities Selected for America's Leading Brands
Growth Trust, Series 3?
Apparel
_______
Nautica Enterprises, Inc., headquartered in New York, New York, through
subsidiaries, designs, sources and sells fine quality men's sportswear,
outerwear and activewear with a distinctive active outdoor image which
is sold through better department store chains and specialty stores.
St. John Knits, Inc., headquartered in Irvine, California, designs,
makes and markets women's clothing and accessories, sold mainly under
the St. John tradename. Products consist primarily of knitwear, designed
for year-round use and suitable for women's business, evening and casual
needs. The company operates 17 retail boutiques and five outlet stores
in the United States.
Tommy Hilfiger Corporation, headquartered in Kowloon, Hong Kong, through
subsidiaries, designs, sources and markets designer men's sportswear and
boyswear, including woven and knit shirts, pants, sweaters, outerwear,
athletic wear, denim products and certain licensed products under the
Tommy Hilfiger trademark.
Beverages
_________
The Coca-Cola Company, headquartered in Atlanta, Georgia,
makes and distributes soft drink concentrates and syrups, markets juice
and juice-drink products and provides restaurants and institutions with
juices and juice-drink products. The company's products are sold in over
200 countries and include the leading soft drink products in most of
these countries.
PepsiCo, Inc., headquartered in Purchase, New York, produces and
distributes beverage concentrates, syrups and soft drinks. The company
also makes snacks and other food products.
Entertainment
_____________
The Walt Disney Company, headquartered in Burbank, California, operates
as a diversified international entertainment company with operations
consisting of filmed entertainment, theme parks and resorts and consumer
products. The company also has broadcasting (including Capital
Cities/ABC, Inc.) and publishing operations.
Food
____
Campbell Soup Company, headquartered in Camden, New Jersey, makes and
markets high quality, branded convenience food products including canned
foods, frozen foods, fresh bread and rolls, cookies and snacks, dry
soups, refrigerated foods, vegetable oils, beverage and dessert mixes,
sauces, nuts, confectionery items, fish, poultry and mushrooms.
H.J. Heinz Company, headquartered in Pittsburgh, Pennsylvania, makes,
packages and sells processed food products, including ketchup and
sauces/condiments, pet food, baby food, frozen meals and snacks, frozen
potatoes and vegetables, soups, beans and pasta. The company also
provides weight control services and sells food products to food service
operators.
Page 25
Hershey Foods Corporation, headquartered in Hershey, Pennsylvania, makes
and sells chocolate and non-chocolate confectionery products sold in the
form of bar goods, bagged items and boxed items, as well as grocery
products in the form of baking ingredients, chocolate drink mixes,
peanut butter, dessert toppings and beverages.
Sara Lee Corporation, headquartered in Chicago, Illinois, with
subsidiaries, makes, markets and distributes packaged food, packaged
consumer goods and household and personal care products throughout the
world. The company markets its products in more than 140 countries.
Household Products
__________________
The Clorox Company, headquartered in Oakland, California, makes and
sells non-durable consumer products sold mainly through grocery stores,
mass merchandisers and other retail outlets, including laundry
additives, home cleaning products, charcoal, insecticides, cat litter,
dressings and sauces, water filtration systems and professional products.
Colgate-Palmolive Company, headquartered in New York, New
York, through subsidiaries, produces and distributes oral, personal
care, household care and pet nutrition products. The company's principal
global trademarks include "Colgate," "Palmolive," "Mennen," "Kolynos,"
"Protex," "Ajax," "Soupline/Suavitel," "Fab," "Science Diet" and
"Prescription Diet" in addition to various regional trademarks.
Procter & Gamble Company, headquartered in Cincinnati, Ohio, through
subsidiaries, makes detergents, fabric conditioners and hard surface
cleaners; products for personal cleansing, oral care, digestive health,
hair and skin care; paper tissue, disposable diapers and
pharmaceuticals; shortenings, oils, snacks, baking mixes, peanut butter,
coffee, drinks and citrus products.
Pharmaceuticals
_______________
Bristol-Myers Squibb Company, headquartered in New York, New
York, through divisions and subsidiaries, produces and distributes
pharmaceutical and non-prescription health products, toiletries, beauty
aids and medical devices.
Johnson and Johnson, headquartered in New Brunswick, New Jersey, makes
and sells pharmaceuticals, personal healthcare products, medical and
surgical equipment and contact lenses.
Schering-Plough Corporation, headquartered in Madison, New
Jersey, develops, makes and markets pharmaceutical and healthcare
products worldwide. Products include prescription drugs, animal health,
over-the-counter, foot care and sun care products.
Recreation
__________
Callaway Golf Company, headquartered in Carlsbad, California, designs,
develops, makes and markets high-quality, innovative golf clubs,
including oversized metal woods, conventional-sized metal woods, irons,
wedges and putters. The company also sells golf-related equipment and
supplies made by others bearing the Callaway logo.
Carnival Corporation, headquartered in Miami, Florida, operates the
world's largest multiple-night cruise line under the names "Carnival
Cruise," "Holland America Line" and "Windstar Cruises"; markets
sightseeing tours; and operates 16 hotels under the name "Westmark
Hotels."
Harley-Davidson, Inc., headquartered in Milwaukee,
Wisconsin, designs, makes and sells heavyweight touring and custom
motorcycles and related products and accessories. The company also
provides financing and insurance services.
Restaurants
___________
McDonald's Corporation, headquartered in Oak Brook, Illinois, develops,
franchises, operates and services a worldwide system of over 21,000
quick-service restaurants under the name McDonald's.
Retail
______
Gap, Inc., headquartered in San Francisco, California, operates over
1,800 specialty retail stores in the United States, Canada, France,
Germany, Japan and the United Kingdom. The stores sell casual apparel,
shoes and other accessories for men, women and children under a variety
of brand names, including "Gap," "GapKids," "babyGap," "Banana Republic"
and "Old Navy Clothing Co."
Page 26
Technology
__________
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.
Tobacco
_______
Philip Morris Companies, Inc., headquartered in New York, New York,
through subsidiaries, makes cigarettes and tobacco products, packaged
grocery products, coffee, cheeses, chocolate confections, meats and
beer. The company also conducts financing and investment activities and
real estate operations.
Toiletries/Cosmetics
____________________
The Gillette Company, headquartered in Boston, Massachusetts, makes
safety razors and blades, grooming products such as shaving cream,
deodorants and antiperspirants, skin care products, shampoos, alkaline
batteries, Braun electric shavers, small appliances, writing
instruments, correction products and oral care products. The products
are distributed through wholesalers, retailers and agents in over 200
countries and territories.
Toys
____
Mattel, Inc., headquartered in El Segundo, California, designs, makes
and sells "Barbie" fashion dolls and doll clothing and accessories,
Fisher-Price toys and juvenile products, die-cast "Hot Wheels" vehicles
and playsets, "Cabbage Patch Kids" dolls and other large dolls,
"Scrabble," card games, pre-school toys and Disney-licensed toys. Pre-
school toys include "See 'N Say" talking toys and "Uno" and "Skip-Bo"
card games.
What are the Equity Securities Selected for Business Services 2000
Growth Trust Series?
Business & Information Services
_______________________________
ABR Information Services, Inc., headquartered in Palm Harbor, Florida,
provides healthcare benefits administration, information and compliance
services relating to the continuation of healthcare coverage following
changes in employment status and certain other events.
Automatic Data Processing, Inc., headquartered in Roseland, New Jersey,
through subsidiaries, provides computer services, including employer
services, brokerage services, dealer services and automotive claims
services.
Billing Information Concepts Corporation, headquartered in San Antonio,
Texas, provides third-party billing clearinghouse and information
management services to the telecommunications industry.
Central Parking Corporation, headquartered in Nashville, Tennessee,
provides parking management services at multi-level parking facilities
and surface lots. The company also provides parking consulting services,
shuttle services, valet services and parking meter enforcement services,
as well as billing and collection services.
Equifax, Inc., headquartered in Atlanta, Georgia, through subsidiaries,
provides informational services for consumer credit reporting purposes
to retailers, banks and financial institutions; consumer and commercial
credit reporting outside the United States; and credit and debit card
services.
Fair Isaac & Company, Inc., headquartered in San Rafael, California,
develops data management systems and services for the consumer credit,
personal lines of insurance and direct marketing industries. The company
employs various tools, such as database enhancement software, predictive
modeling, adaptive control and systems automation to help its customers
make decisions.
Fiserv, Inc., headquartered in Brookfield, Wisconsin, provides data
processing, software system development, item processing, check imaging,
multiple technology support and related products. The company also has
business support centers in Canada, England and Singapore.
First Data Corporation, headquartered in Hackensack, New Jersey,
provides processing services to issuers of VISA and MasterCards, payment
instrument processing services to institutions and consumers, telephone
and information processing services, shareholder services, information
systems and data processing.
HBO & Company, headquartered in Atlanta, Georgia, develops integrated
patient care, clinical, financial, managed care and strategic management
Page 27
software solutions for the healthcare industry. The company also
provides network communications technologies.
Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing and human resource and benefits outsourcing solutions for
small- to medium-sized businesses nationwide.
Pittston Brink's Group, headquartered in Richmond, Virginia, installs,
services and monitors electronic security systems mainly in owner-
occupied, single-family residences in the United States and Canada. The
company also provides contract carrier armored car, automated teller
machine, air courier, coin wrapping and currency and deposit processing
services.
Quintiles Transnational Corporation, headquartered in Durham, North
Carolina, provides full-service contract research, sales and marketing
services to the global pharmaceutical, biotechnology and medical device
industries. The company also offers health economics, healthcare policy
consulting and disease and health information management services.
Rentokil Initial Plc (ADR), headquartered in West Sussex, United
Kingdom, is an international environmental services group, with services
including pest control, landscaping, hospital waste disposal, cleaning
services and general maintenance for offices and washrooms. The company
also manufactures and sells products under the Rentokil brand name and
offers engineering services for heating and ventilation systems.
ServiceMaster L.P., headquartered in Downers Grove, Illinois, through
partnerships and subsidiaries, provides lawn, tree, plant and shrub
services, pest control, housekeeping, radon testing, cleaning, disaster
restoration, home warranty and service plans and on-site furniture
repair and restoration. The company also provides hospital, health, long-
term care, education, business and management services.
Electronics Manufacturing Services
_________________________________
SCI Systems, Inc., headquartered in Huntsville, Alabama, designs, makes,
markets and services products for the computer, computer peripheral,
telecommunication, medical, industrial, consumer, military and aerospace
markets.
Sanmina Corporation, headquartered in San Jose, California, provides
customized integrated electronics manufacturing services, including
turnkey electronic assembly and manufacturing management services, to
original equipment manufacturers in the electronics industry. The
company also makes custom cable assemblies for the electronics industry.
Solectron Corporation, headquartered in Milpitas, California, provides a
complete range of advanced manufacturing services, including
sophisticated electronic assembly and turnkey manufacturing management
services, to original equipment manufacturers in the electronics
industry. By providing these services to its original equipment
manufacturer (OEM) customers, the company allows OEMs to focus on their
own core strategies such as product development and marketing.
Information Technology Services & Software/Year 2000
_____________________________________________________
Analysts International Corporation, headquartered in Minneapolis,
Minnesota, provides services to assist users of computer equipment in
the development and maintenance of custom applications software programs
and the maintenance of systems software, through 34 regional and branch
offices in 19 states.
CIBER, Inc., headquartered in Englewood, Colorado, provides information
technology consulting services, combining application software staff
supplementation, system life-cycle project responsibility and packaged
software implementation services, through a nationwide network of branch
offices in 21 states.
Computer Horizons Corporation, headquartered in Mountain Lakes, New
Jersey, provides a wide range of information technology services and
solutions to major corporations, including staffing, Year 2000 services,
application development, conversions/migrations, enterprise network
management, legacy maintenance outsourcing, and knowledge transfer and
training.
Computer Sciences Corporation, headquartered in El Segundo, California,
provides management consulting and education and research programs in
the strategic use of information resources; designs, develops and
installs computer-based and communications systems; and provides
outsourcing services, consumer credit-related services and automated
systems.
Compuware Corporation, headquartered in Farmington Hills, Michigan,
develops, sells and supports an integrated line of software products, as
well as client/server systems management and application development
products. The company also offers data processing professional services.
Page 28
Electronic Data Systems Corporation, headquartered in Plano, Texas,
offers a full range of information technology services to enterprises,
government entities and individuals worldwide. Services include
management consulting, systems development, systems integration, systems
management and process management.
Jack Henry & Associates, Inc., headquartered in Monett, Missouri,
provides integrated computer systems for in-house data processing to
banks and other financial institutions. The company also installs
software, performs data conversion, customizes software for the
implementation of its systems and provides customer support services
after the systems are installed.
Keane, Inc., headquartered in Boston, Massachusetts, through divisions,
provides software design, development and management services to
corporations and government agencies with large and recurring software
development needs. The company also develops, makes and supports
financial, patient care and clinical application software for hospitals
and long-term care facilities. Services and methodologies are designed
to enable companies to leverage their existing information systems
capability and more rapidly and cost effectively develop and manage
mission critical software applications.
Mastech Corporation, headquartered in Oakdale, Pennsylvania, provides
information technology services to large organizations, including
client/server design and development, conversion/migration services,
Year 2000 services, enterprise resource planning, package implementation
services and maintenance outsourcing.
PeopleSoft, Inc., headquartered in Pleasanton, California, develops
PeopleSoft Human Resource Management System, PeopleSoft Financials,
PeopleSoft Distribution and PeopleSoft Financials for Public Sector
software products which are portable and scalable families of cross-
industry client/server enterprise-wide applications for use throughout
companies.
SunGard Data Systems Inc., headquartered in Wayne, Pennsylvania, through
subsidiaries, provides computer services and software, including
proprietary investment support systems, comprehensive computer disaster
recovery services and proprietary healthcare information systems.
Staffing
________
AccuStaff, Inc., headquartered in Jacksonville, Florida, provides
strategic staffing, consulting and outsourcing services to businesses,
professional and service organizations and government agencies through
900 branch offices in 45 states, the District of Columbia and Canada.
CORESTAFF, Inc., headquartered in Houston, Texas, provides temporary and
contract personnel to businesses, professional and service
organizations, manufacturers, institutions and government agencies. The
company provides a broad range of services to national, regional and
local clients through 113 branch offices in 20 states, Washington, D.C.
and the United Kingdom.
Interim Services, Inc., headquartered in Fort Lauderdale, Florida,
provides a range of customized staffing solutions, including flexible
staffing, home care, full-time placement, consulting and other value-
added services on a national basis to businesses, professional and
service organizations, government agencies, healthcare facilities and
individuals.
On Assignment, Inc., headquartered in Calabasas, California, provides
temporary and permanent placement of scientific personnel with
laboratories and other institutions. The company also provides temporary
and permanent placement of credit, collection and medical billing
professionals to the financial services and healthcare industries.
Renaissance Worldwide, Inc., headquartered in Newton, Massachusetts,
provides information technology ("IT") consultants on a contract basis
to organizations with complex IT operations. The company's revenue is
mainly derived from supplemental IT staffing services and from
management consulting services provided through its specialized practices.
Robert Half International, Inc., headquartered in Menlo Park,
California, provides temporary and permanent personnel in the fields of
accounting and finance. The company also provides administrative and
office personnel, paralegal, legal administrative, and other legal
support positions and temporary information technology professionals.
Romac International, Inc., headquartered in Tampa, Florida, provides
temporary, contract and permanent placement of professional and
technical personnel under the name ROMAC.
Page 29
What are the Equity Securities Selected for Financial Services Growth
Trust, Series 4?
Banks and Thrifts
_________________
BankAmerica Corporation, headquartered in San Francisco, California,
through subsidiaries, conducts a general banking business through nearly
2,000 offices in nine western states, Alaska and Hawaii, and provides
other financial services throughout the United States and in selected
international markets.
BankBoston Corporation, headquartered in Boston, Massachusetts, through
subsidiaries, conducts a general banking business, offering a broad
range of individual, corporate and global banking services, throughout
the United States and in 24 countries in Latin America, Europe, Asia and
Africa.
Charter One Financial, Inc., headquartered in Cleveland, Ohio, through
wholly-owned Charter One Bank, F.S.B., operates a banking business
through 172 full-service banking offices in Ohio and Michigan and nine
loan production offices in Ohio, Indiana, Kentucky and Michigan.
The Chase Manhattan Corporation, headquartered in New York, New York,
through subsidiaries, conducts domestic and international financial
services business with operations in more than 50 countries and clients
throughout the world. Principal bank subsidiaries of the company are The
Chase Manhattan Bank, a New York banking corporation, Texas Commerce
Bank, N.A., a national bank, and Chase Manhattan Bank USA, N.A., a
national bank.
Citicorp, headquartered in New York, New York, through Citibank, N.A.
and other subsidiaries and affiliates, operates a global financial
services organization, serving individuals, businesses, governments and
financial institutions (including branches, representative offices,
subsidiary and affiliate offices) in over 3,000 locations in 98
countries and territories throughout the world.
Commerce Bancshares, Inc., headquartered in Kansas City, Missouri,
conducts a banking business through over 150 traditional branches and
over 100 non-branch automated teller machines, underwrites credit life,
credit accident and health insurance, sells property and casualty
insurance and provides mortgage banking and real estate services.
First Chicago NBD Corporation, headquartered in Chicago, Illinois,
through subsidiaries, provides banking and financial services in
Illinois, Indiana, Michigan and throughout the United States and the
world to customers, including individuals, corporations, governments and
other institutions.
