As filed with the Securities and Exchange Commission on May 5, 1998
Registration No. 333-48465
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to the
REGISTRATION STATEMENT
on
Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST: DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
B. Name of depositor: DELAWARE CAPITAL MANAGEMENT, INC.
C. Complete address of depositor's principal executive offices:
DELAWARE CAPITAL MANAGEMENT, INC.
One Commerce Square
Philadelphia, Pennsylvania 19103
D. Name and complete address of agent for service:
Copy to:
George M. Chamberlain, Jr. MARK J. KNEEDY
Delaware Capital Management, Inc. c/o Chapman and Cutler
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price
<S> <C> <C> <C>
Delaware Investments Unit An indefinite number of Indefinite $0.00
Investment Trust, Series 19 Units of Beneficial Interest
pursuant to Rule 24f-2 under
the Investment Company Act of 1940
</TABLE>
E. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the Registration Statement.
/X:/ Check box if it is proposed that this filing will become effective on
May 5, 1998 at 2:00 P.M. pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
----------------------
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
<S> <C> <C>
1. (a) Name of Trust.................................................. } Prospectus front cover
2. (b) Title of securities issued..................................... } Summary of Essential Financial
} Information
3. Name and address of each depositor.................................. } Trust Administration
4. Name and address of Trustee......................................... } Trust Administration
5. State of organization of Trust...................................... } The Trust
6. Execution and termination of Trust agreement........................ } Trust Administration
7. Changes of name..................................................... } The Trust; Trust Administration
8. Fiscal year......................................................... } *
9. Litigation.......................................................... } *
II. General Description of the Trust and
Securities of the Trust
10. (a) Registered of bearer securities................................ } Rights of Unitholders
(b) Cumulative or distributive securities.......................... } Rights of Unitholders; The Trust
}
(c) Redemption..................................................... } Rights of Unitholders
(d) Conversion, transfer, etc...................................... } Rights of Unitholders
(e) Periodic payment plan.......................................... } *
(f) Voting rights.................................................. } Rights of Unitholders
(g) Notice of Unit holders......................................... } Trust Administration
(h) Consents required.............................................. } Rights of Unit holders; Trust
} Administration
(i) Other provisions............................................... } Taxation
11. Type of securities comprising units................................. } The Trust
12. Certain information regarding periodic payment } *
certificates }
13. (a) Load, fees, expenses, etc...................................... } Trust Operating Expenses
(b) Certain information regarding periodic payment } *
certificates................................................... }
<PAGE>
(c) Certain percentages............................................ } Summary of Essential Financial
Information; Public Offering
(d) Certain other fees, etc. payable by holders.................... } Rights of Unitholders
(e) Certain profits receivable by depositor,
principal, underwriters, writers, Trustee or }
affiliated person....................................... } Trust Operating Expenses;
} Public Offering
(f) Ratio of annual charges to income.............................. } *
} The Trust
14. Issuance of Trust's securities...................................... } Rights of Unitholders
15. Receipt and handling of payments from purchasers.................... } *
16. Acquisition and disposition of underlying } The Trust; Objectives and
securities.................................................. } Securities Selection; Trust
} Administration; Public
Offering
17. Withdrawal or redemption............................................ } Rights of Unitholders; Public
} Offering
18. (a) Receipt, custody and disposition of income..................... } Rights of Unitholders
(b) Reinvestment of distributions.................................. } Rights of Unitholders
(c) Reserves or special Trusts..................................... } Trust Operating Expenses
(d) Schedule of distributions...................................... } *
19. Records, accounts and reports....................................... } Rights of Unitholders; Trust
} Administration
20. Certain miscellaneous provisions of Trust agreement
(a) Amendment...................................................... } Trust Administration
(b) Termination.................................................... } *
(c) and (d) Trustee, removal and successor......................... } Trust Administration
(e) and (f) Depositor, removal and successor........................ } Trust Administration
21. Loans to security holders } *
22. Limitations on liability............................................ } Trust Administration
23. Bonding arrangements................................................ } *
24. Other material provisions of Trust agreement........................ } *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor........................................... } Trust Administration
26. Fees received by depositor.......................................... } See Items 13(a) and 13(e)
27. Business of depositor............................................... } Trust Administration
28. Certain information as to officials and
affiliated persons of depositor............................. } Trust Administration
29. Voting securities of depositor...................................... } *
30. Persons controlling depositor....................................... } *
<PAGE>
31. Payment by depositor for certain services
rendered to Trust........................................... } *
32. Payment by depositor for certain other services
rendered to Trust........................................... } *
33. Remuneration of employees of depositor
for certain services rendered to Trust...................... } *
34. Remuneration of other persons for certain
services rendered to Trust.................................. } *
IV. Distribution and Redemption
35. Distribution of Trust's securities by states........................ } Public Offering
36. Suspension of sales of Trust's securities........................... } *
37. Revocation of authority to distribute............................... } *
38. (a) Method of Distribution......................................... } Public Offering
(b) Underwriting Agreements........................................ } Underwriting
(c) Selling Agreements............................................. } Public Offering
39. (a) Organization of principal underwriters......................... } Trust Administration
(b) N.A.S.D. membership of principal underwriters.................. } *
40. Certain fees received by principal underwriters..................... } See Items 13(a) and 13(e)
41. (a) Business of principal underwriters............................. } Trust Administration
(b) Branch offices of principal underwriters....................... } *
(c) Salesmen of principal underwriters............................. } *
42. Ownership of Trust's securities by certain persons.................. } *
43. Certain brokerage commissions received by
principal underwriters...................................... } Public Offering
44. (a) Method of valuation............................................ } Public Offering
(b) Schedule as to offering price.................................. } *
(c) Variation in offering price to certain persons................. } Public Offering
45. Suspension of redemption rights..................................... } Rights of Unitholders
46. (a) Redemption valuation........................................... } Public Offering
(b) Schedule as to redemption price................................ } *
47. Maintenance of position in underlying securities.................... } Public Offering
} Rights of Unitholders
V. Information Concerning the Trustee
or Custodian
48. Organization and regulation of Trustee.............................. } Trust Administration
49. Fees and expenses of Trustee........................................ } Trust Operating Expenses
50. Trustee's lien...................................................... } *
<PAGE>
VI. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of Trust's securities.......................... } Cover Page; Trust Operating
} Expenses
VII. Policy of Registrant
52. (a) Provisions of Trust agreement with respect
to selection or elimination................................. } The Trust; Trust
Administration
(b) Transactions involving elimination of
underlying securities....................................... } *
(c) Policy regarding substitution or elimination The Trust; Trust
of underlying securities.................................... } Administration
(d) Fundamental policy not otherwise covered....................... } *
53. Tax status of Trust................................................. } Taxation
VIII. Financial and Statistical Information
54. Trust's securities during last ten years............................ } *
55.- Certain information regarding periodic payment
58. certificates................................................... } *
59. Financial statements (Instruction 1(c) to Form S-6)................. } *
</TABLE>
- -----------------
*Inapplicable, answer negative or not required.
<PAGE>
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
THE AMERICAN SPORTS EQUITY TRUST, SERIES 1
- --------------------------------------------------------------------------------
THE TRUST. Delaware Investments Unit Investment Trust, Series 19 (the
"Fund") is comprised of the underlying unit investment trust set forth above.
The American Sports Equity Trust, Series 1 (the "Trust") offers investors the
opportunity to purchase Units representing proportionate interests in a fixed
portfolio of common stocks issued by companies which derive a significant
portion of their revenues from the sale of sports equipment and apparel, the
ownership and operation of sports franchises or the ownership and operation of
sports facilities. Collectively, the common stocks selected for inclusion in the
Trust are referred to herein as the "Securities."