First Union Corporation, headquartered in Charlotte, North Carolina,
through subsidiaries, conducts a wide range of commercial and retail
banking and trust services. The company also provides other financial
services including mortgage banking, investment banking, home equity
lending, leasing, insurance and securities brokerage.
NationsBank Corporation, headquartered in Charlotte, North Carolina,
through subsidiaries, conducts a general banking business through over
2,600 offices and over 5,000 automated teller machines in 17 states and
Washington, D.C. The company also offers corporate banking and
investment banking services in the United States and abroad and provides
lending services through over 250 offices in 32 states.
Republic New York Corporation, headquartered in New York, New York,
through subsidiaries, conducts a banking business through 95 offices in
New York and Florida and branch offices in several foreign countries.
Insurance
_________
AFLAC, Inc., headquartered in Columbus, Georgia, through subsidiaries,
writes supplemental health insurance, mainly limited to reimbursement
for medical, non-medical and surgical expenses of cancer, and sells
individual and group life, and accident and health insurance.
Allstate Corporation, headquartered in Northbrook, Illinois, through
subsidiaries, writes property-liability insurance, primarily private
passenger automobile and homeowners policies; and offers life insurance,
annuity and group pension products.
American International Group, Inc., headquartered in New York, New York,
is a holding company which provides a broad range of insurance and
insurance-related activities and financial services in the United States
and abroad, and owns and operates ski slopes and related facilities in
Vermont.
The Chubb Corporation, headquartered in Warren, New Jersey, through
subsidiaries, writes property and casualty insurance, including personal
and commercial insurance coverage. The company also develops real
estate, mainly in Florida and New Jersey.
Page 30
CIGNA Corporation, headquartered in Philadelphia, Pennsylvania, one of
the largest investor-owned insurance organizations in the country and
one of the principal companies in the United States financial services
industry, provides life and health insurance, retirement and employee
benefits, property and casualty insurance, asset management, managed
care products and services and individual financial services.
MGIC Investment Corporation, headquartered in Milwaukee, Wisconsin,
through subsidiaries, provides private mortgage insurance in the United
States to savings institutions, mortgage bankers, commercial banks,
mortgage brokers, credit unions and other lenders. The company also
provides various underwriting and contract services related to home
mortgage lending.
SunAmerica, Inc., headquartered in Los Angeles, California, through
subsidiaries, sells tax-deferred, long-term savings products for the pre-
retirement market, including single premium insurance products and fixed
and variable annuities. The company also provides broker-dealer
operations, retirement trust services, asset management and premium
financing.
Specialty Finance
________________
Capital One Financial Corporation, headquartered in Falls Church,
Virginia, issues Visa and MasterCard credit card products to customers
in the United States and the United Kingdom. The company also provides
certain consumer lending and deposit services.
Countrywide Credit Industries, Inc., headquartered in Pasadena,
California, through wholly-owned Countrywide Funding Corporation,
originates, buys, sells and services mortgage loans, including first-
lien mortgage loans secured by single-family (one to four) residences
and offers home equity loans in conjunction with newly produced first-
lien mortgages as a separate product.
Fannie Mae, headquartered in Washington, D.C., is a congressionally
chartered, shareholder-owned company and the nation's largest source of
funds for home mortgages. Fannie Mae has committed to provide $1
trillion in targeted lending for ten million homes by the end of the
decade. The targeted lending will serve low- and moderate-income
families, minorities, new immigrants, residents of central cities and
other underserved areas and people who have special housing needs.
The FINOVA Group, Inc., headquartered in Phoenix, Arizona, mainly
through wholly-owned FINOVA Capital Corp. (Capital Corp.), provides
collateralized financing to enterprises, mainly in 15 specific industry
or market niches. Principal services provided by Capital Corp. are
resort, transportation, commercial real estate, communications,
corporate, medical, commercial equipment, rediscount, franchise,
commercial, inventory and government finance, manufacturing and dealer
services and factoring services.
Freddie Mac, headquartered in McLean, Virginia, is a stockholder-owned
corporation chartered by Congress in 1970 to create a continuous flow of
funds to mortgage lenders. By supplying lenders with the money to make
mortgages and packaging the mortgages into marketable securities, the
company sustains a stable mortgage credit system and reduces the
mortgage rates paid by homebuyers.
Household International, headquartered in Prospect Heights, Illinois,
through subsidiaries, provides consumer financial services, primarily
offering consumer lending products to middle market consumers in the
United States, Canada and the United Kingdom.
MBIA, Inc., headquartered in Armonk, New York, through wholly-owned MBIA
Insurance Corporation, writes municipal bond insurance which provides an
unconditional and irrevocable guarantee of the payment of principal and
interest when due on insured municipal bonds. MBIA Insurance Corporation
also writes insurance for new issues of municipal bonds and for bonds
traded in the secondary market.
MBNA Corporation, headquartered in Wilmington, Delaware, is a bank
holding company which, through wholly-owned MBNA America Bank, N.A.,
issues premium and standard MasterCard or Visa bank credit cards
marketed mainly through endorsements of membership associations and
financial institutions. Credit cards are endorsed by over 4,400 groups.
The company also makes other consumer loans and offers deposit products.
What are the Equity Securities Selected for Investment Services Growth
Trust, Series 3?
The Advest Group, Inc., headquartered in Hartford, Connecticut, through
subsidiaries, offers diverse financial services, mainly in securities-
related areas. The company holds memberships on the New York Stock
Exchange, the American Stock Exchange and other leading exchanges and is
registered with the Commodity Futures Trading Commission.
Bankers Trust New York Corporation, headquartered in New York, New York,
with subsidiaries, operates a general banking business through offices
Page 31
in New York City and other cities as well as foreign branches, and
equity investments in banking and financial institutions in numerous
countries. The company also provides finance, advisory, risk management,
transaction processing and trading and positioning services.
Bear Stearns Companies, Inc., headquartered in New York, New York,
through subsidiaries, provides investment banking, securities trading
and brokerage services to corporations, governments and institutional
and individual investors worldwide.
Dain Rauscher Corporation, headquartered in Minneapolis, Minnesota,
provides advice and services to individual investors through offices in
21 western states and investment banking services to corporations and
municipalities nationwide. The company markets and facilitates clearing
and trade settlement services to 180 unaffiliated broker/dealers in the
United States and internationally.
Donaldson, Lufkin & Jenrette, Inc., headquartered in New York, New York,
provides securities underwriting, sales and trading, merchant banking,
financial advisory services, investment research, correspondent
brokerage services and asset management to institutional, corporate,
governmental and individual clients.
E*Trade Group, Inc., headquartered in Palo Alto, California, provides
online discount brokerage services, using its proprietary processing
technology. Services include automated order placement, portfolio
tracking and related market information, news and other information. The
company offers its services 24 hours a day, seven days a week, through
the Internet, online service providers, direct modem access, touch-tone
telephone and interactive television.
Eaton Vance Corporation, headquartered in Boston, Massachusetts, through
subsidiaries, provides investment advisory and administration services
to mutual funds, institutional accounts and individuals. The company
also markets mutual funds and holds various investment properties and
interests in oil and gas properties.
A.G. Edwards, Inc., headquartered in St. Louis, Missouri, through
subsidiaries, provides securities and commodities brokerage, asset
management, insurance, trust, investment banking and other related
financial services to individual, corporate, governmental and
institutional clients. Revenues are derived mainly from commissions,
asset management, service fees, principal transactions, investment
banking and interest.
EVEREN Capital Corporation, headquartered in Chicago, Illinois, through
EVEREN Securities, Inc., provides full-service, retail-oriented
securities brokerage operations with a distribution force of over 1,200
retail registered representatives located in over 100 branch offices in
27 states.
Franklin Resources, Inc., headquartered in San Mateo, California,
through subsidiaries, provides investment management, marketing,
distribution, transfer agency and administrative services to open-end
investment companies and to managed and institutional accounts. The
company also provides investment management and related services to
closed-end investment companies.
Hambrecht & Quist Group, headquartered in San Francisco, California,
provides investment banking services with a focus on emerging growth
companies and growth-oriented investors. The company helps raise equity
capital and provides financial advice to emerging growth companies
within its areas of focus.
Interstate/Johnson Lane, Inc., headquartered in Charlotte, North
Carolina, through subsidiaries, provides securities and futures
brokerage for retail and institutional customers, market-making and
underwriting of municipal and corporate securities, investment
management, investment banking and other financial advisory services.
The company also sells mutual funds, annuities and other financial
products.
Investment Technology Group, Inc., headquartered in New York, New York,
provides automated equity trading services and transaction research to
institutional investors and brokers. Main services are POSIT, an
electronic stock crossing system and QuantEX, a decision support and
execution system with integrated trade analysis, routing and management
capabilities.
Jefferies Group, Inc., headquartered in Los Angeles, California, through
subsidiaries, provides equity securities brokerage and trading services,
automated securities trade execution and analysis services, and performs
execution services.
Legg Mason, Inc., headquartered in Baltimore, Maryland, through
subsidiaries, provides securities brokerage and trading, investment of
Page 32
mutual funds and individual and institutional accounts, investment
banking for corporations and municipalities, commercial mortgage banking
and other financial services.
Lehman Brothers Holdings, Inc., headquartered in New York, New York,
through wholly-owned Lehman Brothers Inc., provides securities
underwriting, financial advisory and investment and merchant banking
services, securities and commodities trading as principal and agent, and
asset management to institutional, corporate, government and high net
worth individual clients throughout the United States and the world.
Marsh & McLennan Companies, Inc., headquartered in New York, New York,
through subsidiaries and affiliates, provides insurance and reinsurance
services worldwide as broker, agent or consultant for clients and
designs, distributes and administers a wide range of insurance and
financial products and services. The company also provides consulting,
securities investment advisory and management services.
MBIA, Inc., headquartered in Armonk, New York, through wholly-owned MBIA
Insurance Corp., writes municipal bond insurance which provides an
unconditional and irrevocable guarantee of the payment of principal and
interest when due on insured municipal bonds. MBIA Insurance Corp. also
writes insurance for new issues of municipal bonds and for bonds traded
in the secondary market.
McDonald & Company Investments, headquartered in Cleveland, Ohio,
through wholly-owned McDonald & Company Securities, Inc., operates a
regional investment banking, investment advisory and brokerage business
through 42 sales offices in California, Florida, Georgia, Illinois,
Indiana, Kentucky, Massachusetts, Michigan, New Jersey, Ohio and
Tennessee. The company also provides personal trust services.
Merrill Lynch & Company, Inc., headquartered in New York, New York,
through subsidiaries, provides brokering, trading, underwriting;
investment banking, corporate finance advisory services; asset
management; trading of foreign exchange instruments, futures,
commodities and derivatives; securities clearance services; banking,
trust and lending services; and insurance services.
Morgan Keegan, Inc., headquartered in Memphis, Tennessee, through wholly-
owned Morgan Keegan & Co., Inc., operates as a regional securities
broker-dealer serving institutional clients throughout the United States
and in other countries and retail customers in the southeastern United
States.
Morgan Stanley, Dean Witter, Discover and Co., headquartered in New
York, New York, issues, markets and services the Discover Card, a
proprietary general purpose credit and financial services card designed
to appeal to the value-conscious consumer. The company also provides a
broad range of investment products, with primary focus on individual
customers.
Paine Webber Group, Inc., headquartered in New York, New York, through
wholly-owned PaineWebber Inc. and other subsidiaries, provides services
in connection with the purchase and sale of securities, option
contracts, commodities, financial futures contracts, direct investments,
selected insurance products, fixed income instruments and mutual funds,
and conducts investment banking activities.
T. Rowe Price Associates, Inc., headquartered in Baltimore, Maryland,
serves as investment adviser to the T. Rowe Price Mutual Funds, other
sponsored investment products and institutional and individual private
accounts. The company also provides certain administrative and
shareholder services to the Price Funds and other mutual funds.
Raymond James Financial, Inc., headquartered in St. Petersburg, Florida,
through subsidiaries, provides investment and financial planning
products and services, including securities brokerage, investment
banking and asset management, banking and cash management, trust
services and life insurance.
Charles Schwab Corporation, headquartered in San Francisco, California,
through subsidiaries, provides discount securities brokerage and related
financial services. The company also offers trade execution services for
Nasdaq securities to broker-dealers and institutional customers.
SEI Investments Company, headquartered in Oaks, Pennsylvania, provides
trust and banking services and fund sponsor/investment advisory
services. Services include trust accounting, management information
services, investment products, and investment performance and benefit
services. The company's two major product lines are investment
technology and services, and asset management.
Southwest Securities Group, Inc., headquartered in Dallas, Texas, with
wholly-owned subsidiaries, provides securities transaction processing
and related services to broker/dealers, securities brokerage and
investment services to individuals; investment banking services to
municipal and corporate clients, fixed income and equity securities
trading; and asset management and trust services.
Page 33
Travelers Group, Inc., headquartered in New York, New York, through
subsidiaries, provides investment banking and securities brokerage
services; insurance services, including life, accident, health, credit,
property and casualty insurance; and consumer finance services.
United Asset Management Corporation, headquartered in Boston,
Massachusetts, owns investment management subsidiaries which operate as
investment advisers that manage both domestic and international
investment portfolios for corporate, government and union pension funds,
endowments, foundations, mutual funds and individuals.
What are the Equity Securities Selected for Pharmaceutical Growth Trust,
Series 4?
Abbott Laboratories, headquartered in Abbott Park, Illinois, discovers,
develops, makes and sells a broad and diversified line of healthcare
products and services. The company's operations are comprised of two
principal segments: pharmaceutical and nutritional products and hospital
and laboratory products.
American Home Products Corporation, headquartered in Madison, New
Jersey, makes healthcare products, infant nutritionals, cardiovascular
and metabolic disease therapies, mental health products, anti-
inflammatory/analgesic products and vaccines, over-the-counter drugs,
medical supplies and diagnostics and food products.
Amgen, Inc., headquartered in Thousand Oaks, California, a global
biotechnology concern, develops, makes and markets human therapeutics
based on advanced cellular and molecular biology, including a protein
that stimulates red blood cell production and a protein that stimulates
white blood cell production.
Astra AB (ADR), headquartered in Sodertalje, Sweden, researches,
develops and makes pharmaceuticals for gastrointestinal disorders,
respiratory and cardiovascular disease, the central nervous system,
infection and pain control, as well as advanced medical devices mainly
for surgery, radiology, urotherapy and odontology.
Biogen, Inc., headquartered in Cambridge, Massachusetts, develops and
makes pharmaceuticals for human healthcare through genetic engineering.
The company is focused primarily on developing and testing products for
the treatment of multiple sclerosis, inflammatory and respiratory
diseases, kidney diseases and certain viruses and cancers.
Bristol-Myers Squibb Company, headquartered in New York, New
York, through divisions and subsidiaries, produces and distributes
pharmaceutical and non-prescription health products, toiletries, beauty
aids and medical devices.
Dura Pharmaceuticals, Inc., headquartered in San Diego, California,
markets and develops prescription pharmaceuticals, drug delivery and
monitoring systems for the treatment of asthma, hay fever, chronic
obstructive pulmonary disease, the common cold and other respiratory
illnesses. The company also operates a mail service pharmacy.
Elan Corporation Plc (ADR), headquartered in Westmeath, Ireland,
develops and licenses drug delivery systems formulated to improve
absorption and utilization of certain existing pharmaceutical compounds,
allowing them to be taken less frequently, with reduced side effects and
occasionally, in reduced dosage. The company develops its formulated
compounds under license arrangements with major pharmaceutical firms and
subsequently manufactures the licensees' requirements, in whole or in
part.
Eli Lilly and Company, headquartered in Indianapolis, Indiana, with
subsidiaries, develops, makes and markets pharmaceutical and animal
health products, sold in over 150 countries around the world. The
company also provides healthcare management services in the United States.
Genzyme Corporation (General Division), headquartered in Cambridge,
Massachusetts, through divisions, develops and markets specialty
therapeutic, surgical and diagnostic products, pharmaceuticals and
genetic diagnostic services. The company also develops, makes and
markets biological products for the treatment of cartilage damage,
severe burns, chronic skin ulcers and neurodegenerative diseases.
Glaxo Wellcome Plc (ADR), headquartered in London, England, the world's
largest pharmaceutical company, conducts research into and develops,
makes and markets ethical pharmaceuticals around the world. Products
include gastrointestinal, respiratory, anti-emesis, anti-migraine,
systemic antibiotics, cardiovascular, dermatological, foods and animal
health.
IDEC Pharmaceuticals, Inc., headquartered in San Diego, California,
develops products for the long-term management of immune system cancers
and autoimmune and inflammatory diseases. The company's lead immune
Page 34
system cancer and rheumatoid arthritis products are genetically
engineered to combat disease through the patient's immune system.
Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and
sells pharmaceuticals, personal healthcare products, medical and
surgical equipment, and contact lenses.
MedImmune, Inc., headquartered in Gaithersburg, Maryland, develops and
markets products for the prevention and treatment of infectious disease
and for use in transplantation medicine.
Merck & Company, Inc., headquartered in Whitehouse Station, New Jersey,
discovers, develops, makes and markets a broad range of human and animal
health products and services. The company also administers managed
prescription drug programs.
Novartis AG (ADR), headquartered in Basel, Switzerland, is a world
leader in life sciences with core businesses in healthcare, agribusiness
and nutrition. The company was created by the merger of Sandoz and Ciba-
Geigy, the Swiss pharmaceutical companies.
Pfizer, Inc., headquartered in New York, New York, produces and
distributes anti-infectives, anti-inflammatory agents, cardiovascular
agents, anti-fungal drugs, central nervous system agents, orthopedic
implants, food science products, animal health products, toiletries,
baby care products, dental rinse and other proprietary health items.
Roche Holding AG (ADR), headquartered in Basel, Switzerland, develops
and manufactures pharmaceutical and chemical products. The company,
through its subsidiaries, develops pharmaceuticals and drugs, fine
chemicals and vitamins, fragrances and flavors, diagnostic equipment and
liquid crystals. The company distributes its products throughout Europe,
the United States, Asia and Latin America.
R.P. Scherer Corporation, headquartered in Troy, Michigan, develops and
makes oral drug delivery systems, primarily softgel capsules, which are
used for a broad range of pharmaceutical, nutritional, cosmetic and
recreational products. The company also holds the rights to acquire
several other drug delivery technologies.
Schering-Plough Corporation, headquartered in Madison, New
Jersey, develops, makes and markets pharmaceutical and healthcare
products worldwide. Products include prescription drugs, animal health,
over-the counter, foot care and sun care products.
SmithKline Beecham Plc (ADR), headquartered in Middlesex, England,
through subsidiaries, develops, makes and markets human pharmaceuticals,
over-the-counter medicines, consumer healthcare products and clinical
laboratory testing services.
Teva Pharmaceutical Industries Ltd. (ADR), headquartered in Petach
Tikva, Israel, makes, sells and exports antibiotic, cardiovascular,
analgesic, gastrointestinal, anti-diabetic, fertility, central nervous
system, oncological, anti-inflammatory and ophthalmological drugs. The
company also makes bulk pharmaceutical chemicals, hospital supplies,
veterinary products, yeast and alcohol.
Warner-Lambert Company, headquartered in Morris Plains, New
Jersey, makes consumer healthcare products including over-the-counter
health products, shaving products and pet care products. The company
also makes confectionery products including chewing gums, breath mints
and hard candies; and ethical pharmaceuticals, biologicals and empty
gelatin capsules.
Watson Pharmaceuticals, Inc., headquartered in Corona, California,
researches, develops and sells off-patent and proprietary pharmaceutical
products, including therapeutic equivalents of solid, liquid and
sustained release products.
Zeneca Group Plc (ADR), headquartered in London, England, researches,
develops and makes ethical (prescription) pharmaceuticals, agricultural
chemicals, specialty chemicals and seeds and provides disease-specific
healthcare services.
What are the Equity Securities Selected for Technology Growth Trust,
Series 7?
Computer & Peripherals
______________________
Compaq Computer Corporation, headquartered in Houston, Texas, makes and
markets desktop personal computers, portable computers, workstations,
communications products, tower PC servers and peripheral products that
store and manage data in network environments. Products are marketed
mainly to business, home, government and education customers. Products
are sold directly to full-service computer specialty dealers for resale
to end-users.
Page 35
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of personal
computers, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
EMC Corporation, headquartered in Hopkinton, Massachusetts, with
subsidiaries, designs, makes, markets and supports high-performance
storage products and provides related services for the mainframe, open
systems and network-attached computer storage markets worldwide.
Hewlett-Packard Company, headquartered in Palo Alto,
California, designs, makes and services equipment and systems for
measurement, computation and communications, including computer systems,
personal computers, printers, calculators, electronic test equipment,
medical electronic equipment, solid state components and instrumentation
for chemical analysis.
Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products, including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support. Software utilizes the UNIX operating
system.
Computer Networking
____________________
3Com Corporation, headquartered in Santa Clara, California, designs,
makes, markets and supports a wide range of global data networking
computer systems based on industry standards and an open systems
architecture. The company also offers integrated services, digital
network adapters, internet-working products and integrated digital
remote access systems.
Adaptec, Inc., headquartered in Milpitas, California, designs, makes and
markets hardware and software products that enhance data transfer rates
between computers, peripherals and networks. The company's Input/Output,
connectivity and network products are incorporated into the systems and
products of major computer and peripheral makers worldwide.
Bay Networks, Inc., headquartered in Santa Clara, California, develops,
makes, markets and supports a line of data networking products and
services which enable end users to build or enhance their data network
systems.
Cisco Systems, Inc., headquartered in San Jose, California, develops,
makes, sells and supports high performance internet-working systems that
link geographically dispersed local-area and wide-area networks to form
a single, seamless information infrastructure.
Semiconductor Equipment
_______________________
Applied Materials, Inc., headquartered in Santa Clara, California,
develops, makes, sells and services semiconductor wafer fabrication
equipment and related spare parts worldwide. The company also supplies
critical dimension scanning electron microscope systems and wafer and
reticle inspection systems.
ASM Lithography Holding NV, headquartered in The Netherlands, develops,
makes, sells and services advanced photolithography projection systems,
known as wafer steppers, that are essential to the fabrication of modern
integrated circuits.
KLA-Tencor Corporation, headquartered in San Jose, California,
manufactures yield management and process monitoring systems
for the semiconductor industry. The company's systems are used to
analyze product and process quality at critical steps in the manufacture
of circuits and to provide feedback so that fabrication problems can be
identified. KLA-Tencor Corporation operates sales, service and
application centers worldwide.
Semiconductors
______________
Altera Corporation, headquartered in San Jose, California, develops and
markets high-density CMOS (complementary-metal-oxide-semiconductor)
programmable logic devices and associated software tools for logic
development.
Intel Croporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.
Maxim Integrated Products, Inc., headquartered in Sunnyvale, California,
designs, develops, and makes linear and mixed-signal integrated circuits
for the analog market. Products include converters, interface circuits,
Page 36
power supplies, microprocessor supervisors, battery chargers,
operational amplifiers, multiplexers, switches and voltage references.
Motorola, Inc., headquartered in Schaumburg, Illinois, designs, makes
and sells, mainly under the Motorola brand name, two-way land mobile
communication systems, paging and wireless data systems, personal
communications equipment and systems, semiconductors and electronic
equipment for military and aerospace use. The company also makes
subscriber and infrastructure equipment, cellular mobile and portable
telephones and systems, modems, multiplexers and network processors and
provides services for paging, cellular telephone, shared mobile radio
and wireless data.
MRV Communications, Inc., headquartered in Chatsworth, California,
designs, makes and markets high speed network switching and fiber optic
transmission systems which enhance the performance of existing data and
telecommunications networks.
SGS-Thomson Microelectronics NV, headquartered in St. Genis
Pouilly, France, designs, develops, makes and markets a broad range of
semiconductor integrated circuits and discrete devices used in a variety
of microelectronic applications, including telecommunications and
computer systems, consumer products, automotive products and industrial
automation and control systems.
Smart Modular Technologies, Inc., headquartered in Fremont, California,
designs, makes and markets memory modules, personal computer card
products and embedded processor modules primarily to leading original
equipment manufacturers in the computer, networking and
telecommunications industries.
Software
________
BMC Software, Inc., headquartered in Houston, Texas, develops, markets
and supports standard systems software products to enhance IBM's
mainframe database management, network management and data
communications software systems, mainly IMS/DB, IMS/TM, CICS and DB2.
Baan Company NV, headquartered in Menlo Park, California, provides open
systems, client/server-based Enterprise Resource Planning (ERP)
software. ERP systems permit the enterprise-wide management of
resources, and the integration of various functions across an
organization.
Microsoft Corporation, headquartered in Redmond, Washington, makes,
sells and licenses software products, including operating systems,
server applications, business and consumer products, Internet software
technologies and development tools. The company also markets personal
computer books and input devices and researches and develops software
technologies. The company is divided into four groups: the Platforms
Product Group, the Applications and Content Product Group, the Sales and
Support Group and the Operations Group.
Network Associates, Inc., headquartered in Santa Clara, California,
supplies enterprise network security and management solutions. The
company's products are marketed under the brand names "Total Virus
Defense," "Total Network Security," "Total Network Visibility" and
"Total ServiceDesk."
Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management, network products,
application development, business intelligence productivity tools and
client server business applications.
SAP AG (ADR), headquartered in Walldorf, Germany, is a multinational
software company which develops software, consults on organizational
usage of its software application and trains users. The company also
provides products and services through subsidiaries, distributors and
other business partners worldwide.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before making
a decision to invest in the Trusts.
The value of the Equity Securities will fluctuate over the life of a
Trust and may be more or less than the price at which they were
deposited in such Trust. The Equity Securities may appreciate or
depreciate in value (or pay dividends) depending on the full range of
economic and market influences affecting these securities.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any Security. In the event of a notice
Page 37
that any Equity Security will not be delivered ("Failed Contract
Obligations") to a Trust, the Sponsor is authorized under the Indenture
to direct the Trustee to acquire other Equity Securities ("Replacement
Securities"). Any Replacement Security will be identical to those which
were the subject of the failed contract. The Replacement Securities must
be purchased within 20 days after delivery of the notice of a failed
contract and the purchase price may not exceed the amount of funds
reserved for the purchase of the Failed Contract Obligations.
If the right of limited substitution described in the preceding
paragraph is not utilized to acquire Replacement Securities in the event
of a failed contract, the Sponsor will refund the sales charge
attributable to such Failed Contract Obligations to all Unit holders of
a Trust and the Trustee will distribute the principal attributable to
such Failed Contract Obligations not more than 120 days after the date
on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in a Trust. In addition,
Unit holders should be aware that, at the time of receipt of such
principal, they may not be able to reinvest such proceeds in other
securities at a yield equal to or in excess of the yield which such
proceeds would have earned for Unit holders of a Trust.
The Indenture also authorizes the Sponsor to increase the size of a
Trust and the number of Units thereof by the deposit of additional
Equity Securities, or cash (including a letter of credit) with
instructions to purchase additional Equity Securities, in such Trust and
the issuance of a corresponding number of additional Units. If the
Sponsor deposits cash, existing and new investors could experience a
dilution of their investments and a reduction in anticipated income
because of fluctuations in the prices of the Equity Securities between
the time of the cash deposit and the actual purchase of the Equity
Securities and because the Trusts will pay the brokerage fees associated
therewith.
Each Trust consists of the Equity Securities listed under "Schedule of
Investments" for each Trust (or contracts to purchase such Securities)
as may continue to be held from time to time in such Trust and any
additional Equity Securities acquired and held by such Trust pursuant to
the provisions of the Indenture (including provisions with respect to
deposits into such Trust of Equity Securities in connection with the
issuance of additional Units).
Once all of the Equity Securities in a Trust are acquired, the Trustee
will have no power to vary the investments of such Trust, i.e., the
Trustee will have no managerial power to take advantage of market
variations to improve a Unit holder's investment, and may dispose of
Equity Securities only under limited circumstances. See "Rights of Units
Holders-How May Equity Securities be Removed from a Trust?"
To the best of the Sponsor's knowledge, there is no litigation pending
as of the Initial Date of Deposit in respect of any Equity Security
which might reasonably be expected to have a material adverse effect on
a Trust. At any time after the Initial Date of Deposit, litigation may
be instituted on a variety of grounds with respect to the Equity
Securities. The Sponsor is unable to predict whether any such litigation
will be instituted, or if instituted, whether such litigation might have
a material adverse effect on a Trust.
Legislation. From time to time Congress considers proposals to reduce
the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return
to investors who can take advantage of the deduction. Unit holders are
urged to consult their own tax advisors. Further, at any time after the
Initial Date of Deposit, legislation may be enacted that could
negatively affect the Equity Securities in a Trust or the issuers of the
Equity Securities. Changing approaches to regulation, particularly with
respect to the environment or with respect to the petroleum industry,
may have a negative impact on certain companies represented in a Trust.
There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or
will not impair the ability of the issuers of the Equity Securities to
achieve their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
underlying value of the Equity Securities in a Trust (generally
determined by the closing sale prices of listed Equity Securities and
the ask prices of over-the-counter traded Equity Securities), plus or
minus cash, if any, in the Income and Capital Accounts of a Trust, plus
an initial sales charge equal to the difference between the maximum
sales charge of 4.5% of the Public Offering Price and the maximum
remaining deferred sales charge, initially $.350 per Unit. Commencing on
Page 38
August 20, 1998, and on the twentieth day of each month thereafter (or
if such date is not a business day, on the preceding business day)
through December 18, 1998, a deferred sales charge of $.07 will be
assessed per Unit per month. Units purchased subsequent to the initial
deferred sales charge payment but still during the initial offering
period will be subject to the initial sales charge and the remaining
deferred sales charge payments not yet collected. The deferred sales
charge will be paid from funds in the Income and/or Capital Accounts, if
sufficient, or from the periodic sale of Equity Securities. The total
maximum sales charge assessed to Unit holders on a per Unit basis will
be 4.5% of the Public Offering Price (equivalent to 4.545% of the net
amount invested, exclusive of the deferred sales charge) subject to
reduction beginning January 29, 1999.
During the initial offering period, the Sponsor's Repurchase Price is
based on the aggregate underlying value of the Equity Securities in a
Trust (generally determined by the closing sale prices of listed Equity
Securities and the ask prices of over-the-counter traded Equity
Securities), plus or minus cash, if any, in the Income and Capital
Accounts of a Trust divided by the number of Units of a Trust
outstanding, reduced by the deferred sales charge not yet paid. For
secondary market sales after the completion of the deferred sales charge
period, the Public Offering Price is also based on the aggregate
underlying value of the Equity Securities in a Trust (generally
determined by the closing sale prices of listed Equity Securities and
the bid prices of over-the-counter traded Equity Securities), plus or
minus cash, if any, in the Income and Capital Accounts of a Trust, plus
a one-time initial sales charge of 4.5% of the Public Offering Price
(equivalent to 4.712% of the net amount invested) divided by the number
of outstanding Units of a Trust and will be reduced by 1/2 of 1% on each
subsequent January 29, commencing January 29, 1999 to a minimum sales
charge of 3.0%.
The minimum amount which an investor may purchase of a Trust is $1,000
($500 for Individual Retirement Accounts or other retirement plans).
The applicable sales charge for the Trusts for both primary and
secondary market sales is reduced by a discount as indicated below for
aggregate volume purchases of the Trusts (except for sales made pursuant
to a "wrap fee account" or similar arrangements as set forth below):
<TABLE>
<CAPTION>
Primary and Secondary
_____________________
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
<S> <C> <C>
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
___________
<FN>
* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
</FN>
</TABLE>
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. An investor may aggregate purchases of Units of Trusts contained
in this Prospectus and other trusts sponsored by Nike Securities L.P.
which are currently in the initial offering period and which have
substantially the same sales load and years to maturity as the Trusts
for purposes of qualifying for volume purchase discounts listed above.
Unit holders of other unit investment trusts in which the Sponsor acted
as sole Principal Underwriter and which at the time of their creation
had substantially the same sales load and approximately a five year term
("Eligible Sector Trusts") may utilize their redemption or termination
proceeds from the Eligible Sector Trusts to acquire Units of the Trusts
during the initial offering period subject only to the remaining
deferred sales charge to be collected on such Units. Unit holders who
redeem units of the Eligible Sector Trusts should note that they will be
assessed the amount of any remaining deferred sales charges on such
units at the time of redemption.
Additionally, Units purchased in the name of the spouse of a purchaser
or in the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales charge,
to be additional purchases by the purchaser. The reduced sales charges
will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account. The
purchaser must inform the broker/dealer, bank or other selling agent of
any such combined purchase prior to the sale in order to obtain the
indicated discount. In addition, with
respect to the employees, officers and directors (including their
Page 39
immediate family members, defined as spouses, children, grandchildren,
parents, grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-
law and daughters-in-law, and trustees, custodians or fiduciaries for
the benefit of such persons) of the Sponsor and broker/dealers, banks or
other selling agents and their subsidiaries and vendors providing
services to the Sponsor, Units may be purchased at the Public Offering
Price less the concession the Sponsor typically allows to dealers and
other selling agents.
Units may be purchased in the primary or secondary market at the Public
Offering Price less the concession the Sponsor typically allows to
dealers and other selling agents (see "Public Offering-How are Units
Distributed?") for purchases by investors who purchase Units through
registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees
for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment
of an investment account for which a comprehensive "wrap fee" charge is
imposed.
Had the Units of the Trusts been available for sale on the business day
prior to the Initial Date of Deposit, the Public Offering Price would
have been as indicated in "Summary of Essential Information." The Public
Offering Price of Units on the date of the prospectus or during the
initial offering period may vary from the amount stated under "Summary
of Essential Information" in accordance with fluctuations in the prices
of the underlying Equity Securities. During the initial offering period,
the aggregate value of the Units of a Trust shall be determined on the
basis of the aggregate underlying value of the Equity Securities therein
plus or minus cash, if any, in the Income and Capital Accounts of a
Trust. The aggregate underlying value of the Equity Securities during
the initial offering period will be determined in the following manner:
if the Equity Securities are listed, this evaluation is generally based
on the closing sale prices on that exchange (unless it is determined
that these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange, at the closing ask
prices. If the Equity Securities are not so listed or, if so listed and
the principal market therefor is other than on the exchange, the
evaluation shall generally be based on the current ask prices on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are
unavailable, the evaluation is generally determined (a) on the basis of
current ask prices for comparable securities, (b) by appraising the
value of the Equity Securities on the ask side of the market or (c) by
any combination of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the aggregate underlying
value of the Equity Securities therein, plus or minus cash, if any, in
the Income and Capital Accounts of a Trust plus the applicable sales
charge. The aggregate underlying value of the Equity Securities for
secondary market sales is calculated in the same manner as described
above for sales made during the initial offering period with the
exception that bid prices are used instead of ask prices.