OBJECTIVE OF THE TRUST. The objective of the Trust is to provide an above
average total return through a combination of potential capital appreciation and
dividend income. See "Schedule of Investments" and "Objectives and Securities
Selection." There is, of course, no guarantee that the objective of the Trust
will be achieved.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit is equal to the
aggregate underlying value of the Securities plus or minus cash, if any, in the
Capital and Income Accounts, divided by the number of Units outstanding, plus an
initial sales charge equal to the difference between the maximum total sales
charge of 4.50% of the Public Offering Price and the maximum deferred sales
charge ($0.250 per Unit). Unitholders will also be assessed a deferred sales
charge of $0.083 per Unit, payable on the first day of each month, over the
period commencing February, 1999 through April, 1999 (the "Deferred Period").
The monthly amount of the deferred sales charge will accrue on a daily basis,
beginning the 1st day of the month preceding a deferred sales charge payment
date. Units purchased subsequent to the initial deferred sales charge accrual
will be subject to the initial sales charge and that portion of the deferred
sales charge payments not yet collected. This deferred sales charge will be paid
from funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. The total maximum sales charge assessed to Unitholders on a per Unit
basis will be 4.50% of the Public Offering Price (4.545% of the aggregate value
of the Securities), subject to reduction as set forth in "Public Offering --
General." Upon completion of the Deferred Period, the secondary market Public
Offering Price per Unit 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.) During the initial
offering period, the sales charge is reduced on a graduated scale for sales
involving at least $100,000. If Units were available for purchase at the opening
of business on the Initial Date of Deposit, the Public Offering Price per Unit
would have been that amount set forth under "Summary of Essential Financial
Information." The minimum amount an investor may purchase is $1,000 ($250 for a
tax-sheltered retirement plan). See "Public Offering."
- --------------------------------------------------------------------------------
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.
DELAWARE CAPITAL MANAGEMENT, INC.
The date of this Prospectus is May 5, 1998
<PAGE>
DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS. Distributions of dividends and
realized capital gains, if any, received by the Trust will be paid in cash on
the applicable Distribution Date to Unitholders of record on the record date as
set forth in the "Summary of Essential Financial Information." Any distribution
of income and/or capital gains for the Trust will be net of the expenses of the
Trust. See "Taxation." Additionally, upon surrender of Units for redemption or
termination of the Trust, the Trustee will distribute to each Unitholder his or
her pro rata share of the Trust's assets, less expenses, in the manner set forth
under "Rights of Unitholders -- Distributions of Income and Capital."
Distributions of income and/or capital gains on a Unitholder's Units will
automatically be reinvested in additional Units of the Trust subject only to
remaining deferred sales charge payments, unless a Unitholder elects to receive
such distributions in cash. See "Rights of Unitholders -- Distributions of
Income and Capital."
SECONDARY MARKET FOR UNITS. Although not obligated to do so, an affiliate
of the Sponsor, Delaware Distributors, L.P. (the "Distributor") currently
intends to maintain a market for Units and offers to repurchase such Units at
prices which are based on the aggregate underlying value of the Securities
(generally determined by the closing sale prices of the Securities) plus or
minus cash, if any, in the Capital and Income Accounts. If a secondary market is
not maintained, a Unitholder may redeem Units at prices based upon the aggregate
underlying value of the Securities plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts. A Unitholder tendering Units with a
value of $100,000 or more may request a distribution of shares of the Securities
(reduced by customary transfer and registration charges) in lieu of payment in
cash (an "In-Kind Distribution"). See "Rights of Unitholders -- Redemption of
Units." Units sold or tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be assessed the
amount of such remaining deferred sales charge at the time of sale or
redemption.
TERMINATION. The Trust will terminate on the Mandatory Termination Date (as
set forth under "Summary of Essential Financial Information") regardless of
market conditions at that time. Commencing on the Mandatory Termination Date,
Securities will begin to be sold in connection with the termination of the
Trust. The Sponsor will determine the manner, timing and execution of the sale
of the Securities. Written notice of any termination of the Trust shall be given
by the Trustee to each Unitholder at his address appearing on the registration
books of the Trust maintained by the Trustee. Such notice will include a form to
enable a Unitholder to elect an In-Kind Distribution, if such Unitholder owns at
least $100,000 worth of Units. Unitholders not electing or eligible for an
In-Kind Distribution will receive a cash distribution from the sale of the
remaining Securities within a reasonable time after the Trust is terminated. See
"Trust Administration -- Amendment or Termination."
RISK FACTORS. An investment in the Trust should be made with an
understanding of the risks associated therewith, including the possible
deterioration of either the financial condition of the issuers or the general
condition of the stock market (which although currently is at historically high
levels, has seen substantial volatility and significant declines recently),
volatile interest rates, economic recession, the lack of adequate financial
information concerning an issuer and the possibility of an economic downturn in
the sector in which the common stocks included in the Trust are concentrated.
The Trust is not actively managed and Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation. For certain risk considerations related to the Trust, see "Risk
Factors" and "Objectives and Securities Selection." Units are not deposits or
obligations of, and are not guaranteed or endorsed by, any bank and are not
federally insured or otherwise protected by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency and involve
investment risk, including the possible loss of principal.
As the Trust concentrates its investments in the sports industry, investing
in the Trust involves certain risks, such as deterioration of the financial
conditions of American Sports companies or the public perception of these
companies. Many of the Securities in the Trust are issued by micro or small
2
<PAGE>
cap companies (i.e., those currently having a market capitalization generally of
less than $1.5 billion). As a general matter, micro and small cap companies may
have more limited product lines, markets and financial resources than large cap
companies. In addition, securities of micro and small cap companies, generally,
may trade less frequently (and with a lesser volume), may be more volatile and
may be somewhat less liquid than securities issued by larger capitalization
companies.
- ----------------------------
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 5, 1998
SPONSOR: DELAWARE CAPITAL MANAGEMENT, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK
<TABLE>
<S> <C>
General Information
Number of Units(1) ....................................................................... 50,430
Fractional Undivided Interest in the Trust per Unit ...................................... 1/50,430
Calculation of Public Offering Price per 100 Units:
Aggregate Offering Price of Securities
in Portfolio(2) ......................................................................... $ 494,213
Aggregate Offering Price of Securities per 100 Units ..................................... $ 980.00
Plus Maximum Sales Charge of 4.50% (4.545% of the Aggregate Value of Securities)(3) ...... $ 45.00
Less Deferred Sales Charge(3) ........................................................... $ (25.00)
---------
Public Offering Price per 100 Units(3,4) ................................................. $1,000.00
Distributor's Initial Repurchase and Redemption Price per
100 Units ............................................................................... $ 955.00
Maximum Supervisory Fee per 100 Units(5) ................................................. $ 0.0350
Trustee's Annual Fee per 100 Units(6) .................................................... $ 0.0860
Estimated Organizational and Offering Expenses per Unit(7) ............................... $ 0.0226
Initial Date of Deposit ...................................................... May 5, 1998
First Settlement Date ........................................................ May 8, 1998
Mandatory Termination Date .................................................April 30, 2002
Income and Capital Account Distribution Date(8) Last business day of each December,
commencing December 31, 1998 to Unitholders of record on each December 15,
commencing December 15, 1998.
Minimum Termination Value .......................................................... The Trust may be
terminated if the net asset value of the Trust is less than $500,000 unless the net asset value of
the Trust's deposits has exceeded $15,000,000, then the Trust Agreement may be terminated if the net
asset value of the Trust is less than $3,000,000.