Although payment is normally made three business days following the
order for purchase (the "date of settlement"), payment may be made prior
thereto. A person will become owner of the Units on the date of
settlement provided payment has been received. Cash, if any, made
available to the Sponsor prior to the date of settlement for the
purchase of Units may be used in the Sponsor's business and may be
deemed to be a benefit to the Sponsor, subject to the limitations of the
Securities Exchange Act of 1934. Delivery of Certificates representing
Units so ordered will be made three business days following such order
or shortly thereafter. See "Rights of Unit Holders-How May Units be
Redeemed?" for information regarding the ability to redeem Units ordered
for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the Initial
Date of Deposit and (ii) for additional Units issued after such date as
additional Equity Securities or cash are deposited by the Sponsor, Units
will be distributed to the public at the then current Public Offering
Price. The initial offering period may be up to approximately 360 days.
During such period, the Sponsor may deposit additional Equity Securities
or cash in a Trust and create additional Units. Units reacquired by the
Sponsor during the initial offering period (at prices based upon the
aggregate underlying value of the Equity Securities in a Trust plus or
minus a pro rata share of cash, if any in the Income and Capital
Accounts of such Trust) may be resold at the then current Public
Offering Price. Upon the termination of the initial offering period,
Page 40
unsold Units created or reacquired during the initial offering period
will be sold or resold at the then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in the
secondary market (see "Public Offering-Will There be a Secondary
Market?") may be offered by this prospectus at the secondary market
public offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales initially will be made to dealers and
other selling agents at prices which represent a concession or agency
commission of 3.2% of the Public Offering Price, and, for secondary
market sales, 3.2% of the Public Offering Price (or 65% of the then
current maximum sales charge after January 29, 1999).
Dealers and other selling agents will be allowed a concession or agency
commission on the sale of Units purchased with redemption or termination
proceeds from Eligible Sector Trusts equal to (i) $.22 per Unit on Units
sold subject to a deferred sales charge of $.35 per Unit or (ii) 63% of
the then current maximum remaining deferred sales charge on Units sold
subject to a deferred sales charge of less than $.35 per Unit. Volume
concessions or agency commissions of an additional 0.30% of the Public
Offering Price on all purchases of Units of the Trusts will be given to
any broker/dealer or bank, who has aggregate purchases from the Sponsor
on the Initial Date of Deposit of at least $100,000 of the Trusts or
purchases $250,000 of any one of such Trusts on any day thereafter. In
addition, dealers and other selling agents will receive an additional
volume concession or agency commission with respect to sales of Units
of each individual Trust in the amounts set forth below:
Additional
Total Sales per Trust Concession
_____________________ __________
$1,000,000 but less than $2,000,000 .10%
$2,000,000 but less than $3,000,000 .15%
$3,000,000 but less than $10,000,000 .20%
$10,000,000 or more .30%
Effective on each January 29, commencing January 29, 1999, the sales
charge will be reduced by 1/2 of 1% to a minimum sales charge of 3.0%.
However, resales of Units of a Trust by such dealers and other selling
agents to the public will be made at the Public Offering Price described
in the prospectus. The Sponsor reserves the right to change the amount
of the concession or agency commission from time to time. Certain
commercial banks may be making Units of a Trust available to their
customers on an agency basis. A portion of the sales charge paid by
these customers is retained by or remitted to the banks in the amounts
indicated above. Under the Glass-Steagall Act, banks are prohibited from
underwriting Trust Units; however, the Glass-Steagall Act does permit
certain agency transactions and the banking regulators have not
indicated that these particular agency transactions are not permitted
under such Act. In Texas and in certain other states, any banks making
Units available must be registered as broker/dealers under state law.
From time to time the Sponsor may implement programs under which
broker/dealers, banks or other selling agents of a Trust may receive
nominal awards from the Sponsor for each of their registered
representatives who have sold a minimum number of UIT Units during a
specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales force of a broker/dealer,
bank or other selling agent may be eligible to win other nominal awards
for certain sales efforts, or under which the Sponsor will reallow to
any such dealer that sponsors sales contests or recognition programs
conforming to criteria established by the Sponsor, or participates in
sales programs sponsored by the Sponsor, an amount not exceeding the
total applicable sales charges on the sales generated by such person at
the public offering price during such programs. Also, the Sponsor in its
discretion may from time to time pursuant to objective criteria
established by the Sponsor pay fees to qualifying dealers for certain
services or activities which are primarily intended to result in sales
of Units of a Trust. Such payments are made by the Sponsor out of its
own assets, and not out of the assets of a Trust. These programs will
not change the price Unit holders pay for their Units or the amount that
the Trusts will receive from the Units sold.
The Sponsor may from time to time in its advertising and sales materials
compare the then current estimated returns on the Trusts and returns
over specified periods on other similar trusts sponsored by Nike
Securities L.P. with returns on other taxable investments such as
corporate or U.S. Government bonds, bank CDs and money market accounts
or money market funds, each of which has investment characteristics that
may differ from those of the Trusts. U.S. Government bonds, for example,
are backed by the full faith and credit of the U.S. Government and bank
CDs and money market accounts are insured by an agency of the federal
Page 41
government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics
of the Trusts are described more fully elsewhere in this Prospectus.
Information on percentage changes in the dollar value of Units, on the
basis of changes in Unit price may be included from time to time in
advertisements, sales literature, reports and other information
furnished to current or prospective Unit holders. Total return figures
are not averaged, and may not reflect deduction of the sales charge,
which would decrease the return. Average annualized return figures
reflect deduction of the maximum sales charge. No provision is made for
any income taxes payable.
Past performance may not be indicative of future results. Each Trust's
portfolio is not managed. Unit price and return fluctuate with the value
of the common stocks in a Trust's portfolio, so there may be a gain or
loss when Units are sold.
Each Trust's performance may be compared to performance on a total
return basis with the Dow Jones Industrial Average, the S&P 500
Composite Stock Price Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money, The New York Times, U.S. News and World Report, Business
Week, Forbes or Fortune. As with other performance data, performance
comparisons should not be considered representative of a Trust's
relative performance for any future period.
What are the Sponsor's Profits?
The Sponsor of the Trusts will receive a gross sales commission equal to
4.5% of the Public Offering Price of the Units (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge), less
any reduced sales charge described under "Public Offering-How is the
Public Offering Price Determined?" See "Public Offering-How are Units
Distributed?" for information regarding the receipt of additional
concessions available to dealers and other selling agents. In addition,
the Sponsor may be considered to have realized a profit or to have
sustained a loss, as the case may be, in the amount of any difference
between the cost of the Equity Securities to the Trusts (which is based
on the Evaluator's determination of the aggregate offering price of the
underlying Equity Securities of such Trust on the Initial Date of
Deposit as well as subsequent deposits) and the cost of such Equity
Securities to the Sponsor. See Note (2) of "Schedule of Investments" for
each Trust. During the initial offering period, the dealers and other
selling agents also may realize profits or sustain losses as a result of
fluctuations after the Initial Date of Deposit in the Public Offering
Price received by the dealers and other selling agents upon the sale of
Units.
In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between the
price at which Units are purchased and the price at which Units are
resold (which price includes a sales charge of 4.5% subject to reduction
beginning January 29, 1999) or redeemed. The secondary market public
offering price of Units may be greater or less than the cost of such
Units to the Sponsor.
Will There be a Secondary Market?
After the initial offering period, although not obligated to do so, the
Sponsor intends to maintain a market for the Units and continuously
offer to purchase Units at prices, subject to change at any time, based
upon the aggregate underlying value of the Equity Securities in a Trust
plus or minus cash, if any, in the Income and Capital Accounts of such
Trust. All expenses incurred in maintaining a secondary market, other
than the fees of the Evaluator and the costs of the Trustee in
transferring and recording the ownership of Units, will be borne by the
Sponsor. If the supply of Units exceeds demand, or for some other
business reason, the Sponsor may discontinue purchases of Units at such
prices. IF A UNIT HOLDER WISHES TO DISPOSE OF HIS OR HER UNITS, HE OR
SHE SHOULD INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR TO
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. Units subject to a
deferred sales charge which are sold or tendered for redemption prior to
such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales
charge at the time of sale or redemption.
Page 42
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer. Certificates to be redeemed must be properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unit
holder must sign exactly as his name appears on the face of the
certificate with the signature guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guaranty program in addition to, or in substitution for,
STAMP, as may be accepted by the Trustee. In certain instances the
Trustee may require additional documents such as, but not limited to,
trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Record ownership
may occur before settlement.
Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form. The
Trustee will maintain an account for each such Unit holder and will
credit each such account with the number of Units purchased by that Unit
holder. Within two business days of the issuance or transfer of Units
held in uncertificated form, the Trustee will send to the registered
owner of Units a written initial transaction statement containing a
description of their respective Trust; the number of Units issued or
transferred; the name, address and taxpayer identification number, if
any, of the new registered owner; a notation of any liens and
restrictions of the issuer and any adverse claims to which such Units
are or may be subject or a statement that there are no such liens,
restrictions or adverse claims; and the date the transfer was
registered. Uncertificated Units are transferable through the same
procedures applicable to Units evidenced by certificates (described
above), except that no certificate need be presented to the Trustee and
no certificate will be issued upon the transfer unless requested by the
Unit holder. A Unit holder may at any time request the Trustee to issue
certificates for Units.
Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder may be required to furnish indemnity satisfactory to the Trustee
and pay such expenses as the Trustee may incur. Mutilated certificates
must be surrendered to the Trustee for replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income received with respect to any
of the securities in a Trust on or about the Income Distribution Dates
to Unit holders of record on the preceding Income Distribution Record
Date. See "Summary of Essential Information." Persons who purchase Units
will commence receiving distributions only after such person becomes a
record owner. Notification to the Trustee of the transfer of Units is
the responsibility of the purchaser, but in the normal course of
business such notice is provided by the selling broker-dealer. The pro
rata share of cash in the Capital Account of a Trust will be computed as
of the fifteenth day of each month. Proceeds received on the sale of any
Equity Securities in a Trust, to the extent not used to meet redemptions
of Units or pay expenses, will, however, be distributed on the last day
of each month to Unit holders of record on the fifteenth day of such
month if the amount available for distribution equals at least $1.00 per
100 Units. The Trustee is not required to pay interest on funds held in
the Capital Account of a Trust (but may itself earn interest thereon and
therefore benefit from the use of such funds). Notwithstanding,
distributions of funds in the Capital Account, if any, will be made on
the last day of each December to Unit holders of record as of December
15. See "What is the Federal Tax Status of Unit Holders?"
It is anticipated that the deferred sales charge will be collected from
the Capital Account and that amounts in the Capital Account will be
Page 43
sufficient to cover the cost of the deferred sales charge. However, to
the extent that amounts in the Capital Account are insufficient to
satisfy the then current deferred sales charge obligation, Equity
Securities may be sold to meet such shortfall. Distributions of amounts
necessary to pay the deferred portion of the sales charge will be made
to an account designated by the Sponsor for purposes of satisfying Unit
holders' deferred sales charge obligations.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by
a Trust if the Trustee has not been furnished the Unit holder's tax
identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and
may be recovered by the Unit holder only when filing a tax return. Under
normal circumstances the Trustee obtains the Unit holder's tax
identification number from the selling broker. However, a Unit holder
should examine his or her statements from the Trustee to make sure that
the Trustee has been provided a certified tax identification number in
order to avoid this possible "back-up withholding." In the event the
Trustee has not been previously provided such number, one should be
provided as soon as possible.
Within a reasonable time after each Trust is terminated, each Unit
holder will, upon surrender of his Units for redemption, receive: (i)
the pro rata share of the amounts realized upon the disposition of
Equity Securities, unless he elects an In-Kind Distribution as described
under "Other Information-How May the Indenture be Amended or
Terminated?" and (ii) a pro rata share of any other assets of a Trust,
less expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Equity Securities therein. All other receipts (e.g.
return of capital, etc.) are credited to the Capital Account of each
Trust.
The Trustee may establish reserves (the "Reserve Account") within each
Trust for state and local taxes, if any, and any governmental charges
payable out of a Trust.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and the amount
of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit. Within a reasonable period of
time after the end of each calendar year, the Trustee shall furnish to
each person who at any time during the calendar year was a Unit holder
of a Trust the following information in reasonable detail: (1) a summary
of transactions in such Trust for such year; (2) any Equity Securities
sold during the year and the Equity Securities held at the end of such
year by such Trust; (3) the redemption price per Unit based upon a
computation thereof on the 31st day of December of such year (or the
last business day prior thereto); and (4) amounts of income and capital
distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trusts furnished to it by the Evaluator.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his Units by tender to the
Trustee at its unit investment trust office in the City of New York of
the certificates representing the Units to be redeemed, or in the case
of uncertificated Units, delivery of a request for redemption, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as explained above (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption fee
will be charged. On the third business day following such tender, the
Unit holder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit next computed after receipt by
the Trustee of such tender of Units. The "date of tender" is deemed to
be the date on which Units are received by the Trustee (if such day is a
day on which the New York Stock Exchange is open for trading), except
that as regards Units received after 4:00 p.m. Eastern time (or as of
any earlier closing time on a day on which the New York Stock Exchange
is scheduled in advance to close at such earlier time), the date of
tender is the next day on which the New York Stock Exchange is open for
trading and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the redemption price computed on
that day. Units so redeemed shall be cancelled. Units tendered for
Page 44
redemption prior to such time as the entire deferred sales charge on
such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of redemption.
Any Unit holder tendering 2,500 Units or more of a Trust for redemption
may request by written notice submitted at the time of tender from the
Trustee in lieu of a cash redemption a distribution of shares of Equity
Securities in an amount and value of Equity Securities per Unit equal to
the Redemption Price Per Unit as determined as of the evaluation next
following tender. However, no In-Kind Distribution requests submitted
during the nine business days prior to the Mandatory Termination Date
will be honored. To the extent possible, in-kind distributions ("In-Kind
Distributions") shall be made by the Trustee through the distribution of
each of the Equity Securities in book-entry form to the account of the
Unit holder's bank or broker-dealer at the Depository Trust Company. An
In-Kind Distribution will be reduced by customary transfer and
registration charges. The tendering Unit holder will receive his pro
rata number of whole shares of each of the Equity Securities comprising
the portfolio and cash from the Capital Account equal to the fractional
shares to which the tendering Unit holder is entitled. The Trustee may
adjust the number of shares of any issue of Equity Securities included
in a Unit holder's In-Kind Distribution to facilitate the distribution
of whole shares, such adjustment to be made on the basis of the value of
Equity Securities on the date of tender. See "What is the Federal Tax
Status of Unit Holders?" If funds in the Capital Account are
insufficient to cover the required cash distribution to the tendering
Unit holder, the Trustee may sell Equity Securities in the manner
described above.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see
"Rights of Unit Holders-How are Income and Capital Distributed?" In the
event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of a Trust to the extent that funds are
available for such purpose, or from the Capital Account. All other
amounts paid on redemption shall be withdrawn from the Capital Account
of each Trust.
The Trustee is empowered to sell Equity Securities of each Trust in
order to make funds available for redemption. To the extent that Equity
Securities are sold, the size and diversity of each Trust will be
reduced. Such sales may be required at a time when Equity Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized.
The Redemption Price per Unit will be determined on the basis of the
aggregate underlying value of the Equity Securities in a Trust plus or
minus cash, if any, in the Income and Capital Accounts of such Trust.
The Redemption Price per Unit is the pro rata share of each Unit
determined by the Trustee by adding: (1) the cash on hand in a Trust
other than cash deposited in a Trust to purchase Equity Securities not
applied to the purchase of such Equity Securities; (2) the aggregate
value of the Equity Securities held in a Trust, as determined by the
Evaluator on the basis of the aggregate underlying value of the Equity
Securities in such Trust next computed; and (3) dividends receivable on
the Equity Securities trading ex-dividend as of the date of computation;
and deducting therefrom: (1) amounts representing any applicable taxes
or governmental charges payable out of the Trust; (2) any amounts owing
to the Trustee for its advances; (3) an amount representing estimated
accrued expenses of a Trust, including but not limited to fees and
expenses of the Trustee (including legal and auditing fees), the
Evaluator and supervisory fees, if any; (4) cash held for distribution
to Unit holders of record of a Trust as of the business day prior to the
evaluation being made; and (5) other liabilities incurred by a Trust;
and finally dividing the results of such computation by the number of
Units of the Trust outstanding as of the date thereof. The redemption
price per Unit will be assessed the amount, if any, of the remaining
deferred sales charge at the time of redemption.
The aggregate value of the Equity Securities used to calculate the
Redemption Price per Unit will be determined in the following manner: if
the Equity Securities are listed, this evaluation is generally based on
the closing sale prices on that exchange (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if there is
no closing sale price on that exchange, at the closing ask prices
(during the initial offering period) or the closing bid prices
(subsequent to the initial offering period). If the Equity Securities
are not so listed or, if so listed and the principal market therefor is
other than on the exchange, the evaluation shall generally be based on
the current ask or bid prices (as appropriate) on the over-the-counter
Page 45
market (unless these prices are inappropriate as a basis for
evaluation). If current ask or bid prices (as appropriate) are
unavailable, the evaluation is generally determined (a) on the basis of
current ask or bid prices (as appropriate) for comparable securities,
(b) by appraising the value of the Equity Securities on the ask or bid
side of the market (as appropriate) or (c) by any combination of the
above.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than
for customary weekend and holiday closings, or during which the
Securities and Exchange Commission determines that trading on the New
York Stock Exchange is restricted or any emergency exists, as a result
of which disposal or evaluation of the Securities is not reasonably
practicable, or for such other periods as the Securities and Exchange
Commission may by order permit. Under certain extreme circumstances, the
Sponsor may apply to the Securities and Exchange Commission for an order
permitting a full or partial suspension of the right of Unit holders to
redeem their Units. The Trustee is not liable to any person in any way
for any loss or damage which may result from any such suspension or
postponement.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time
equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before 1:00 p.m. Eastern time on the same
business day and by making payment therefor to the Unit holder not later
than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee
for redemption as any other Units. In the event the Sponsor does not
purchase Units, the Trustee may sell Units tendered for redemption in
the over-the-counter market, if any, as long as the amount to be
received by the Unit holder is equal to the amount he would have
received on redemption of the Units.
The offering price of any Units acquired by the Sponsor will be in
accord with the Public Offering Price described in the then effective
prospectus describing such Units. Any profit or loss resulting from the
resale or redemption of such Units will belong to the Sponsor.
How May Equity Securities be Removed from a Trust?
The Portfolios of the Trusts are not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Equity Security in
the event that an issuer defaults in the payment of a dividend that has
been declared, that any action or proceeding has been instituted
restraining the payment of dividends or there exists any legal question
or impediment affecting such Equity Security, that the issuer of the
Equity Security has breached a covenant which would affect the payments
of dividends, the credit standing of the issuer or otherwise impair the
sound investment character of the Equity Security, that the issuer has
defaulted on the payment on any other of its outstanding obligations,
that the price of the Equity Security has declined to such an extent or
other such credit factors exist so that in the opinion of the Sponsor,
the retention of such Equity Securities would be detrimental to a Trust.
Except as stated under "Portfolio-What are Some Additional
Considerations for Investors?" for Failed Contract Obligations, the
acquisition by a Trust of any securities or other property other than
the Equity Securities is prohibited. Pursuant to the Indenture and with
limited exceptions, the Trustee may sell any securities or other
property acquired in exchange for Equity Securities such as those
acquired in connection with a merger or other transaction. If offered
such new or exchanged securities or property, the Trustee shall reject
the offer. However, in the event such securities or property are
nonetheless acquired by a Trust, they may be accepted for deposit in a
Trust and either sold by the Trustee or held in a Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). Proceeds from the sale of Equity Securities (or any
securities or other property received by a Trust in exchange for Equity
Securities) by the Trustee are credited to the Capital Account of a
Trust for distribution to Unit holders or to meet redemptions. The
Trustee may, from time to time, retain and pay compensation to the
Sponsor (or an affiliate of the Sponsor) to act as agent for the Trusts
with respect to selling Equity Securities from the Trusts. In acting in
such capacity, the Sponsor or its affiliate will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.
The Trustee may also sell Equity Securities designated by the Sponsor,
Page 46
or if not so directed, in its own discretion, for the purpose of
redeeming Units of a Trust tendered for redemption and the payment of
expenses.
The Sponsor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares
of individual issues of Equity Securities. To the extent this is not
practicable, the composition and diversity of the Equity Securities may
be altered. In order to obtain the best price for a Trust, it may be
necessary for the Sponsor to specify minimum amounts (generally 100
shares) in which blocks of Equity Securities are to be sold. The Sponsor
may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of
broker/dealers to execute the Trusts' portfolio transactions.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 1991,
acts as Sponsor for successive series of The First Trust Combined
Series, the FT Series (formerly known as The First Trust Special
Situations Trust), The First Trust Insured Corporate Trust, The First
Trust of Insured Municipal Bonds and The First Trust GNMA. First Trust
introduced the first insured unit investment trust in 1974 and to date
more than $9 billion in First Trust unit investment trusts have been
deposited. The Sponsor's employees include a team of professionals with
many years of experience in the unit investment trust industry. The
Sponsor is a member of the National Association of Securities Dealers,
Inc. and Securities Investor Protection Corporation and has its
principal offices at 1001 Warrenville Road, Lisle, Illinois 60532;
telephone number (630) 241-4141. As of December 31, 1996, the total
partners' capital of Nike Securities L.P. was $9,005,203 (audited).
(This paragraph relates only to the Sponsor and not to the Trusts or to
any series thereof or to any other dealer. The information is included
herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its
contractual obligations. More detailed financial information will be
made available by the Sponsor upon request.)
Who is the Trustee?
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th floor, New York, New
York 10004-2413. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. The Trustee
is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not
participated in the selection of the Equity Securities. For information
relating to the responsibilities of the Trustee under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."
The Trustee and any successor trustee may resign by executing an
instrument in writing and filing the same with the Sponsor and mailing a
copy of a notice of resignation to all Unit holders. Upon receipt of
such notice, the Sponsor is obligated to appoint a successor trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Indenture.
If upon resignation of a trustee no successor has accepted the
appointment within 30 days after notification, the retiring trustee may
apply to a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of a trustee becomes effective
only when the successor trustee accepts its appointment as such or when
a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or
consolidation to which a Trustee shall be a party, shall be the
successor Trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any State and having at all times
an aggregate capital, surplus and undivided profits of not less than
$5,000,000.
Page 47
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit holders
for taking any action or for refraining from taking any action in good
faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the case of the Trustee) or reckless
disregard of their obligations and duties. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Equity Securities. In the event of the failure of
the Sponsor to act under the Indenture, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under
the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or upon or in
respect of the Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other
taxing authority having jurisdiction. In addition, the Indenture
contains other customary provisions limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or its
affairs are taken over by public authorities, then the Trustee may (a)
appoint a successor Sponsor at rates of compensation deemed by the
Trustee to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, or (b) terminate the Indenture and
liquidate the Trust as provided herein, or (c) continue to act as
Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532. The
Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall
become effective upon the acceptance of appointment by the successor
Evaluator. If upon resignation of the Evaluator no successor has
accepted appointment within 30 days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for the
appointment of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Indenture
shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be under no
liability to the Trustee, Sponsor or Unit holders for errors in
judgment. This provision shall not protect the Evaluator in any case of
willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment is
(1) to cure any ambiguity or to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other
provision contained therein, or (2) to make such other provisions as
shall not adversely affect the interest of the Unit holders (as
determined in good faith by the Sponsor and the Trustee).
The Indenture provides that a Trust shall terminate upon the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." A Trust may be liquidated at any time by consent of 100%
of the Unit holders of a Trust or by the Trustee when the value of the
Equity Securities owned by a Trust as shown by any evaluation, is less
than the lower of $2,000,000 or 20% of the total value of Equity
Securities deposited in such Trust during the primary offering period,
or in the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by a
broker/dealer, including the Sponsor. If a Trust is liquidated because
of the redemption of unsold Units of such Trust by a broker/dealer, the
Sponsor will refund to each purchaser of Units of such Trust the entire
sales charge paid by such purchaser. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit holders
of such Trust. Within a reasonable period after termination, the Trustee
Page 48
will follow the procedures set forth under "Rights of Unit Holders-How
are Income and Capital Distributed?"
Commencing during the period beginning nine business days prior to, and
no later than, the Mandatory Termination Date, Equity Securities will
begin to be sold in connection with the termination of a Trust. The
Sponsor will determine the manner, timing and execution of the sale of
the Equity Securities. Written notice of any termination of a Trust
specifying the time or times at which Unit holders may surrender their
certificates for cancellation shall be given by the Trustee to each Unit
holder at his address appearing on the registration books of the Trust
maintained by the Trustee. At least 60 days prior to the Mandatory
Termination Date of a Trust the Trustee will provide written notice
thereof to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges), if
such Unit holder owns at least 2,500 Units of such Trust, rather than to
receive payment in cash for such Unit holder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity
Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least ten business days
prior to the Mandatory Termination Date of a Trust. Unit holders not
electing or eligible to receive a distribution of shares of Equity
Securities will receive a cash distribution from the sale of the
remaining Equity Securities within a reasonable time after a Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the funds of such Trust any accrued costs, expenses,
advances or indemnities provided by the Trust Agreement, including
estimated compensation of the Trustee and costs of liquidation and any
amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Equity Securities in a
Trust in connection with termination may result in a lower amount than
might otherwise be realized if such sale were not required at such time.
In addition, to the extent that Equity Securities are sold prior to the
Mandatory Termination Date, Unit holders will not benefit from any stock
appreciation they would have received had the Equity Securities not been
sold at such time. The Trustee will then distribute to each Unit holder
his pro rata share of the balance of the Income and Capital Accounts.
Legal Opinions
The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, 111 West
Monroe Street, Chicago, Illinois 60603, as counsel for the Sponsor.
Carter, Ledyard & Milburn, will act as counsel for the Trustee and as
special New York tax counsel for the Trusts.
Experts
The statements of net assets, including the schedules of investments, of
the Trusts at the opening of business on the Initial Date of Deposit
appearing in this Prospectus and Registration Statement, have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Page 49
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
FT 233
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 233, comprised of America's Leading
Brands Growth Trust, Series 3, Business Services 2000 Growth Trust
Series, Financial Services Growth Trust, Series 4, Investment Services
Growth Trust, Series 3, Pharmaceutical Growth Trust, Series 4 and
Technology Growth Trust, Series 7 as of the opening of business on
January 15, 1998. These statements of net assets are the responsibility
of the Trusts' Sponsor. Our responsibility is to express an opinion on
these statements of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letter of credit allocated among the Trusts on January 15, 1998. An
audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 233,
comprised of America's Leading Brands Growth Trust, Series 3, Business
Services 2000 Growth Trust Series, Financial Services Growth Trust,
Series 4, Investment Services Growth Trust, Series 3, Pharmaceutical
Growth Trust, Series 4 and Technology Growth Trust, Series 7, at the
opening of business on January 15, 1998 in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
January 15, 1998
Page 50
Statements of Net Assets
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
America's
Leading Brands Business Financial
Growth Services 2000 Services
Trust Growth Trust Growth Trust
Series 3 Series Series 4
_____________ _____________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Equity Securities represented
by purchase contracts (1) (2) $149,519 $149,961 $148,908
Organizational and offering costs (3) 45,000 45,000 45,000
________ ________ ________
194,519 194,961 193,908
Less accrued organizational and offering costs (3) (45,000) (45,000) (45,000)
Less liability for deferred sales charge (4) (5,286) (5,301) (5,264)
________ ________ ________
Net assets $144,233 $144,660 $143,644
======== ======== ========
Units outstanding 15,103 15,147 15,041
ANALYSIS OF NET ASSETS
Cost to investors (5) $151,029 $151,476 $150,413
Less sales charge (5) (6,796) (6,816) (6,769)
________ ________ ________
Net assets $144,233 $144,660 $143,644
======== ======== ========
<FN>
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $1,200,000 issued by The Chase
Manhattan Bank, which will be allocated among each of the six Trusts in
FT 233, has been deposited with the Trustee as collateral, which
is sufficient to cover the monies necessary for the purchase of the
Equity Securities pursuant to contracts for the purchase of such Equity
Securities.
(3) Each Trust will bear all or a portion of its estimated
organizational and offering costs which will be deferred and charged off
over a period not to exceed five years from the Initial Date of Deposit.
The estimated organizational and offering costs are based on 2,000,000
Units of each Trust expected to be issued. To the extent the number of
Units issued is larger or smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from each Trust
($.350 per Unit), payable to the Sponsor in five equal monthly
installments beginning on August 20, 1998, and on the twentieth day of
each month thereafter (or if such date is not a business day, on the
preceding business day) through December 18, 1998. If Units are redeemed
prior to December 18, 1998, the remaining amount of the deferred sales
charge applicable to such Units will be payable at the time of redemption.
(5) The aggregate cost to investors includes a sales charge computed at
the rate of 4.5% of the Public Offering Price (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge for quantity purchases.
</FN>
</TABLE>
Page 51
Statements of Net Assets (con't.)
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Investment
Services Pharmaceutical Technology
Growth Trust Growth Trust Growth Trust
Series 3 Series 4 Series 7
____________ _______________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Equity Securities represented
by purchase contracts (1) (2) $148,709 $149,436 $150,124
Organizational and offering costs (3) 45,000 45,000 45,000
________ ________ ________
193,709 194,436 195,124
Less accrued organizational and offering costs (3) (45,000) (45,000) (45,000)
Less liability for deferred sales charge (4) (5,257) (5,283) (5,307)
________ ________ ________
Net assets $143,452 $144,153 $144,817
======== ======== ========
Units outstanding 15,021 15,095 15,164
ANALYSIS OF NET ASSETS
Cost to investors (5) $150,212 $150,946 $151,641
Less sales charge (5) (6,760) (6,793) (6,824)
________ ________ ________
Net assets $143,452 $144,153 $144,817
======== ======== ========
<FN>
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $1,200,000 issued by The
Chase Manhattan Bank, which will be allocated among each of the six
Trusts in FT 233, has been deposited with the Trustee as collateral,
which is sufficient to cover the monies necessary for the purchase of
the Equity Securities pursuant to contracts for the purchase of such
Equity Securities.
(3) Each Trust will bear all or a portion of its estimated
organizational and offering costs which will be deferred and charged off
over a period not to exceed five years from the Initial Date of Deposit.
The estimated organizational and offering costs are based on 2,000,000
Units of each Trust expected to be issued. To the extent the number of
Units issued is larger or smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from each Trust
($.350 per Unit), payable to the Sponsor in five equal monthly
installments beginning on August 20, 1998, and on the twentieth day of
each month thereafter (or if such date is not a business day, on the
preceding business day) through December 18, 1998. If Units are redeemed
prior to December 18, 1998, the remaining amount of the deferred sales
charge applicable to such Units will be payable at the time of redemption.
(5) The aggregate cost to investors includes a sales charge computed at
the rate of 4.5% of the Public Offering Price (equivalent to 4.545% of
the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge for quantity purchases.
</FN>
</TABLE>
Page 52
Schedule of Investments
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 3
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
_________ _______________________________________ ____________ ______ ___________
<S> <C> <C> <C> <C>
Apparel
_______
230 NAUT Nautica Enterprises, Inc. 3.97% $25.813 $ 5,937
160 SJK St. John Knits, Inc. 4.07% 38.000 6,080
158 TOM Tommy Hilfiger Corporation (3) 3.98% 37.625 5,945
Beverages
__________
92 KO The Coca-Cola Company 3.98% 64.625 5,945
163 PEP PepsiCo, Inc. 4.00% 36.688 5,980
Entertainment
_____________
62 DIS The Walt Disney Company 4.00% 96.563 5,987
Food
____
110 CPB Campbell Soup Company 4.06% 55.125 6,064
112 HNZ H.J. Heinz Company 3.99% 53.313 5,971
97 HSY Hershey Foods Corporation 4.03% 62.063 6,020
103 SLE Sara Lee Corporation 3.99% 58.000 5,974
Household Products
__________________
78 CLX The Clorox Company 4.12% 79.063 6,167
86 CL Colgate-Palmolive Company 3.99% 69.438 5,972
75 PG Procter & Gamble Company 4.04% 80.563 6,042
Pharmaceuticals
_______________
64 BMY Bristol-Myers Squibb Company 3.94% 92.000 5,888
89 JNJ Johnson and Johnson 3.95% 66.438 5,913
88 SGP Schering-Plough Corporation 3.97% 67.438 5,934
Recreation
__________
209 ELY Callaway Golf Company 4.01% 28.688 5,996
113 CCL Carnival Corporation 4.01% 53.000 5,989
227 HDI Harley-Davidson, Inc. 3.97% 26.125 5,930
Restaurants
___________
127 MCD McDonald's Corporation 4.00% 47.063 5,977
Retail
______
158 GPS Gap, Inc. 3.98% 37.688 5,955
Technology
__________
79 INTC Intel Corporation 3.99% 75.438 5,960
Tobacco
_______
127 MO Philip Morris Companies, Inc. 3.99% 47.000 5,969
Toiletries/Cosmetics
____________________
59 G The Gillette Company 4.01% 101.625 5,996
Toys
____
152 MAT Mattel, Inc. 3.96% 39.000 5,928
______ _________
Total Investments 100% $149,519
====== =========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on January 14, 1998.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$149,519. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $149,618 and $99, respectively.
(3) This Equity Security represents the common stock of a foreign
company which trades directly on a United States securities exchange.