Evaluation Time ................................................... As of the close of trading on the
New York Stock Exchange, generally 4:00 p.m. Eastern Time.
</TABLE>
- ------------------
(1) As of the close of business on the Initial Date of Deposit, the number of
Units may be adjusted so that the aggregate value of Securities per Unit
will equal approximately $9.80. 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) The Securities were initally valued at the last trade before 12:00 p.m.
Eastern Time on the Business Day before the Initial Date of Deposit.
Thereafter, the Securities will be valued at the Evalution Time set forth
above. See "Public Offering -- Offering Price."
(3) The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to the difference between the Maximum Sales
Charge of 4.50% of the Public Offering Price and the maximum deferred sales
charge ($0.250 per Unit). Unitholders will also be assessed a deferred
sales charge of $0.083 per Unit, payable on the first day of each month,
over the period commencing February, 1999 through April, 1999 (the
"Deferred Period"). Subsequent
3
<PAGE>
to the Initial Date of Deposit, the amount of the initial sales charge will
vary with changes in the aggregate value of the Securities. Units purchased
subsequent to the initial deferred sales charge accrual will be subject
only to the initial sales charge and that portion of the deferred sales
charge payments not yet collected or accrued. These deferred sales charge
payments will be paid from funds in the Capital Account, if sufficient, or
from the periodic sale of Securities. The total maximum sales charge will
be 4.50% of the Public Offering Price (4.545% of the aggregate value of the
Securities). See the "Fee Table" below and "Public Offering Price --
Offering Price." Any uncollected deferred sales charge amounts will be
deducted from the sales or redemption proceeds as described under "Public
Offering -- Public Market" and "Rights of Unitholders -- Redemption of
Units."
(4) On the Initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone ordering Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
(5) The Supervisory Fee is payable to the Sponsor. In addition, the Sponsor
will be reimbursed by the Trust for bookkeeping and other administrative
expenses currently at a maximum annual rate of $0.015 per 100 Units.
(6) In no event will the Trustee's Annual Fee be less than $2,000.
(7) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states,
the initial audit of the Trust portfolio, legal fees and the initial fees
and expenses of the Trustee, but not including the expenses incurred in the
preparation and printing of brochures and other advertising materials and
any other selling expenses), as is common for mutual funds. Total
organizational and offering expenses will be charged off at the end of the
initial offering period which is currently expected to be approximately
eight months from the Initial Date of Deposit. See "Expenses of the Trust"
and "Statement 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 Unitholders of record on the fifteenth day of such
month if the amount available for distribution equals at least $1.00 per
100 Units. Notwithstanding, distributions of funds in the Capital Account,
if any, will be made in December of each year.
4
<PAGE>
FEE TABLE
- --------------------------------------------------------------------------------
This Fee Table is intended to assist investors in understanding the costs
and expenses that an investor in the Trust will bear directly or indirectly.
See "Public Offering Price -- Offering Price" and "Trust Operating Expenses."
Although the Trust has a term of approximately four years and is a unit
investment trust rather than a mutual fund, this information is presented to
permit a comparison of fees.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT PER
100 UNITS
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES
Maximum Initial Sales Charge Imposed on Purchase (as a percentage
of offering price) ...................................................... 2.00%(1) $ 20.00
Deferred Sales Charge (as a percentage of original purchase Price) ....... 2.50%(2) $ 25.00
----- -------
Maximum Total Sales Charge ............................................... 4.50% $ 45.00
===== =======
Maximum sales charge per year imposed on reinvested dividends ............ 2.50%(3) $ 25.00
ESTIMATED ANNUAL TRUST OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Trustee's Fee .......................................................... 0.086% $ 0.086
Other Operating Expenses ............................................... 0.068% $ 0.068
----- -------
Total ................................................................. 0.154%(4) $ 0.154
===== =======
</TABLE>
- ------------------
(1) The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (4.50% of the Public Offering Price) and the
maximum deferred sales charge ($25.00 per 100 Units) and would exceed 2% if
the Public Offering Price exceeds $10.00 per Unit.
(2) The actual fee is $8.33 per month per 100 Units, irrespective of purchase
or redemption price, deducted on such dates set forth in "Public Offering."
Except as noted under "Public Offering -- Public Market" and "Rights of
Unitholders -- Redemption of Units," if a Unitholder sells or redeems Units
before all of these deductions have been made, the balance of the deferred
sales charge payments remaining will be deducted from the sales or
redemption proceeds. If the Unit price exceeds $10.00 per Unit, the
deferred portion of the sales charge will be less than 2.50%; if the Unit
price is less than $10.00 per Unit, the deferred portion of the sales
charge will exceed 2.50%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to the initial sales charge
and that portion of the deferred sales charge payments not yet collected or
accrued.
(3) Reinvested Dividends will be subject only to the deferred sales charge
remaining at the time of reinvestment. See "Rights of Unitholders --
Distributions of Income and Capital."
(4) The Trust's Estimated Annual Trust Operating Expenses do not include
organizational and offering costs, which are charged against capital at the
end of the initial offering period.
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS 4 YEARS
------ ------- -------
<S> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming the estimated operating
expense ratio of .154% and a 5% annual return on the
investment throughout the periods. $47 $50 $52
</TABLE>
The above example assumes reinvestment of all dividends and distributions
and utilizes a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. Although the Trust has a term
of approximately four years and is a unit investment trust
5
<PAGE>
rather than a mutual fund, this information is presented to permit comparison of
fees. The example should not be considered a representation of past or future
expenses or annual rate of return; the actual expenses and annual rate of return
may be more or less than those assumed for purposes of the example. The
estimated operating expense ratio does not include organizational and offering
costs, which are charged to capital at the end of the initial offering period.
THE TRUST
Delaware Investments Unit Investment Trust, Series 19 is comprised of one
unit investment trust: The American Sports Equity Trust, Series 1 (the "Trust").
The Fund was created under the laws of the State of New York pursuant to a Trust
Agreement (the "Trust Agreement"), dated as of the date of this Prospectus (the
"Initial Date of Deposit"), among Delaware Capital Management, Inc., as Sponsor
and Supervisor, and The Chase Manhattan Bank, as Evaluator and Trustee.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio" herein, including delivery statements
relating to contracts for the purchase of certain such Securities and an
irrevocable letter of credit issued by a financial institution in the amount
required for such purchases. Thereafter, the Trustee, in exchange for such
Securities (and contracts) so deposited, delivered to the Distributor at the
direction of the Sponsor documentation evidencing the ownership of that number
of Units of the Trust indicated in "Summary of Essential Financial Information."
Unless otherwise terminated as provided in the Trust Agreement, the Trust will
terminate on the Mandatory Termination Date, and Securities then held will,
within a reasonable time thereafter, be liquidated or distributed by the
Trustee.
Additional Units may be issued at any time by depositing in the Trust
additional Securities or cash (including a letter of credit) with instructions
to purchase additional Securities. As additional Units are issued by the Trust
as a result of the deposit of additional Securities or cash by the Sponsor, the
aggregate value of the Securities will be increased and the fractional undivided
interest in the Trust represented by each Unit will be decreased. The Sponsor
may continue to make additional deposits of Securities or cash into the Trust
following the Initial Date of Deposit, provided that such additional deposits
will be in amounts which will maintain, as nearly as practicable, the original
proportionate relationship of the Securities in the Trust's portfolio, based on
the number of shares of the Securities. Any deposit by the Sponsor of additional
Securities, or the purchase of additional Securities pursuant to a cash deposit,
will duplicate, as nearly as is practicable, this original proportionate
relationship and not the actual proportionate relationship on the subsequent
Date of Deposit, since the two may differ. Any such difference may be due to the
sale, redemption or liquidation of any of the Securities deposited in the Trust
on the Initial, or any subsequent, Date of Deposit. If the Sponsor deposits
cash, however, existing and new investors may experience a dilution of their
investment and a reduction in their anticipated income because of fluctuations
in the prices of the Securities between the time of the cash deposit and the
purchase of the Securities and because the Trust will pay associated brokerage
fees. To minimize this effect, the Trust will try to purchase the Securities as
close to the evaluation time as possible. The Trustee may, from time to time,
retain and pay compensation to the Sponsor (or an affiliate of the Sponsor) to
act as agent for the Trust with respect to acquiring Securities for or selling
Securities from the Trust. In acting in such capacity, the Sponsor or its
affiliate will be subject to the restrictions under the Investment Company Act
of 1940, as amended.
Each Unit initially offered represents an undivided interest in the Trust.
To the extent that any Units are redeemed by the Trustee or additional Units are
issued as a result of additional Securities or cash being deposited by the
Sponsor, the fractional undivided interest in the Trust represented by each
unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust
6
<PAGE>
represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Unitholders, which may
include the Distributor, or until the termination of the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
The objective of the Trust is to provide potential capital appreciation
through an investment in the common stock of companies which derive a
significant portion of their revenues from the sale of sports equipment and
apparel, the ownership and operation of sports franchises or the ownership and
operation of sports facilities. There is, however, no assurance that the
objective of the Trust will be achieved. America is a country of sports
fanatics. Nearly every major sport has seen a rise in attendance, corporate
sponsorship and sales of licensed products over the last decade (Source: IEG
Sponsorship Report(TM), Chicago). Corporate sponsorship of sports teams and
events has risen from under $1 billion in 1985 to over $6 billion in 1997
(Source: IEG Sponsorship Report(TM), Chicago) while the sales of licensed sports
products of major sports leagues and colleges and universities have increased
from approximately $5 billion in 1990 to just under $11 billion in 1996 (Source:
Sporting Goods Manufacturer's Association). During 1997, corporate sponsorship
of motor sports, golf, pro sports, Olympic teams and tennis was $990 million,
$602 million, $403 million, $336 million and $269 million, respectively (Source:
IEG Sponsorship Report(TM), Chicago). An investment in the Trust allows
investors to participate in this growing sector through a diversified portfolio
of common stocks of publicly traded sports franchises, sports apparel companies
and sporting facilities.
The Trust may be an appropriate medium for investors who desire to
participate in a portfolio of common stocks with greater diversification than
they might be able to acquire individually. In seeking the Trust's objective,
the Sponsor considered, among other things, the ability of the Securities to
outpace inflation. While inflation is currently relatively low, the United
States has historically experienced periods of double-digit inflation. While the
prices of equity securities will fluctuate, over time equity securities have
outperformed the rate of inflation, and other less risky investments, such as
government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results. Investors should be aware that there is no
guarantee that the objective of the Trust will be achieved because the Trust is
subject to the continuing ability of the respective issuers to declare and pay
dividends and because the market value of the Securities can be affected by a
variety of factors.
Investors should be aware that the Trust is not a "managed" fund, and as a
result, the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration-Portfolio Administration"). In addition, Securities will
not be sold by the Trust to take advantage of market fluctuations or changes in
anticipated rates of appreciation. Investors should note that the Securities
were selected by the Sponsor prior to the date the Securities were purchased by
the Trust. The Trust may continue to hold Securities originally selected even
though the evaluation of the attractiveness of the Securities may have changed,
and if the evaluation were performed again at that time, the Securities would
not be selected for the Trust.
TRUST PORTFOLIO
The Trust consists of the following issues of Securities selected based
upon those factors referred to under "Objectives and Securities Selection."
<TABLE>
<CAPTION>
COMPANY PRINCIPAL BUSINESS
- ------- ------------------
<S> <C>
Ackerley Group, Inc. Owner of the Seattle Supersonics and Seattle Seadogs professional
teams
Action Performance Companies, Inc. Distributor of NASCAR & NRA souvenirs and apparel
</TABLE>
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<TABLE>
<CAPTION>
COMPANY PRINCIPAL BUSINESS
- ------- ------------------
<S> <C>
Aldila, Inc. #1 manufacturer of graphite shafts for US made golf clubs
AMF Bowling, Inc. Owner of Bowling Centers and distributor of bowling and golf
equipment
Ascent Entertainment Group, Inc. Owner of the Denver Nuggets and the Colorado Avalanche
Ashworth, Inc. Golfing apparel manufacturer and distributor
Authentic Fitness Corporation Swimwear equipment and apparel manufacturer sold under the
Speedo name
Boston Celtics Limited Partnership Owns the Boston Celtics NBA Team
Brunswick Corp. Manufacturer of water recreational vehicles, bowling and golf
equipment
Callaway Golf Company Golf equipment manufacturer who is best known for their "Big
Bertha" golf clubs
Cannondale Corp. Manufacturer of bicycles and cycling apparel
Championship Auto Racing Teams, Inc. Owner of the CART Indy Car Racing Series League
Churchill Downs, Inc. Owner of the Professional Horse Racing Track of the Kentucky
Derby
Coastcast Corp. Supplier of golf clubheads to: Callaway, Lynx, Taylor Made,
Cobra, Daiwa and others
Converse, Inc. Athletic footwear and apparel manufacturer
Dover Downs Entertainment, Inc. Owner of various NASCAR Speedways on the East Coast and
West Coast Indy Car Tracks
Family Golf Centers, Inc. Owner of various public driving ranges and golf recreation
centers
Florida Panthers Holdings, Inc. Owns the Florida Panthers NHL Team
Fortune Brands, Inc. Manufacturer of golf equipment including Titleist Golf Ball,
DryJoy shoes and Pinnacle golf balls
International Speedway Corp.--Class A Owns the DAYTONA USA motorsports theme park.
K2, Inc. Manufacturer of Ski equipment and apparel
LESCO, Inc. Golf course maintenance and turf care for 40% of all US
courses
NIKE, Inc.--Class B Manufacturer of athletic footwear and apparel
Penn National Gaming, Inc. Thoroughbred race tracks and OTB centers throughout
Pennsylvania
Penske Motorsports, Inc. Owner of Numerous motorsports race tracks for CART,
NASCAR and other series
Rawlings Sporting Goods Company, Inc. Manufacturer of sporting equipment for most professional
sporting events
Reebok International Limited Manufacturer of athletic footwear and apparel
Speedway Motorsports, Inc. Owner of three popular NASCAR race tracks in North Carolina
and Georgia
Ticketmaster Group, Inc. Spectator ticketing services for most sporting facilities throughout
the US
Topps Company, Inc. Manufacturer of collectors cards for most professional sports
</TABLE>
As of April 30, 1998, the average market capitalization, P/E ratio, beta
and yield of the Securities in the Trust was $1.3 billion, 27.75, 0.69, and
0.53%, respectively.
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RISK FACTORS
GENERAL. Investors should note that the Securities were selected for
inclusion in the Trust portfolio prior to the Initial Date of Deposit. Since the
Sponsor may deposit additional Securities which were originally selected, the
Distributor may continue to sell Units even though the Securities would no
longer be chosen for deposit into the Trust if the selection process were to be
made again at a later time.