</FN>
</TABLE>
Page 53
Schedule of Investments
BUSINESS SERVICES 2000 GROWTH TRUST SERIES
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
_________ _______________________________________ ____________ ______ ___________
<S> <C> <C> <C> <C>
Business & Information Services
_______________________________
182 ABRX ABR Information Services, Inc. 2.93% $ 24.125 $ 4,391
71 AUD Automatic Data Processing, Inc. 2.84% 60.000 4,260
82 BILL Billing Information Concepts Corporation 2.86% 52.250 4,285
107 PK Central Parking Corporation 2.81% 39.438 4,220
127 EFX Equifax, Inc. 2.88% 34.000 4,318
142 FIC Fair Isaac & Company, Inc. 2.87% 30.313 4,304
89 FISV Fiserv, Inc. 2.85% 48.000 4,272
164 FDC First Data Corporation 2.86% 26.125 4,285
91 HBOC HBO & Company 2.82% 46.500 4,232
86 PAYX Paychex, Inc. 2.85% 49.719 4,276
106 PZB Pittston Brink's Group 2.83% 40.063 4,247
112 QTRN Quintiles Transnational Corporation 2.84% 38.000 4,256
94 RTOKY Rentokil Initial Plc (ADR) 2.93% 46.760 4,395
154 SVM ServiceMaster L.P. 2.87% 28.000 4,312
Electronics Manufacturing Services
__________________________________
107 SCI SCI Systems, Inc. 2.85% 39.938 4,273
74 SANM Sanmina Corporation 2.86% 57.875 4,283
108 SLR Solectron Corporation 2.87% 39.813 4,300
Information Technology Services & Software/Year 2000
_____________________________________________________
140 ANLY Analysts International Corporation 2.82% 30.250 4,235
84 CBR CIBER, Inc. 2.81% 50.125 4,210
101 CHRZ Computer Horizons Corporation 2.92% 43.375 4,381
50 CSC Computer Sciences Corporation 2.85% 85.563 4,278
123 CPWR Compuware Corporation 2.86% 34.938 4,297
100 EDS Electronic Data Systems Corporation 2.86% 42.875 4,287
157 JKHY Jack Henry & Associates, Inc. 2.79% 26.625 4,180
106 KEA Keane, Inc. 2.86% 40.500 4,293
113 MAST Mastech Corporation 2.88% 38.250 4,322
123 PSFT PeopleSoft, Inc. 2.86% 34.875 4,290
150 SDS SunGard Data Systems Inc. 2.81% 28.125 4,219
Staffing
________
166 ASI AccuStaff, Inc. 2.88% 26.000 4,316
186 CSTF CORESTAFF, Inc. 2.98% 24.000 4,464
163 IS Interim Services, Inc. 2.89% 26.563 4,330
184 ASGN On Assignment, Inc. 2.76% 22.500 4,140
94 REGI Renaissance Worldwide, Inc. 2.90% 46.250 4,347
114 RHI Robert Half International, Inc. 2.82% 37.063 4,225
184 ROMC Romac International, Inc. 2.83% 23.031 4,238
______ _________
Total Investments 100% $149,961
====== =========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on January 14, 1998.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$149,961. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $150,424 and $463, respectively.
</FN>
</TABLE>
Page 54
Schedule of Investments
FINANCIAL SERVICES GROWTH TRUST, SERIES 4
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
_________ _______________________________________ ____________ ______ ____________
<S> <C> <C> <C> <C>
Banks & Thrifts
_______________
87 BAC BankAmerica Corporation 3.98% $ 68.125 $ 5,927
66 BKB BankBoston Corporation 3.98% 89.750 5,924
105 COFI Charter One Financial, Inc. 3.95% 56.000 5,880
57 CMB The Chase Manhattan Corporation (3) 3.99% 104.375 5,949
50 CCI Citicorp 4.00% 119.000 5,950
90 CBSH Commerce Bancshares, Inc. 3.99% 66.000 5,940
76 FCN First Chicago NBD Corporation 3.92% 76.875 5,842
120 FTU First Union Corporation 3.99% 49.500 5,940
99 NB NationsBank Corporation 4.03% 60.625 6,002
55 RNB Republic New York Corporation 4.01% 108.625 5,974
Insurance
_________
124 AFL AFLAC, Inc. 3.98% 47.813 5,929
67 ALL Allstate Corporation 4.01% 89.063 5,967
59 AIG American International Group, Inc. 4.00% 100.938 5,955
80 CB The Chubb Corporation 4.03% 75.000 6,000
35 CI CIGNA Corporation 4.06% 172.563 6,040
89 MTG MGIC Investment Corporation 4.00% 67.000 5,963
157 SAI SunAmerica, Inc. 3.97% 37.625 5,907
Specialty Finance
_________________
109 COF Capital One Financial Corporation 4.03% 55.063 6,002
133 CCR Countrywide Credit Industries, Inc. 4.02% 45.000 5,985
100 FNM Fannie Mae 4.01% 59.750 5,975
124 FNV The FINOVA Group, Inc. 4.01% 48.125 5,968
135 FRE Freddie Mac 4.01% 44.188 5,965
48 HI Household International 4.02% 124.750 5,988
90 MBI MBIA, Inc. 3.96% 65.563 5,901
216 KRB MBNA Corporation 4.05% 27.938 6,035
______ ________
Total Investments 100% $148,908
====== ========
___________________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on January 14, 1998.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$148,908. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $148,912 and $4, respectively.
(3) The Chase Manhattan Corporation is the holding company for The Chase
Manhattan Bank, the Trustee for the Trust.
</FN>
</TABLE>
Page 55
Schedule of Investments
INVESTMENT SERVICES GROWTH TRUST, SERIES 3
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
_________ _____________________________________ ____________ ______ ___________
<S> <C> <C> <C> <C>
222 ADV The Advest Group, Inc. 3.39% $ 22.688 $ 5,037
47 BT Bankers Trust New York Corporation 3.34% 105.750 4,970
114 BSC Bear Stearns Companies, Inc. 3.22% 42.063 4,795
84 DRC Dain Rauscher Corporation 3.31% 58.625 4,925
71 DLJ Donaldson, Lufkin & Jenrette, Inc. 3.33% 69.688 4,948
219 EGRP E*Trade Group, Inc. 3.35% 22.750 4,982
137 EV Eaton Vance Corporation 3.32% 36.063 4,941
128 AGE A.G. Edwards, Inc. 3.32% 38.625 4,944
118 EVR EVEREN Capital Corporation 3.34% 42.063 4,963
59 BEN Franklin Resources, Inc. 3.32% 83.688 4,938
158 HQ Hambrecht & Quist Group 3.35% 31.500 4,977
190 IJL Interstate/Johnson Lane, Inc. 3.33% 26.063 4,952
175 ITGI Investment Technology Group, Inc. 3.38% 28.750 5,031
124 JEF Jefferies Group, Inc. 3.34% 40.000 4,960
99 LM Legg Mason, Inc. 3.35% 50.250 4,975
94 LEH Lehman Brothers Holdings, Inc. 3.33% 52.688 4,953
68 MMC Marsh & McLennan Companies, Inc. 3.34% 72.938 4,960
75 MBI MBIA, Inc. 3.31% 65.563 4,917
196 MDD McDonald & Company Investments 3.34% 25.375 4,973
75 MER Merrill Lynch & Company, Inc. 3.33% 65.938 4,945
219 MOR Morgan Keegan, Inc. 3.33% 22.625 4,955
88 MWD Morgan Stanley, Dean Witter, Discover and Co. 3.35% 56.563 4,978
157 PWJ Paine Webber Group, Inc. 3.23% 30.625 4,808
84 TROW T. Rowe Price Associates, Inc. 3.32% 58.750 4,935
135 RJF Raymond James Financial, Inc. 3.35% 36.938 4,987
132 SCH Charles Schwab Corporation 3.39% 38.188 5,041
120 SEIC SEI Investments Company 3.33% 41.250 4,950
189 SWS Southwest Securities Group, Inc. 3.37% 26.500 5,008
99 TRV Travelers Group, Inc. 3.35% 50.375 4,987
210 UAM United Asset Management Corporation 3.34% 23.688 4,974
______ _________
Total Investments 100% $148,709
====== =========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on January 14, 1998.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$148,709. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $148,804 and $95, respectively.
</FN>
</TABLE>
Page 56
Schedule of Investments
PHARMACEUTICAL GROWTH TRUST, SERIES 4
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Percentage Market Cost of
Number of Aggregate Value Equity
of Ticker Symbol and Offering per Securities
Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
______ _______________________________________ ___________ ______ ___________
<S> <C> <C> <C> <C>
85 ABT Abbott Laboratories 3.98% $ 69.938 $ 5,945
74 AHP American Home Products Corporation 4.04% 81.563 6,036
119 AMGN Amgen, Inc. 3.98% 50.000 5,950
349 A Astra AB (ADR) 4.03% 17.250 6,020
174 BGEN Biogen, Inc. 4.06% 34.906 6,074
64 BMY Bristol-Myers Squibb Company 3.94% 92.000 5,888
128 DURA Dura Pharmaceuticals, Inc. 3.95% 46.125 5,904
121 ELN Elan Corporation Plc (ADR) 4.00% 49.438 5,982
88 LLY Eli Lilly and Company 4.02% 68.313 6,011
226 GENZ Genzyme Corporation (General Division) 4.06% 26.875 6,074
122 GLX Glaxo Wellcome Plc (ADR) 3.98% 48.813 5,955
159 IDPH IDEC Pharmaceuticals, Inc. 4.15% 39.000 6,201
89 JNJ Johnson & Johnson 3.96% 66.438 5,913
147 MEDI MedImmune, Inc. 3.96% 40.250 5,917
55 MRK Merck & Company, Inc. 4.05% 109.938 6,047
74 NVTSY Novartis AG (ADR) 3.89% 78.500 5,809
77 PFE Pfizer, Inc. 4.02% 77.938 6,001
62 ROHHY Roche Holding AG (ADR) 3.93% 94.620 5,866
103 SHR R.P. Scherer Corporation 4.00% 58.000 5,974
88 SGP Schering-Plough Corporation 3.97% 67.438 5,934
113 SBH SmithKline Beecham Plc (ADR) 3.99% 52.750 5,961
132 TEVIY Teva Pharmaceutical Industries Ltd. (ADR) 3.97% 45.000 5,940
48 WLA Warner-Lambert Company 4.01% 125.000 6,000
192 WPI Watson Pharmaceuticals, Inc. 4.09% 31.813 6,108
55 ZEN Zeneca Group Plc (ADR) 3.97% 107.750 5,926
______ ________
Total Investments 100% $149,436
====== ========
_________________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on January 14, 1998.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$149,436. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $149,642 and $206, respectively.
</FN>
</TABLE>
Page 57
Schedule of Investments
TECHNOLOGY GROWTH TRUST, SERIES 7
FT 233
At the Opening of Business on the
Initial Date of Deposit-January 15, 1998
<TABLE>
<CAPTION>
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price Share to Trust (2)
_________ _______________________________________ ____________ _________ ___________
<S> <C> <C> <C> <C>
Computer & Peripherals
______________________
103 CPQ Compaq Computer Corporation 3.99% $ 58.188 $ 5,993
66 DELL Dell Computer Corporation 4.02% 91.375 6,031
211 EMC EMC Corporation 4.08% 29.000 6,119
95 HWP Hewlett-Packard Company 3.99% 63.125 5,997
141 SUNW Sun Microsystems, Inc. 3.97% 42.313 5,966
Computer Networking
___________________
184 COMS 3Com Corporation 4.01% 32.688 6,015
296 ADPT Adaptec, Inc. 3.99% 20.250 5,994
212 BAY Bay Networks, Inc. 4.03% 28.563 6,055
106 CSCO Cisco Systems, Inc. 4.03% 57.000 6,042
Semiconductor Equipment
_______________________
203 AMAT Applied Materials, Inc. 3.98% 29.438 5,976
86 ASMLF ASM Lithography Holding NV (3) 3.99% 69.625 5,988
164 KLAC KLA-Tencor Corporation 3.99% 36.500 5,986
Semiconductors
______________
183 ALTR Altera Corporation 3.95% 32.438 5,936
79 INTC Intel Croporation 3.97% 75.438 5,960
182 MXIM Maxim Integrated Products, Inc. 3.94% 32.500 5,915
106 MOT Motorola, Inc. 4.02% 56.938 6,035
258 MRVC MRV Communications, Inc. 4.00% 23.250 5,998
106 STM SGS-Thomson Microelectronics NV (3) 4.08% 57.750 6,122
224 SMOD Smart Modular Technologies, Inc. 4.02% 26.938 6,034
Software
________
95 BMCS BMC Software, Inc. 4.05% 63.938 6,074
179 BAANF Baan Company NV 4.05% 34.000 6,086
46 MSFT Microsoft Corporation 4.02% 131.125 6,032
119 NETA Network Associates, Inc. 3.88% 49.000 5,831
304 ORCL Oracle Corporation 3.96% 19.563 5,947
56 SAPHY SAP AG (ADR) 3.99% 107.000 5,992
______ ________
Total Investments 100% $150,124
====== ========
____________
<FN>
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on January 14, 1998.
(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$150,124. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $150,396 and $272, respectively.
(3) This Equity Security represents the common stock of a foreign company
which trades directly on a United States national securities exchange.
</FN>
</TABLE>
Page 58
This page is intentionally left blank.
Page 59
CONTENTS:
Summary of Essential Information:
America's Leading Brands Growth Trust, Series 3 4
Business Services 2000 Growth Trust Series 4
Financial Services Growth Trust, Series 4 4
Investment Services Growth Trust, Series 3 5
Pharmaceutical Growth Trust, Series 4 5
Technology Growth Trust, Series 7 5
FT 233:
What is the FT Series? 10
What are the Expenses and Charges? 13
What is the Federal Tax Status of Unit Holders? 15
Are Investments in the Trusts Eligible for
Retirement Plans? 18
Portfolio:
What are the Equity Securities? 19
Risk Factors 19
What are the Equity Securities Selected for:
America's Leading Brands Growth Trust, Series 3?25
Business Services 2000 Growth Trust Series? 27
Financial Services Growth Trust, Series 4? 30
Investment Services Growth Trust, Series 3? 31
Pharmaceutical Growth Trust, Series 4? 34
Technology Growth Trust, Series 7? 35
What are Some Additional Considerations for
Investors? 37
Public Offering:
How is the Public Offering Price Determined? 38
How are Units Distributed? 40
What are the Sponsor's Profits? 42
Will There be a Secondary Market? 42
Rights of Unit Holders:
How is Evidence of Ownership Issued and Transferred? 43
How are Income and Capital Distributed? 43
What Reports will Unit Holders Receive? 44
How May Units be Redeemed? 44
How May Units be Purchased by the Sponsor? 46
How May Equity Securities be Removed from a Trust? 46
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 47
Who is the Trustee? 47
Limitations on Liabilities of Sponsor and Trustee 48
Who is the Evaluator? 48
Other Information:
How May the Indenture be Amended or Terminated? 48
Legal Opinions 49
Experts 49
Report of Independent Auditors 50
Statements of Net Assets:
America's Leading Brands Growth Trust, Series 3 51
Business Services 2000 Growth Trust Series 51
Financial Services Growth Trust, Series 4 51
Investment Services Growth Trust, Series 3 52
Pharmaceutical Growth Trust, Series 4 52
Technology Growth Trust, Series 7 52
Schedules of Investments:
America's Leading Brands Growth Trust, Series 3 53
Business Services 2000 Growth Trust Series 54
Financial Services Growth Trust, Series 4 55
Investment Services Growth Trust, Series 3 56
Pharmaceutical Growth Trust, Series 4 57
Technology Growth Trust, Series 7 58
_____________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE FUND
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
FIRST TRUST (registered trademark)
America's Leading Brands Growth Trust Series 3
Business Services 2000 Growth Trust Series
Financial Services Growth Trust, Series 4
Investment Services Growth Trust, Series 3
Pharmaceutical Growth Trust, Series 4
Technology Growth Trust, Series 7
Nike Securities L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
January 15, 1998
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
Page 60
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
Financial Data Schedule
S-1
SIGNATURES
The Registrant, FT 233, hereby identifies The First Trust
Special Situations Trust, Series 4 Great Lakes Growth and
Treasury Trust, Series 1; The First Trust Special Situations
Trust, Series 18 Wisconsin Growth and Treasury Securities Trust,
Series 1; The First Trust Special Situations Trust, Series 69
Target Equity Trust Value Ten Series; The First Trust Special
Situations Trust, Series 108; The First Trust Special Situations
Trust, Series 119 Target 5 Trust, Series 2 and Target 10 Trust,
Series 8; and The First Trust Special Situations Trust, Series
190 Biotechnology Growth Trust, Series 3 for purposes of the
representations required by Rule 487 and represents the
following:
(1) that the portfolio securities deposited in the series
as to the securities of which this Registration Statement is
being filed do not differ materially in type or quality from
those deposited in such previous series;
(2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide
essential financial information for, the series with respect to
the securities of which this Registration Statement is being
filed, this Registration Statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 233, has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on January 15, 1998.
FT 233
By NIKE SECURITIES L.P.
Depositor
By Robert M. Porcellino
Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Robert D. Van Kampen Director of )
Nike Securities )
Corporation, the ) January 15, 1998
General Partner of )
Nike Securities L.P.)
)
)
David J. Allen Director of ) Robert M. Porcellino
Nike Securities ) Attorney-in-Fact**
Corporation, the )
General Partner of )
Nike Securities L.P.
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Combined Series 258 (File No. 33-63483) and
the same is hereby incorporated herein by this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated January 15, 1998 in
Amendment No. 2 to the Registration Statement (Form S-6) (File
No. 333-41803) and related Prospectus of FT 233.
ERNST & YOUNG LLP
Chicago, Illinois
January 15, 1998
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43693] filed on behalf of The First Trust Special
Situations Trust, Series 22).
1.1.1 Form of Trust Agreement for Series 233 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee, First Trust Advisors L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).
S-5
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
63483] filed on behalf of The First Trust Combined
Series 258).
S-6
FT 233
TRUST AGREEMENT
Dated: January 15, 1998
The Trust Agreement among Nike Securities L.P., as Depositor, The
Chase Manhattan Bank, as Trustee and First Trust Advisors L.P.,
as Evaluator and Portfolio Supervisor, sets forth certain
provisions in full and incorporates other provisions by reference
to the document entitled "Standard Terms and Conditions of Trust
for The First Trust Special Situations Trust, Series 22 and
certain subsequent Series, Effective November 20, 1991" (herein
called the "Standard Terms and Conditions of Trust"), and such
provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are
to Articles and Sections of the Standard Terms and Conditions of
Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II and Part III hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety
and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth
in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR BUSINESS SERVICES 2000 GROWTH TRUST SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is January
15, 1998.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR FINANICAL SERVICES GROWTH TRUST, SERIES 4
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is January
15, 1998.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR INVESTMENT SERVICES GROWTH TRUST, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is January
15, 1998.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR LEADING BRANDS GROWTH TRUST, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is January
15, 1998.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR PHARMACEUTICAL GROWTH TRUST, SERIES 4
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is January
15, 1998.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR TECHNOLOGY GROWTH TRUST, SERIES 7
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
for the sale of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05, payable on a
Distribution Date. Such fee may exceed the actual cost of
providing such evaluation services for the Trust, but at no time
will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to the
Evaluator of supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee as set forth in the Prospectus under "Summary of
Essential Information," calculated based on the largest number of
Units outstanding during each period in respect of which a
payment is made pursuant to Section 3.05. However, in no event,
except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation.
I. The Initial Date of Deposit for the Trust is January
15, 1998.
J. The minimum amount of Equity Securities to be sold by
the Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
PART III
A. Section 1.01(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter provided."
All references to United States Trust Company of New York in
the Standard Terms and Conditions of Trust shall be amended to
refer to The Chase Manhattan Bank.
B. The term "Principal Account" as set forth in the
Standard Terms and Conditions of Trust shall be replaced with the
term "Capital Account."
C. Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows:
(b)(1)From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its
discretion, to assign, convey to and deposit with the
Trustee (i) additional Securities, duly endorsed in blank or
accompanied by all necessary instruments of assignment and
transfer in proper form, (ii) Contract Obligations relating
to such additional Securities, accompanied by cash and/or
Letter(s) of Credit as specified in paragraph (c) of this
Section 2.01, or (iii) cash (or a Letter of Credit in lieu
of cash) with instructions to purchase additional
Securities, in an amount equal to the portion of the Unit
Value of the Units created by such deposit attributable to
the Securities to be purchased pursuant to such
instructions. Except as provided in the following
subparagraphs (2), (3) and (4) the Depositor, in each case,
shall ensure that each deposit of additional Securities
pursuant to this Section shall maintain, as nearly as
practicable, the Percentage Ratio. Each such deposit of
additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities delivered by the Depositor
to the Trustee. Instructions to purchase additional
Securities shall be in writing, and shall specify the name
of the Security, CUSIP number, if any, aggregate amount,
price or price range and date to be purchased. When
requested by the Trustee, the Depositor shall act as broker
to execute purchases in accordance with such instructions;
the Depositor shall be entitled to compensation therefor in
accordance with applicable law and regulations. The Trustee
shall have no liability for any loss or depreciation
resulting from any purchase made pursuant to the Depositor's
instructions or made by the Depositor as broker.
(2) Additional Securities (or Contract Obligations
therefor) may, at the Depositor's discretion, be deposited
or purchase in round lots. If the amount of the deposit is
insufficient to acquire round lots of each Security to be
acquired, the additional Securities shall be deposited or
purchased in the order of the Security in the Trust most
under-represented immediately before the deposit with
respect to the Percentage Ratio.
(3) If at the time of a deposit of additional
Securities, Securities of an issue deposited on the Initial
Date of Deposit (or of an issue of Replacement Securities
acquired to replace an issue deposited on the Initial Date
of Deposit) are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or
restricted by applicable law, regulation or policies, the
Depositor may (i) deposit, or instruct the Trustee to
purchase, in lieu thereof, another issue of Securities or
Replacement Securities or (ii) deposit cash or a letter of
credit in an amount equal to the valuation of the issue of
Securities whose acquisition is not feasible with
instructions to acquire such Securities of such issue when
they become available.
(4) Any contrary authorization in the preceding
subparagraphs (1) through (3) notwithstanding, deposits of
additional Securities made after the 90-day period
immediately following the Initial Date of Deposit (except
for deposits made to replace Failed Contract Obligations if
such deposits occur within 20 days from the date of a
failure occurring within such initial 90-day period) shall
maintain exactly the Percentage Ratio existing immediately
prior to such deposit.
(5) In connection with and at the time of any deposit
of additional Securities pursuant to this Section 2.01(b),
the Depositor shall exactly replicate Cash (as defined
below) received or receivable by the Trust as of the date of
such deposit. For purposes of this paragraph, "Cash" means,
as to the Capital Account, cash or other property (other
than Securities) on hand in the Capital Account or
receivable and to be credited to the Capital Account as of
the date of the deposit (other than amounts to be
distributed solely to persons other than holders of Units
created by the deposit) and, as to the Income Account, cash
or other property (other than Securities) received by the
Trust as of the date of the deposit or receivable by the
Trust in respect of a record date for a payment on a
Security which has occurred or will occur before the Trust
will be the holder of record of a Security, reduced by the
amount of any cash or other property received or receivable
on any Security allocable (in accordance with the Trustee's
calculations of distributions from the Income Account
pursuant to Section 3.05) to a distribution made or to be
made in respect of a Record Date occurring prior to the
deposit. Such replication will be made on the basis of a
fraction, the numerator of which is the number of Units
created by the deposit and the denominator of which is the
number of Units which are outstanding immediately prior to
the deposit.
D. The second paragraph of Section 3.02 of the Standard
Terms and Conditions is hereby deleted and replaced with the
following sentence:
"Any non-cash distributions (other than a non-taxable
distribution of the shares of the distributing corporation
which shall be retained by a Trust) received by a Trust
shall be dealt with in the manner described at Section 3.11,
herein, and shall be retained or disposed of by such Trust
according to those provisions. The proceeds of any
disposition shall be credited to the Income Account of a
Trust. Neither the Trustee nor the Depositor shall be
liable or responsible in any way for depreciation or loss
incurred by reason of any such sale."
E. Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to read
as follows:
"On each Distribution Date the Trustee shall distribute
to each Unit holder of record at the close of business on
the Record Date immediately preceding such Distribution Date
an amount per Unit equal to such Unit holder's pro rata
share of the balance of the Capital Account (except for
monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such
Record Date after deduction of any amounts provided in
Subsection I."
F. Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (a) On each Distribution Date, the Trustee shall
distribute to each Unit holder of record at the close of
business on the Record Date immediately preceding such
Distribution Date an amount per Unit equal to such Unit
holder's Income Distribution (as defined below), plus such
Unit holder's pro rata share of the balance of the Capital
Account (except for monies on deposit therein required to
purchase Contract Obligations) computed as of the close of
business on such Record Date after deduction of any amounts
provided in Subsection I, provided, however, that the
Trustee shall not be required to make a distribution from
the Capital Account unless the amount available for
distribution shall equal $1.00 per 100 Units.
Each Trust shall provide the following distribution
elections: (1) distributions to be made by check mailed to
the post office address of the Unit holder as it appears on
the registration books of the Trustee, or (2) if provided
for in the Prospectus, the following reinvestment option:
The Trustee will, for any Unit holder who provides
the Trustee written instruction, properly executed and
in form satisfactory to the Trustee, received by the
Trustee no later than its close of business 10 business
days prior to a Record Date (the "Reinvestment Notice
Date"), reinvest such Unit holder's distribution from
the Income and Capital Accounts in Units of the Trust,
purchased from the Depositor, to the extent the
Depositor shall make Units available for such purchase,
at the Depositor's offering price as of the fifth
business day prior to the following Distribution Date,
and at such reduced sales charge as may be described in
the prospectus for the Trusts. If, for any reason, the
Depositor does not have Units of the Trust available
for purchase, the Trustee shall distribute such Unit
holder's distribution from the Income and Capital
Accounts in the manner provided in clause (1) of the
preceding paragraph. The Trustee shall be entitled to
rely on a written instruction received as of the
Reinvestment Notice Date and shall not be affected by
any subsequent notice to the contrary. The Trustee
shall have no responsibility for any loss or
depreciation resulting from any reinvestment made in
accordance with this paragraph, or for any failure to
make such reinvestment in the event the Depositor does
not make Units available for purchase.
Any Unit holder who does not effectively elect
reinvestment in Units of their respective Trust pursuant to
the preceding paragraph shall receive a cash distribution in
the manner provided in clause (1) of the second preceding
paragraph."
G. Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (b) For purposes of this Section 3.05, the Unit
holder's Income Distribution shall be equal to such Unit
holder's pro rata share of the cash balance in the Income
Account computed as of the close of business on the Record
Date immediately preceding such Income Distribution after
deduction of (i) the fees and expenses then deductible
pursuant to Section 3.05.I. and (ii) the Trustee's estimate
of other expenses properly chargeable to the Income Account
pursuant to the Indenture which have accrued, as of such
Record Date, or are otherwise properly attributable to the
period to which such Income Distribution relates."
H. Section 3.11 of the Standard Terms and Conditions of
Trust is hereby deleted in its entirety and replaced with the
following language:
"Section 3.11. Notice to Depositor.
In the event that the Trustee shall have been notified
at any time of any action to be taken or proposed to be
taken by at least a legally required number of holders of
any Securities deposited in a Trust, the Trustee shall take
such action or omit from taking any action, as appropriate,
so as to insure that the Securities are voted as closely as
possible in the same manner and the same general proportion
as are the Securities held by owners other than such Trust.
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities,
the Trustee shall reject such offer. However, should any
issuance, exchange or substitution be effected
notwithstanding such rejection or without an initial offer,
any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee pursuant to the
Depositor's direction, unless the Depositor advises the
Trustee to keep such securities or property. The Depositor
may rely on the Portfolio Supervisor in so advising the
Trustee. The cash received in such exchange and cash
proceeds of any such sales shall be distributed to Unit
holders on the next distribution date in the manner set
forth in Section 3.05 regarding distributions from the
Capital Account. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by
reason of any such sale.
Neither the Depositor nor the Trustee shall be liable
to any person for any action or failure to take action
pursuant to the terms of this Section 3.11.
Whenever new securities or property is received and
retained by a Trust pursuant to this Section 3.11, the
Trustee shall, within five days thereafter, mail to all Unit
holders of such Trust notices of such acquisition unless
legal counsel for such Trust determines that such notice is
not required by The Investment Company Act of 1940, as
amended."
I. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended to include the following
subsection:
"Section 3.05.I.(e) deduct from the Interest Account
or, to the extent funds are not available in such Account,
from the Capital Account and pay to the Depositor the amount
that it is entitled to receive pursuant to Section 3.14.
J. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraphs
which shall be entitled Section 3.14.:
"Section 3.14. Bookkeeping and Administrative Expenses.
As compensation for providing bookkeeping and other
administrative services of a character described in Section
26(a)(2)(C) of the Investment Company Act of 1940 to the
extent such services are in addition to, and do not
duplicate, the services to be provided hereunder by the
Trustee or the Portfolio Supervisor, the Depositor shall
receive against a statement or statements therefor submitted
to the Trustee monthly or annually an aggregate annual fee
in an amount as set forth in the Prospectus times the number
of Units outstanding as of January 1 of such year except for
a year or years in which an initial offering period as
determined by Section 4.01 of this Indenture occurs, in
which case the fee for a month is based on the number of
Units outstanding at the end of such month (such annual fee
to be pro rated for any calendar year in which the Depositor
provides service during less than the whole of such year),
but in no event shall such compensation when combined with
all compensation received from other unit investment trusts
for which the Depositor hereunder is acting as Depositor for
providing such bookkeeping and administrative services in
any calendar year exceed the aggregate cost to the Depositor
providing services to such unit investment trusts. Such
compensation may, from time to time, be adjusted provided
that the total adjustment upward does not, at the time of
such adjustment, exceed the percentage of the total
increase, after the date hereof, in consumer prices for
services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent
of Shelter" or similar index, if such index should no longer
be published. The consent or concurrence of any Unit holder
hereunder shall not be required for any such adjustment or
increase. Such compensation shall be paid by the Trustee,
upon receipt of an invoice therefor from the Depositor, upon
which, as to the cost incurred by the Depositor of providing
services hereunder the Trustee may rely, and shall be
charged against the Income and Capital Accounts on or before
the Distribution Date following the Monthly Record Date on
which such period terminates. The Trustee shall have no
liability to any Certificateholder or other person for any
payment made in good faith pursuant to this Section.
If the cash balance in the Income and Capital Accounts
shall be insufficient to provide for amounts payable
pursuant to this Section 3.14, the Trustee shall have the
power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02
hereof, or (ii) if no such Securities have been so
designated, such Securities as the Trustee may see fit to
sell in its own discretion, and to apply the proceeds of any
such sale in payment of the amounts payable pursuant to this
Section 3.14.
Any moneys payable to the Depositor pursuant to this
Section 3.14 shall be secured by a prior lien on the Trust
Fund except that no such lien shall be prior to any lien in
favor of the Trustee under the provisions of Section 6.04
herein.
K. Section 5.02 of the Standard Terms and Conditions of
Trust is amended by adding the following after the second
paragraph of such section:
"Notwithstanding anything herein to the contrary, in
the event that any tender of Units pursuant to this Section
5.02 would result in the disposition by the Trustee of less
than a whole Security, the Trustee shall distribute cash in
lieu thereof and sell such Securities as directed by the
Sponsors as required to make such cash available.
Subject to the restrictions set forth in the
Prospectus, Unit holders may redeem 2,500 Units or more of a
Trust and request a distribution in kind of (i) such Unit
holder's pro rata portion of each of the Securities in such
Trust, in whole shares, and (ii) cash equal to such Unit
holder's pro rata portion of the Income and Capital Accounts
as follows: (x) a pro rata portion of the net proceeds of
sale of the Securities representing any fractional shares
included in such Unit holder's pro rata share of the
Securities and (y) such other cash as may properly be
included in such Unit holder's pro rata share of the sum of
the cash balances of the Income and Capital Accounts in an
amount equal to the Unit Value determined on the basis of a
Trust Fund Evaluation made in accordance with Section 5.01
determined by the Trustee on the date of tender less amounts
determined in clauses (i) and (ii)(x) of this Section.
Subject to Section 5.05 with respect to Rollover Unit
holders, if applicable, to the extent possible,
distributions of Securities pursuant to an in kind
redemption of Units shall be made by the Trustee through the
distribution of each of the Securities in book-entry form to
the account of the Unit holder's bank or broker-dealer at
the Depository Trust Company. Any distribution in kind will
be reduced by customary transfer and registration charges."
L. Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the following
after the first word thereof:
"(i) the value of any Trust as shown by an evaluation
by the Trustee pursuant to Section 5.01 hereof shall be less
than the lower of $2,000,000 or 20% of the total principal
amount of Securities deposited in such Trust, or (ii)"
M. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust
Advisors L.P. and its successors in interest, or any
successor portfolio supervisor appointed as hereinafter
provided."
N. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean First Trust Advisors L.P.
and its successors in interest, or any successor evaluator
appointed as hereinafter provided."
O. The first sentence of Section 3.13. shall be amended to
read as follows:
"As compensation for providing supervisory portfolio
services under this Indenture, the Portfolio Supervisor
shall receive, in arrears, against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee in an amount which shall not exceed
$0.0035 per Unit outstanding as of January 1 of such year
except for a Trust during the year or years in which an
initial offering period as determined in Section 4.01 of
this Indenture occurs, in which case the fee for a month is
based on the number of Units outstanding at the end of such
month (such annual fee to be pro rated for any calendar year
in which the Portfolio Supervisor provides services during
less than the whole of such year), but in no event shall
such compensation when combined with all compensation
received from other series of the Trust for providing such
supervisory services in any calendar year exceed the
aggregate cost to the Portfolio Supervisor for the cost of
providing such services."
P. Section 3.01 of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"Section 3.01. Initial Cost. The expenses incurred in
establishing a Trust, including the cost of the preparation
and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture and
other documents relating to the Trust, printing of
Certificates, Securities and Exchange Commission and state
blue sky registration fees, the costs of the initial
valuation of the portfolio and audit of the Trust, the
initial fees and expenses of the Trustee, and legal and
other out-of-pocket expenses related thereto, but not
including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred
in the preparation and printing of brochures and other
advertising materials and any other selling expenses, to the
extent not borne by the Depositor, shall be borne by the
Trust. To the extent the funds in the Income and Capital
Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.01,
the Trustee shall advance out of its own funds and cause to
be deposited and credited to the Income Account such amount
as may be required to permit payment of such expenses. The
Trustee shall be reimbursed for such advance on each Record
Date from funds on hand in the Income Account or, to the
extent funds are not available in such Account, from the
Capital Account, in the amount deemed to have accrued as of
such Record Date as provided in the following sentence (less
prior payments on account of such advances, if any), and the
provisions of Section 6.04 with respect to the reimbursement
of disbursements for Trust expenses, including, without
limitation, the lien in favor of the Trustee therefor and
the authority to sell Securities as needed to fund such
reimbursement, shall apply to the payment of expenses and
the amounts advanced pursuant to this Section. For the
purposes of the preceding sentence and the addition provided
in clause (4) of the first sentence of Section 5.01, the
expenses borne by the Trust pursuant to this Section shall
be deemed to have been paid on the date of the Trust
Agreement and to accrue at a daily rate over the time period
specified for their amortization provided in the Prospectus;
provided, however, that nothing herein shall be deemed to
prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section
no later than the termination of the Trust. For purposes of
calculating the accrual of organizational expenses under
this Section 3.01, the Trustee shall rely on the written
estimates of such expenses provided by the Depositor
pursuant to Section 5.01."
Q. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The first sentence of the first paragraph of
Section 5.01 shall be amended by deleting the phrase
"together with all other assets of the Trust" at the end of
such sentence and adding the following at the conclusion
thereof: ", plus (4) amounts representing organizational
expenses paid from the Trust less amounts representing
accrued organizational expenses of the Trust, plus (5) all
other assets of the Trust."