The Trust consists of those Securities listed under "Schedule of
Investments" as may continue to be held from time to time in the Trust and any
additional Securities acquired and held by the Trust pursuant to the provisions
of the Trust Agreement together with cash held in the Income and Capital
Accounts. Neither the Sponsor nor the Trustee shall be liable in any way for any
failure in any of the Securities. However, should any contract for the purchase
of any of the Securities initially deposited hereunder fail, the Sponsor will,
unless substantially all of the moneys held in the Trust to cover such purchase
are reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
Because certain of the Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that the 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 Securities from the Trust under certain limited
circumstances. Pursuant to the Trust Agreement and with limited exceptions, the
Trustee may sell any securities or other property acquired in exchange for
Securities such as those acquired in connection with a merger or other
transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by the Trust, they may be accepted for deposit
in the 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 Supervisor). See
"Trust Administration -- Portfolio Administration."
Unitholders will be unable to dispose of any of the Securities as such and
will not be able to vote the Securities. As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in the Trust and
will vote such stocks in accordance with the instructions of the Sponsor.
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general condition of
the common stock market may worsen, and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value, as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The Sponsor cannot predict the
direction or scope of any of these factors. Common stocks 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. Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital provided by debt securities. The issuance of
additional debt securities or preferred stock will create prior claims for
payment of principal, interest and dividends, which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus the value of the Securities in a portfolio may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the Initial Date of Deposit.
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Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trusts may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemption, and the value of
the Trust, will be adversely affected if trading markets for the Securities are
limited or absent.
Many of the Securities in the Trust are issued by micro or small cap
companies (I.E., those currently having a market capitalization generally of
less than $1.5 billion). Micro and small cap stocks have historically been more
volatile in price than larger capitalization stocks, such as those included in
the S&P 500 Index. This is because, among other things, smaller companies have a
lower degree of liquidity and tend to have a greater sensitivity to changing
economic conditions. These companies may have narrow product lines, markets or
financial resources, or may depend on a limited management group. The companies'
may have fewer shares outstanding, their securities may trade less frequently
and may have a smaller trading volume. As a result, it may be more difficult for
the Trust to buy and sell significant amounts of such Securities without an
unfavorable impact on prevailing market prices. In addition to exhibiting
greater volatility, smaller capitalization securities may, to some degree,
fluctuate independently of the stocks of larger capitalization companies. For
example, the stocks of smaller capitalization companies may decline in price as
the price of larger company stocks rise, or vice versa.
Some of the Securities in the Trust are issued by relatively new or
unseasoned companies which are in their early stages of development. Securities
of unseasoned companies present greater risks than securities of larger, more
established companies. The companies in which the Trust may invest may have
relatively small revenues, limited product lines, and may have a small share of
the market for their products or services. Small companies may lack depth of
management, they may be unable to internally generate funds necessary for growth
or potential development or to generate such funds through external financing on
favorable terms, or they may be developing or marketing new products or services
for which markets are not yet established and may never become established. Some
of the companies in which the Trust invests may be significantly dependent upon
key personnel to distribute, sell or produce their products. Due these and other
factors, small companies may suffer significant losses as well as realize
substantial growth, and investments in such companies tend to be volatile and
are therefore speculative.
An investment in the Trust should be made with an understanding of the
problems and risks inherent in the sports sector. These include the cyclicality
of revenues and earnings, changing consumer demands, regulatory restrictions and
litigation and extensive competition. In general, expenditures on sports
equipment, apparel, and events 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.
TAXATION
GENERAL. The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust. For purposes of the following discussion and opinion, it is assumed
that each Security is equity for federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
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<PAGE>
1. The Trust is not an association taxable as a corporation for Federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of the
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from each Trust asset when such income is considered to be received by
the Trust.
2. Each Unitholder will be considered to have received all of the dividends
paid on his pro rata portion of each Security when such dividends are considered
to be received by the Trust regardless of whether such dividends are used to pay
a portion of the deferred sales charge. Unitholders will be taxed in this manner
regardless of whether distributions from the Trust are actually received by the
Unitholder or are reinvested.
3. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, taxable exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unitholder (except to
the extent an In-Kind Distribution of stocks is received by such Unitholder as
described below). The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Security held by
the Trust (in proportion to the fair market values thereof on the valuation date
closest to the date the Unitholder purchases his Units) in order to determine
his tax basis for his pro rata portion of each Security held by the Trust.
Unitholders should consult their own tax advisers with regard to the calculation
of basis. For Federal income tax purposes, a Unitholder's pro rata portion of
dividends, as defined by Section 316 of the Code, paid by a corporation with
respect to a Security held by the Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits." A
Unitholder's pro rata portion of dividends paid on such Security which exceed
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.
4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers regarding
the recognition of gains and losses for federal income tax purposes.
DEFERRED SALES CHARGE. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Trust is deferred. It is possible that for Federal income tax
purposes, a portion of the deferred sales charge may be treated as interest
which would be deductible by a Unitholder subject to limitations on the
deduction of investment interest. In such case, the non-interest portion of the
deferred sales charge would be added to the Unitholder's tax basis in his or her
Units. The deferred sales charge could cause the Unitholder's Units to be
considered to be debt-financed under Section 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 Unitholder must take into account for
Federal income tax purposes is not reduced by amounts deducted to pay the
deferred sales charge. Unitholders should consult their own tax advisers as to
the income tax consequences of the deferred sales charge.
DIVIDENDS RECEIVED DEDUCTION. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed above, and are
11
<PAGE>
attributable to domestic corporations) in the same manner as if such corporation
directly owned the Securities paying such dividends (other than corporate
shareholders, such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax). However, a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility of dividends
for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Final regulations have
been issued which address special rules that must be considered in determining
whether the 46 day holding period requirement is met. Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with respect
to the limitations on and possible modifications to the dividends received
deduction.
LIMITATIONS ON DEDUCTIBILITY OF TRUST EXPENSES BY UNITHOLDERS. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income. Unitholders may be required to treat some or all of the expenses of the
Trust as miscellaneous itemized deductions subject to this limitation.
Unitholders should consult with their tax advisers regarding the deductibility
of Trust expenses.
RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY THE
TRUST OR DISPOSITION OF UNITS. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. 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 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 a Unitholder disposes of a Unit, he or she is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of the Trust
including his or her pro rata portion of all the Securities represented by the
Unit. The Taxpayer Relief Act of 1997 (the "1997 Tax Act") includes provisions
that
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treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as constructive
sales for purposes of recognition of gain (but not loss) and for purposes of
determining the holding period. Unitholders should consult their own tax
advisers with regard to any such constructive sales rules.
SPECIAL TAX CONSEQUENCES OF IN-KIND DISTRIBUTIONS UPON REDEMPTION OF UNITS
OR TERMINATION OF THE TRUST. As discussed in "Rights of Unitholders --
Redemption of Units" and "Trust Administration -- Amendment or Termination,"
under certain circumstances a Unitholder who owns Units worth at least $100,000
of the Trust may request an In-Kind Distribution upon the redemption of Units or
the termination of the Trust. The Unitholder requesting an In-Kind Distribution
will be liable for expenses related thereto (the "Distribution Expenses") and
the amount of such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unitholders -- Distributions of Income and
Capital." As previously discussed, prior to the redemption of Units or the
termination of the Trust, a Unitholder is considered as owning a pro rata
portion of each of the Trust's assets for Federal income tax purposes. The
receipt of an In-Kind Distribution upon the redemption of Units or the
termination of the Trust will result in a Unitholder receiving an undivided
interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind Distribution
with respect to each Security owned by the Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security held by the Trust, such Unitholder will generally
recognize gain or loss based upon the difference between the amount of cash
received by the Unitholder and his or her tax basis in such fractional share of
a Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unitholder with respect to
each Security owned by the Trust. Unitholders who request an In-Kind
Distribution are advised to consult their tax advisers in this regard.
COMPUTATION OF UNITHOLDER'S TAX BASIS. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder for his
Units. The cost of the Units is allocated among the Securities held in the Trust
in accordance with the proportion of the fair market values of such Securities
on the valuation date nearest the date the Units are purchased in order to
determine such Unitholder's tax basis for his pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a
Security held by the Trust will be reduced to the extent dividends paid with
respect to such Security are received by the Trust which are not taxable as
ordinary income as described above.
OTHER MATTERS. Each Unitholder will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trust (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
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non-resident alien individuals, foreign corporations or other non-United States
persons. Such persons should consult their tax advisers.
Unitholders will be notified annually of the amount of dividends includible
in the Unitholder's gross income and amounts of Trust expenses which may be
claimed as itemized deductions.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trust
for New York tax matters, under the existing income tax laws of the State of New
York, the Trust is not an association taxable as a corporation and the income of
the Trust will be treated as the income of the Unitholders thereof.
The foregoing discussion relates only to United States Unitholders ("U.S.
Unitholders") with regard to United States Federal income taxes; Unitholders may
be subject to foreign, state or local taxation in other jurisdictions. As used
herein, the term "U.S. Unitholder" means an owner of a Unit of the Trust that
(a) is (i) for United States Federal income tax purposes a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, or (iii) an estate or trust the income of which is subject
to United States federal income taxation regardless of its source or (b) does
not qualify as a U.S. Unitholder in paragraph (a) but whose income from a Unit
is effectively connected with such Unitholder's conduct of a United States trade
or business. The term also includes certain former citizens of the United States
whose income and gain on the Units will be taxable. Unitholders should consult
their tax advisers regarding potential foreign, state or local taxation with
respect to the Units.
TRUST OPERATING EXPENSES
COMPENSATION OF SPONSOR. With the exception of brokerage fees discussed
under "The Trust," bookkeeping and other administrative services provided to the
Trust, for which the Sponsor will be reimbursed in amounts as set forth under
"Summary of Essential Information" and supervisory fees as described below, the
Sponsor will not receive any fees in connection with its activities relating to
the Trust. The Distributor, an affiliate of the Sponsor, will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Securities as described under "Public
Offering -- Sponsor and Distributor Compensation."
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 the Trust. Such fee is based on the Number of
Units outstanding in the 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. With
respect to the fees payable to the Sponsor for providing bookkeeping and other
administrative services and supervisory services, such individual fees may
exceed the actual costs of providing such services for the Trust, but at no time
will the total amount received for such services rendered to all unit investment
trusts of which Delaware Capital Management, Inc. or its affiliates is the
Sponsor in any calendar year exceed the actual cost to the Sponsor and its
affiliates of supplying such services in such year.
TRUSTEE'S FEE. For its services the Trustee will receive the annual fee set
forth under "Summary of Essential Financial Information." The Trustee's fees are
payable in monthly installments on or before the fifteenth day of each month
from the Income Account to the extent funds are available and then from the
Capital Account. The Trustee benefits to the extent there are funds for future
distributions, payment of expenses and redemptions in the Capital and Income
Accounts since these Accounts are non-interest
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bearing and the amounts earned by the Trustee are retained by the Trustee. Part
of the Trustee's compensation for its services to the Trusts is expected to
result from the use of these funds. Such fees may be increased without approval
of the Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor or, if such category is no
longer published, in a comparable category. For a discussion of the services
rendered by the Trustee pursuant to its obligations under the Trust Agreement,
see "Rights of Unitholders -- Reports Provided" and "Trust Administration."
MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trust,
including the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and certificates), federal and state
registration fees, the initial fees and expenses of the Trustee, legal and
accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and charged off at the end of the initial
offering period which is currently expected to be approximately eight months
from the Initial Date of Deposit. The following additional charges are or may be
incurred by the Trust: (a) normal expenses (including the cost of mailing
reports to Unitholders) incurred in connection with the operation of the Trust,
(b) fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect the Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trust without gross negligence,
bad faith, reckless disregard of its duty or willful misconduct on its part and
(g) expenditures incurred in contacting Unitholders upon termination of the
Trust. The fees and expenses set forth herein are payable out of the Trust. When
such fees and expenses are paid by or owing to the Trustee, they are secured by
a lien on the Trust's portfolio. Since the Securities are all common stocks, and
the income stream produced by dividend payments is unpredictable, the Sponsor
cannot provide any assurance that dividends will be sufficient to meet any or
all expenses of the Trust. If the balances in the Income and Capital Accounts
are insufficient to provide for amounts payable by the Trust, the Trustee has
the power to sell Securities to pay such amounts. These sales may result in
capital gains or losses to Unitholders. See "Taxation."
PUBLIC OFFERING
GENERAL. Units are offered at the Public Offering Price which is based on
the aggregate underlying value of the Securities plus or minus cash, if any, in
the Capital and Income Accounts and includes an initial sales charge equal to
the difference between the maximum total sales charge (4.50% of the Public
Offering Price) and the maximum deferred sales charge ($0.250 per Unit).
Unitholders will also be assessed a deferred sales charge of $0.083 per Unit,
payable on the first day of each month, over the period commencing February,
1999 through April, 1999 (the "Deferred Period"), The monthly amount of the
deferred sales charge will accrue on a daily basis from the 1st day of the month
preceding a deferred sales charge payment date. The deferred sales charge as a
percentage of the Public Offering Price of the Units will fluctuate with changes
in the Public Offering Price per Unit. Unitholders will be assessed that portion
of the deferred sales charge accrued from the time they became Unitholders of
record. Units purchased subsequent to the initial deferred sales charge accrual
will be subject to the initial sales charge and that portion of the deferred
sales charge payments not yet collected or accrued. This deferred sales charge
will be paid from funds in the Capital Account, if sufficient, or from the
periodic sale of Securities. The total maximum sales charge assessed to
Unitholders on a per Unit basis will be 4.5% of the Public Offering Price
(4.545% of the aggregate value of the Securities). Such underlying value shall
include the proportionate share of any undistributed cash held in the Capital
and Income Accounts. For secondary market sales after the completion of the
Deferred Period, the Public Offering Price is also based on the aggregate
underlying value of the Securities, plus or minus cash, if any, in the Capital
and Income Accounts, plus a one-time initial sales charge of 4.5% of the Public
Offering Price (equivalent
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to 4.712% of the net amount invested) divided by the number of outstanding Units
of the Trust. The initial sales charge applicable to quantity purchases is
reduced on a graduated basis to any person acquiring $100,000 worth of Units as
follows (except for sales made pursuant to a "wrap fee account" or similar
arrangements as set forth below):
AGGREGATE DOLLAR VALUE DOLLAR AMOUNT OF SALES CHARGE
OF UNITS PURCHASED REDUCTION PER UNIT*
---------------------- -----------------------------
$100,000 -- $249,999 ......... $ .10
$250,000 or More ............. $ .20
* The reduction will be the lesser of the amount shown or the initial sales
charge.