(ii) The following shall be added at the end of the
first paragraph of Section 5.01:
Until the Depositor has informed the Trustee that
there will be no further deposits of Additional
Securities pursuant to section 2.01(b), the Depositor
shall provide the Trustee with written estimates of (i)
the total organizational expenses to be borne by the
Trust pursuant to Section 3.01 and (ii) the total
number of Units to be issued in connection with the
initial deposit and all anticipated deposits of
additional Securities. For purposes of calculating the
Trust Fund Evaluation and Unit Value, the Trustee shall
treat all such anticipated expenses as having been paid
and all liabilities therefor as having been incurred,
and all Units as having been issued, in each case on
the date of the Trust Agreement, and, in connection
with each such calculation, shall take into account a
pro rata portion of such expense and liability based on
the actual number of Units issued as of the date of
such calculation. In the event the Trustee is informed
by the Depositor of a revision in its estimate of total
expenses or total Units and upon the conclusion of the
deposit of additional Securities, the Trustee shall
base calculations made thereafter on such revised
estimates or actual expenses, respectively, but such
adjustment shall not affect calculations made prior
thereto and no adjustment shall be made in respect
thereof.
R. Section 2.03(a) of the Standard Terms and Conditions of
Trust shall be amended by adding the following sentence after the
first sentence of such section:
"The number of Units may be increased through a split
of the Units or decreased through a reverse split thereof,
as directed in writing by the Depositor, at any time when
the Depositor is the only beneficial holder of Units, which
revised number of Units shall be recorded by the Trustee on
its books. The Trustee shall be entitled to rely on the
Depositor's direction as certification that no person other
than the Depositor has a beneficial interest in the Units
and the Trustee shall have no liability to any person for
action taken pursuant to such direction."
S. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraph
which shall be entitled Section 3.15:
"Section 3.15. Deferred Sales Charge. If the
prospectus related to the Trust specifies a deferred sales
charge, the Trustee shall, on the dates specified in and as
permitted by such Prospectus (the "Deferred Sales Charge
Payment Dates"), withdraw from the Capital Account, an
amount per Unit specified in such Prospectus and credit such
amount to a special non-Trust account designated by the
Depositor out of which the deferred sales charge will be
distributed to or on the order of the Depositor on such
Deferred Sales Charge Payment Dates (the "Deferred Sales
Charge Account"). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, advance funds in an amount
required to fund the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge
Account, provided, however, that the aggregate amount
advanced by the Trustee at any time for payment of the
deferred sales charge shall not exceed $15,000. Such
direction shall, if the Trustee is directed to sell a
Security, identify the Security to be sold and include
instructions as to the execution of such sale. If a Unit
holder redeems Units prior to full payment of the deferred
sales charge, the Trustee shall, if so provided in the
related Prospectus, on the Redemption Date, withhold from
the Redemption Price payable to such Unit holder an amount
equal to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If pursuant to Section 5.02 hereof, the Depositor shall
purchase a Unit tendered for redemption prior to the payment
in full of the deferred sales charge due on the tendered
Unit, the Depositor shall pay to the Unit holder the amount
specified under Section 5.02 less the unpaid portion of the
deferred sales charge. All advances made by the Trustee
pursuant to this Section shall be secured by a lien on the
Trust prior to the interest of the Unit holders."
T. The following shall be added immediately following the
first sentence of paragraph (c) of Section 2.01:
"The Trustee may allow the Depositor to substitute for any
Letter(s) of Credit deposited with the Trustee in connection with
the deposits described in Section 2.01(a) and (b) cash in an
amount sufficient to satisfy the obligations to which the
Letter(s) of Credit relates. Any substituted Letter(s) of Credit
shall be released by the Trustee."
U. Notwithstanding anything to the contrary in Sections
3.15 and 4.05 of the Standard Terms and Conditions of Trust, so
long as Nike Securities L.P. is acting as Depositor, the Trustee
shall have no power to remove the Portfolio Supervisor.
V. Section 8.02 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The fourth sentence of the second paragraph shall
be deleted and replaced with the following:
"The Trustee will honor duly executed requests for in-
kind distributions received (accompanied by the electing
Unit holder's Certificate, if issued) by the close of
business ten business days prior to the Mandatory
Termination Date."
(ii) The first sentence of the fourth paragraph shall
be deleted and replaced with the following:
"Commencing no earlier than the business day following
that date on which Unit holders must submit to the Trustee
notice of their request to receive an in-kind distribution
of Securities at termination, the Trustee will liquidate the
Securities not segregated for in-kind distributions during
such period and in such daily amounts as the Depositor shall
direct."
W. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, references to
subsequent Series established after the date of
effectiveness of the First Trust Special Situations Trust,
Series 24 shall include FT 233.
IN WITNESS WHEREOF, Nike Securities L.P., The Chase
Manhattan Bank and First Trust Advisors L.P. have each caused
this Trust Agreement to be executed and the respective corporate
seal to be hereto affixed and attested (if applicable) by
authorized officers; all as of the day, month and year first
above written.
NIKE SECURITIES L.P.,
Depositor
By Robert M. Porcellino
Vice President
THE CHASE MANHATTAN BANK,
Trustee
By Rosalia A. Raviele
Vice President
[SEAL]
ATTEST:
Joan Currie
Assistant Treasurer
FIRST TRUST ADVISORS L.P.,
Evaluator
By Robert M. Porcellino
Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Robert M. Porcellino
Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
FT 233
(Note: Incorporated herein and made a part hereof for the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
January 15, 1998
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: FT 233
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of FT 233 in connection with the
preparation, execution and delivery of a Trust Agreement dated
January 15, 1998 among Nike Securities L.P., as Depositor, The
Chase Manhattan Bank, as Trustee and First Trust Advisors L.P. as
Evaluator and Portfolio Supervisor, pursuant to which the
Depositor has delivered to and deposited the Securities listed in
Schedule A to the Trust Agreement with the Trustee and pursuant
to which the Trustee has issued to or on the order of the
Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-41803)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:erg
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
January 15, 1998
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Re: FT 233
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
of FT 233 (the "Fund"), in connection with the issuance of units
of fractional undivided interest in the Trusts of said Fund (the
"Trusts"), under a Trust Agreement, dated January 15, 1998 (the
"Indenture"), among Nike Securities L.P., as Depositor, The Chase
Manhattan Bank, as Trustee and Muller Data Corporation, as
Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents we have deemed pertinent. The opinions
expressed herein assume that each Trust will be administered, and
investments by the Trusts from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the
Indenture. Each Trust holds Equity Securities as such term is
defined in the Prospectus. For purposes of the following
discussion and opinion, it is assumed that each Equity Security
is equity for Federal income tax purposes.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing United States Federal income tax
law:
I. Each Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unit holder
will be treated as the owner of a pro rata portion of each of the
assets of the Trust under the Internal Revenue Code of 1986 (the
"Code") in the proportion that the number of Units held by him
bears to the total number of Units outstanding; the income of
each Trust will be treated as income of the Unit holders in the
proportion described above under the Code; and an item of Trust
income will have the same character in the hands of a Unit holder
as it would have in the hands of the Trustee. Each Unit holder
will be considered to have received his pro rata share of income
derived from each Trust asset when such income is considered to
be received by the Trust.
II. The price a Unit holder pays for his Units, generally
including sales charges, is allocated among his pro rata portion
of each Equity Security held by such Trust (in proportion to the
fair market values thereof on the valuation date closest to the
date the Unit holder purchases his Units) in order to determine
his tax basis for his pro rata portion of each Equity Security
held by such Trust. For Federal income tax purposes, a Unit
holder's pro rata portion of distributions of cash or property by
a corporation with respect to an Equity Security ("dividends" as
defined by Section 316 of the Code) is taxable as ordinary income
to the extent of such corporation's current and accumulated
"earnings and profits." A Unit holder's pro rata portion of
dividends paid on such Equity Security which exceeds such current
and accumulated earnings and profits will first reduce a Unit
holder's tax basis in such Equity Security, and to the extent
that such dividends exceed a Unit holder's tax basis in such
Equity Security shall be treated as gain from the sale or
exchange of property.
III. Gain or loss will be recognized to a Unit holder
(subject to various nonrecognition provisions under the Code)
upon redemption or sale of his Units, except to the extent an in
kind distribution of stock is received by such Unit holder from
the Trust as discussed below. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the
adjusted basis of his Units. Before adjustment, such basis would
normally be cost if the Unit holder had acquired his Units by
purchase. Such basis will be reduced, but not below zero, by the
Unit holder's pro rata portion of dividends with respect to each
Equity Security which is not taxable as ordinary income.
IV. If the Trustee disposes of a Trust asset (whether by
sale, exchange, liquidation, redemption, payment on maturity or
otherwise) gain or loss will be recognized to the Unit holder
(subject to various nonrecognition provisions under the Code) and
the amount thereof will be measured by comparing the Unit
holder's aliquot share of the total proceeds from the transaction
with his basis for his fractional interest in the asset disposed
of. Such basis is ascertained by apportioning the tax basis for
his Units (as of the date on which his Units were acquired) among
each of the Trust assets of such Trust (as of the date on which
his Units were acquired) ratably according to their values as of
the valuation date nearest the date on which he purchased such
Units. A Unit holder's basis in his Units and of his fractional
interest in each Trust asset must be reduced, but not below zero,
by the Unit holder's pro rata portion of dividends with respect
to each Equity Security which is not taxable as ordinary income.
VI. Under the indenture, under certain circumstances, a
Unit holder tendering Units for redemption may request an in kind
distribution of Equity Securities upon the redemption of Units or
upon the termination of the Trust. As previously discussed,
prior to the redemption of Units or the termination of the Trust,
a Unit holder is considered as owning a pro rata portion of each
of the particular Trust's assets. The receipt of an in kind
distribution will result in a Unit holder receiving an undivided
interest in whole shares of stock and possibly cash. The
potential federal income tax consequences which may occur under
an in kind distribution with respect to each Equity Security
owned by the Trust will depend upon whether or not a United
States Unit holder receives cash in addition to Equity
Securities. An "Equity Security" for this purpose is a
particular class of stock issued by a particular corporation. A
Unit holder will not recognize gain or loss if a Unit holder only
receives Equity Securities in exchange for his or her pro rata
portion in the Equity Securities held by the Trust. However, if
a Unit holder also receives cash in exchange for a fractional
share of an Equity Security held by the Trust, such Unit holder
will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unit holder and his
tax basis in such fractional share of an Equity Security held by
the Trust. The total amount of taxable gains (or losses)
recognized upon such redemption will generally equal the sum of
the gain (or loss) recognized under the rules described above by
the redeeming Unit holder with respect to each Equity Security
owned by the Trust.
A domestic corporation owning Units in a Trust may be
eligible for the 70% dividends received deduction pursuant to
Section 243(a) of the Code with respect to such Unit holders' pro
rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to
the limitations imposed by Sections 246 and 246A of the Code.
Section 67 of the Code provides that certain miscellaneous
itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be
deductible by an individual only to the extent they exceed 2% of
such individual's adjusted gross income. Unit holders may be
required to treat some or all of the expenses of a Trust as
miscellaneous itemized deductions subject to this limitation.
A Unit holder will recognize taxable gain (or loss)when all
or part of the pro rata interest in an Equity Security is either
sold by the Trust or redeemed or when a Unit holder disposes of
his Units in a taxable transaction, in each case for an amount
greater (or less) than his tax basis therefor; subject to various
nonrecognition provisions of the Code.
It should be noted that payments to the Trust of dividends
on Equity Securities that are attributable to foreign
corporations may be subject to foreign withholding taxes and Unit
holders should consult their tax advisers regarding the potential
tax consequences relating to the payment of any such withholding
taxes by the Trust. Any dividends withheld as a result thereof
will nevertheless be treated as income to the Unit holders.
Because under the grantor trust rules, an investor is deemed to
have paid directly his share of foreign taxes that have been paid
or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect
to such taxes. A required holding period is imposed, however,
for such credit.
Any gain or loss recognized on a sale or exchange will,
under current law, generally be capital gain or loss.
The scope of this opinion is expressly limited to the
matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes,
including foreign, state or local taxes or collateral tax
consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-41803)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/erg
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
January 15, 1998
The Chase Manhattan Bank, as Trustee of
FT 233
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Mr. Thomas Porrazzo
Vice President
Re: FT 233
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for the unit investment trust or trusts contained in
FT 233 (each, a "Trust"), which will be established under certain
Standard Terms and Conditions of Trust dated November 20, 1991,
and a related Trust Agreement dated as of today (collectively,
the "Indenture") among Nike Securities L.P., as Depositor (the
"Depositor"), First Trust Advisors L.P., as Evaluator, First
Trust Advisors L.P., as Portfolio Supervisor, and The Chase
Manhattan Bank, as Trustee (the "Trustee"). Pursuant to the
terms of the Indenture, units of fractional undivided interest in
the Trust (the "Units") will be issued in the aggregate number
set forth in the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as
a corporation under New York law, and accordingly will not be
subject to the New York State franchise tax or the New York City
general corporation tax.
2. Under the income tax laws of the State and City of New
York, the income of the Trust will be considered the income of
the holders of the Units.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 333-41803) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name under the captions "What is the Federal Tax Status of
Unit-holders?" and "Legal Opinions" in such Registration
Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
January 15, 1998
The Chase Manhattan Bank, as Trustee of
FT 233
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Mr. Thomas Porrazzo
Vice President
Re: FT 233
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
("Chase") in connection with the execution and delivery of a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively referred to herein as the "Indenture") among Nike
Securities L.P., as Depositor (the "Depositor"), First Trust
Advisors L.P., as Evaluator; First Trust Advisors L.P., as
Portfolio Supervisor; and Chase, as Trustee (the "Trustee"),
establishing the unit investment trust or trusts included in FT
233 (each, a "Trust"), and the confirmation by Chase, as Trustee
under the Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number of
units constituting the entire interest in the Trust (such
aggregate units being herein called "Units"), each of which
represents an undivided interest in the respective Trust which
consists of common stocks (including, confirmations of contracts
for the purchase of certain stocks not delivered and cash, cash
equivalents or an irrevocable letter of credit or a combination
thereof, in the amount required for such purchase upon the
receipt of such stocks), such stocks being defined in the
Indenture as Securities and referenced in the Schedule to the
Indenture.
We have examined the Indenture, a specimen of the
certificates to be issued hereunder (the "Certificates"), the
Closing Memorandum dated todays date, and such other documents
as we have deemed necessary in order to render this opinion.
Based on the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation
having the powers of a Trust Company under the laws of the State
of New York.
2. The Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and
delivery by Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration
books of the Trust the ownership of the Units by the Depositor.
Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the
Securities and Exchange Commission under the Securities Act of
1933, the Trustee may deliver Certificates for such Units, in
such names and denominations as the Depositor may request, to or
upon the order of the Depositor as provided in the Closing
Memorandum.
5. Chase, as Trustee, may lawfully advance to the Trust
amounts as may be necessary to provide periodic interest
distributions of approximately equal amounts, and be reimbursed,
without interest, for any such advances from funds in the
interest account, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois 60532
January 15, 1998
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: FT 233
Gentlemen:
We have examined the Registration Statement File No.
333-41803 for the above captioned fund. We hereby consent to the
use in the Registration Statement of the references to First
Trust Advisors L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
First Trust Advisors L.P.
Robert M. Porcellino
Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> America's Leading Brands Growth Trust,
Series 3
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-15-1998
<PERIOD-START> JAN-15-1998
<PERIOD-END> JAN-15-1998
<INVESTMENTS-AT-COST> 149,519
<INVESTMENTS-AT-VALUE> 149,519
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,519
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,519
<SHARES-COMMON-STOCK> 15,103
<SHARES-COMMON-PRIOR> 15,103
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,519
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> Business Services 2000 Growth Trust
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-15-1998
<PERIOD-START> JAN-15-1998
<PERIOD-END> JAN-15-1998
<INVESTMENTS-AT-COST> 149,961
<INVESTMENTS-AT-VALUE> 149,961
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,961
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,961
<SHARES-COMMON-STOCK> 15,147
<SHARES-COMMON-PRIOR> 15,147
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,961
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> Financial Services Growth Trust, Series 4
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-15-1998
<PERIOD-START> JAN-15-1998
<PERIOD-END> JAN-15-1998
<INVESTMENTS-AT-COST> 148,908
<INVESTMENTS-AT-VALUE> 148,908
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148,908
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,908
<SHARES-COMMON-STOCK> 15,041
<SHARES-COMMON-PRIOR> 15,041
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,908
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> Investment Services Growth Trust, Series 3
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-15-1998
<PERIOD-START> JAN-15-1998
<PERIOD-END> JAN-15-1998
<INVESTMENTS-AT-COST> 148,709
<INVESTMENTS-AT-VALUE> 148,709
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148,709
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,709
<SHARES-COMMON-STOCK> 15,021
<SHARES-COMMON-PRIOR> 15,021
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,709
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> Pharmaceutical Growth Trust, Series 4
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-15-1998
<PERIOD-START> JAN-15-1998
<PERIOD-END> JAN-15-1998
<INVESTMENTS-AT-COST> 149,436
<INVESTMENTS-AT-VALUE> 149,436
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,436
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,436
<SHARES-COMMON-STOCK> 15,095
<SHARES-COMMON-PRIOR> 15,095
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,436
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> Technology Growth Trust, Series 7
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> JAN-15-1998
<PERIOD-START> JAN-15-1998
<PERIOD-END> JAN-15-1998
<INVESTMENTS-AT-COST> 150,124
<INVESTMENTS-AT-VALUE> 150,124
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 150,124
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 150,124
<SHARES-COMMON-STOCK> 15,164
<SHARES-COMMON-PRIOR> 15,164
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 150,124
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