The sales charge reduction will primarily be the responsibility of the
selling broker, dealer or agent. Registered representatives of selling brokers,
dealers, or agents may purchase Units of the Trust without an initial sales
charge in the initial offering period. Unitholders of prior series of the Trust
may invest proceeds they received from income or capital distributions into
Units of the Trust subject only to the maximum deferred sales charge, deferred
as set forth above. Employees, officers and directors (including their immediate
family members, defined as spouses, children, grandchildren, parents,
grandparents, mothers-in-law, fathers-in-law, sons-in-law and daughters-in-law,
and trustees, custodians or fiduciaries for the benefit of such persons) of the
Sponsor and its subsidiaries, related companies to the Sponsor, and a registered
representative purchasing for such representative's personal account may
purchase Units of the Trust without an initial sales charge in the initial
offering period.
Investors who purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" charge is imposed may
purchase Units in the initial offering period at the Public Offering Price less
the concession the Distributor typically would allow such broker/dealer. See
"Public Offering -- Unit Distribution."
OFFERING PRICE. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in accordance
with fluctuations in the prices of the underlying Securities.
As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge (4.50% of the
Public Offering Price) and the maximum deferred sales charge ($0.250 per Unit)
and dividing the sum so obtained by the number of Units outstanding. Such
underlying value shall include the proportionate share of any cash held in the
Income and Capital Accounts. Such price determination as of 12:00 p.m. Eastern
Time on the business day before the Initial Date of Deposit was made on the
basis of an evaluation of the Securities prepared by the Evaluator. Thereafter,
the Evaluator on each business day will appraise or cause to be appraised the
value of the underlying Securities as of the Evaluation Time on days the New
York Stock Exchange is open and will adjust the Public Offering Price of the
Units commensurate with such valuation. Such Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each such day.
Orders received by the Trustee or Sponsor for purchases, sales or redemptions
after that time, or on a day which is not a business day for the Trust, will be
held until the next determination of price. Unitholders will also be assessed a
deferred sales charge of $0.083 per Unit on each of the remaining deferred sales
charge payment dates as set forth in "Public Offering -- General." For secondary
market sales after the completion of the Deferred Period, the Public Offering
Price is also based on the aggregate underlying value of the Securities, plus or
minus cash, if any, in the Capital and Income Accounts, 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 the Trust.
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The value of the Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if the
Securities are listed on a national securities exchange or The Nasdaq Stock
Market, this evaluation is generally based on the closing sale prices on that
exchange or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange or system, at the closing ask prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current ask price on
the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are unavailable,
the evaluation is generally determined (a) on the basis of current ask prices
for comparable securities, (b) by appraising the value of the Securities on the
ask side of the market or (c) by any combination of the above. The aggregate
underlying value of the 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.
In offering the Units to the public, neither the Sponsor, the Distributor
nor any broker-dealers are recommending any of the individual Securities in the
Trust but rather the entire pool of Securities, taken as a whole, which are
represented by the Units, subject always to the disclaimer that there is no
guarantee that the Trust will meet its investment objective.
UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by an affiliate of the Sponsor, Delaware Distributors,
L.P. (the "Distributor"), broker-dealers and others at the Public Offering
Price. Upon the completion of the initial offering period (which is expected to
be approximately eight months from the Initial Date of Deposit), Units
repurchased in the secondary market, if any, may be offered by this Prospectus
at the secondary market Public Offering Price in the manner described above.
The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or other selling agents will be allowed a concession or agency
commission in connection with the distribution of Units during the initial
offering period equal to $.325 per Unit. Volume concessions or agency
commissions of an additional $.025 per Unit or $.050 per Unit will be given to
any broker/dealer or selling agent who purchased from the Distributor at least
$500,000 or $1,000,000, respectively, of the Trust on the Initial Date of
Deposit. Certain commercial banks are making Units available to their customers
on an agency basis. A portion of the sales charge (equal to the agency
commission referred to above) is retained by or remitted to the banks. Under the
Glass-Steagall Act, banks are prohibited from underwriting Trust Units; however,
the Glass-Steagall Act does permit certain agency transactions and the banking
regulators have not indicated that these particular agency transactions are not
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law. Notwithstanding the concession referred to above, in connection with any
quantity purchases, a broker/dealer or bank will receive the following
concession for purchases made from the Distributor, pursuant to the sales charge
reduction schedule for quantity purchases set forth above, resulting in total
concession as contained in the following table:
TOTAL CONCESSION PER UNIT
---------------------------------------
AGGREGATE DOLLAR VALUE LESS THAN $500,000 - $1,000,000
OF UNITS PURCHASED $500,000 $999,999 OR MORE
---------------------- --------- ---------- ----------
$100,000 - $249,999........... $ .250 $ .275 $ .300
$250,000 or more.............. $ .175 $ .200 $ .210
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SPONSOR AND DISTRIBUTOR COMPENSATION. The Distributor will receive the
gross sales commission equal to 4.50% of the Public Offering Price of the Units,
less any reduced sales charge as described under "General" above.
In addition, the Sponsor will realize a profit or will sustain a loss, as
the case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Schedule of
Investments." Neither the Sponsor, the Distributor nor their affiliates have
participated as sole underwriter or as manager or as a member of the
underwriting syndicates or as an agent in a private placement for any of the
Securities. The Distributor may further realize additional profit or loss during
the initial offering period as a result of the possible fluctuations in the
market value of the Securities after a date of deposit, since all proceeds
received from purchasers of Units (excluding dealer concessions and agency
commissions allowed, if any) will be retained by the Distributor. Certain
broker-dealers acquired or will acquire the Securities for the Sponsor and
thereby benefit from transaction fees. Such broker dealers in their general
securities business act as agent or principal in connection with the purchase
and sale of equity securities, including the Securities, and may act as a market
maker in certain of the securities. Such broker dealers also from time to time
may issue reports on and make recommendations relating to equity securities,
which may include the Securities.
Units may also be sold to broker-dealers and others at prices representing
the per Unit concession or agency commission stated under "Public Offering --
Unit Distribution." However, resales of Units by such broker-dealers and others
to the public will be made at the Public Offering Price described in the
Prospectus. The Distributor reserves the right to reject, in whole or in part,
any order for the purchase of Units and the right to change the amount of the
concession or agency commission from time to time.
At various times the Distributor may implement programs under which the
sales forces of brokers, dealers, banks and/or others may be eligible to win
nominal awards for certain sales efforts, or under which the Distributor will
reallow to any such brokers, dealers, banks and/or others that sponsor sales
contests or recognition programs conforming to criteria established by the
Distributor, or participate in sales programs sponsored by the Distributor, an
amount not exceeding the total applicable sales charges on the sales generated
by such person at the public offering price during such programs. Also, the
Distributor in its discretion may from time to time pursuant to objective
criteria established by the Sponsor pay fees to qualifying brokers, dealers,
banks or others for certain services or activities which are primarily intended
to result in sales of Units of the Trust. Such payments are made by the
Distributor out of its own assets, and not out of the assets of the Trust. These
programs will not change the price Unitholders pay for their Units or the amount
that the Trust will receive from the Units sold.
A person will become the owner of the Units on the date of settlement
provided payment has been received. Cash, if any, made available to the
Distributor prior to the date of settlement for the purchase of Units may be
used in the Distributor's business and may be deemed to be a benefit to the
Distributor, subject to the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Distributor currently intends to
maintain a secondary market for Units. In so maintaining a market, the
Distributor will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and the price at which
Units are resold (which price includes the applicable sales charge). In
addition, the Distributor will also realize profits or sustain losses resulting
from a redemption of such repurchased Units at a price above or below the
purchase price for such Units, respectively.
PUBLIC MARKET. Although it is not obligated to do so, the Distributor
currently intends to maintain a market for the Units offered hereby and offer
continuously to purchase Units at prices, subject to
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change at any time, based upon the aggregate underlying value of the Securities
(computed as indicated under "Offering Price" above and "Rights of Unitholders
- -- Redemption of Units"). If the supply of Units exceeds demand or if some other
business reason warrants it, the Distributor may either discontinue all
purchases of Units or discontinue purchases of Units at such prices. In the
event that a market is not maintained for the Units and the Unitholder cannot
find another purchaser, a Unitholder desiring to dispose of his Units will be
able to dispose of such Units by tendering them to the Trustee for redemption at
the Redemption Price. See "Rights of Unitholders -- Redemption of Units." A
Unitholder who wishes to dispose of his Units should inquire of his broker as to
current market prices in order to determine whether there is in existence any
price in excess of the Redemption Price and, if so, the amount thereof. Units
sold 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 such
remaining deferred sales charge at the time of sale or redemption.
TAX-SHELTERED RETIREMENT PLANS. Units are available for purchase in
connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The purchase
of Units of the Trust may be limited by the plans' provisions and does not
itself establish such plans. The minimum purchase in connection with a
tax-sheltered retirement plan is $250.
RIGHTS OF UNITHOLDERS
CERTIFICATES. The Trustee is authorized to treat as the record owner of
Units that person who is registered as such owner on the books of the Trustee.
Ownership of Units will be evidenced by book entry unless a Unitholder or the
Unitholder's registered broker-dealer makes a written request to the Trustee
that ownership be in certificate form. Units are transferable by making a
written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred with
the signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guarantee program in
addition to, or in substitution for, STAMP as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or lost
certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.
DISTRIBUTIONS OF INCOME AND CAPITAL. Any dividends received by the Trust
with respect to the Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account.
The Trustee will distribute any net income received with respect to any of
the Securities in the Trust on or about the Income Distribution Date to
Unitholders of record on the preceding Income Record Date. See "Summary of
Essential Financial Information." Proceeds received on the sale of any
Securities
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in the Trust, to the extent not used to meet redemptions of Units, pay the
deferred sales charge or pay expenses, will be distributed on the last day of
each month to Unitholders of record on the fifteenth day of each month if the
amount available for distribution equals at least $1.00 per 100 Units. The
Trustee is not required to pay interest on funds held in the Capital or Income
Accounts (but may itself earn interest thereon and therefore benefits from the
use of such funds). When directed by the Sponsor, the Trustee will reinvest any
funds held in the Capital or Income Accounts, pending distribution, in money
market funds or U.S. Treasury obligations which mature on or before the next
applicable distribution date. Any obligations so acquired must be held until
they mature and proceeds therefrom may not be reinvested. Distributions of
income and/or capital will be reinvested as described under "Reinvestment
Option" below unless a Unitholder specifically requests that such distributions
be made in cash.
The distribution to Unitholders as of the record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. Notification to the
Trustee of the transfer of Units is the responsibility of the purchaser, but in
the normal course of business such notice is provided by the selling
broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account amounts necessary to pay the expenses of the Trust (as determined on the
basis set forth under "Trust Operating Expenses"). The Trustee also may withdraw
from said accounts such amounts, if any, as it deems necessary to establish a
reserve for any governmental charges payable out of the Trust. Amounts so
withdrawn shall not be considered a part of the Trust's assets available for
distribution to Unitholders until such time as the Trustee shall return all or
any part of such amounts to the appropriate accounts. In addition, the Trustee
may withdraw from the Income and Capital Accounts such amounts as may be
necessary to cover redemptions of Units.
It is anticipated that the deferred sales charge will be collected from the
Capital Account and that amounts in the Capital Account will be sufficient to
cover the cost of the deferred sales charge. To the extent that amounts in the
Capital Account are insufficient to satisfy the then current deferred sales
charge obligation, Securities may be sold to meet such shortfall. Distributions
of amounts necessary to pay the deferred portion of the sales charge will be
made to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.
REINVESTMENT OPTION. Distributions of income and/or capital will
automatically be reinvested in additional Units of the Trust subject only to
remaining deferred sales charge payments, unless a Unitholder elects to receive
such distributions in cash or elects to reinvest such distributions in shares in
one of the Delaware Investments Family of Mutual Funds. Unitholders of the Trust
may elect to have distributions of income, and/or capital on their Units
automatically reinvested in shares of any mutual fund in the Delaware
Investments Family of Mutual Funds which are registered in the Unitholder's
state of residence. Such mutual funds are hereinafter collectively referred to
as the "Reinvestment Funds."
Each Reinvestment Fund has investment objectives which differ from that of
the Trust. The prospectus relating to each Reinvestment Fund describes the
investment policies of such fund and sets forth the procedures to follow to
commence reinvestment. A Unitholder should obtain a prospectus for the
respective Reinvestment Fund by writing to Delaware Distributors, L.P. at 1818
Market Street, Philadelphia, Pennsylvania, 19103, or by phone at 800-362-7500.
After becoming a participant in a reinvestment plan, each distribution of
income and/or capital on the participant's Units will, on the applicable
distribution date, automatically be applied, as directed by such person, as of
such distribution date by the Trustee to purchase shares (or fractions thereof)
of the
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<PAGE>
applicable Reinvestment Fund at a net asset value as computed as of the closing
of trading on the New York Stock Exchange on such date.
Confirmations of all reinvestments by a Unitholder into a Reinvestment Fund
will be mailed to the Unitholder by such Reinvestment Fund.
A participant may at any time prior to five days preceding the next
succeeding distribution date, by so notifying the Trustee in writing, elect to
terminate his or her reinvestment plan and receive future distributions on his
or her Units in cash. There will be no charge or other penalty for such
termination. Each Reinvestment Fund, its principal underwriter and its
investment adviser shall have the right to terminate at any time the
reinvestment plan relating to such fund.
REPORTS PROVIDED. The Trustee shall furnish Unitholders of the Trust in
connection with each distribution, a statement of the amount of income and the
amount of other receipts (received since the preceding distribution), if any,
being distributed, expressed in each case as a dollar amount representing the
pro rata share of each Unit of the Trust outstanding. Within a reasonable period
of time after the end of each calendar year, the Trustee shall furnish to each
person who at any time during the calendar year was a registered Unitholder of
the Trust a statement (i) as to the Income Account: income received, deductions
for applicable taxes and for fees and expenses of the Trust, for redemptions of
Units, if any, and the balance remaining after such distributions and
deductions, expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; (ii) as to the Capital Account: the dates of
disposition of any Securities and the net proceeds received therefrom,
deductions for payment of applicable taxes, fees and expenses of the Trust held
for distribution to Unitholders of record as of a date prior to the
determination and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; (iii) a list of the Securities held by the Trust and the number
of Units of that Trust outstanding on the last business day of such calendar
year; (iv) the Redemption Price per Unit of the Trust based upon the last
computation thereof made during such calendar year; and (v) amounts actually
distributed during such calendar year from the Income and Capital Accounts of
that Trust, separately stated, expressed as total dollar amounts.
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in each Trust furnished to it by the Evaluator.
REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his Units
by tender to the Trustee, The Chase Manhattan Bank, Bowling Green Station, P.O.
Box 5185, New York, New York 10274-5185, and in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed as
described above (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged (however, any
remaining deferred sales charge will be assessed as described below). On the
third business day following such tender, the Unitholder will be entitled to
receive in cash an amount for each Unit equal to the Redemption Price per Unit
next computed after receipt by the Trustee of such tender of Units as of the
Evaluation Time set forth under "Summary of Essential Financial Information."
The "date of tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the applicable
Evaluation Time the date of tender is the next business day, as defined under
"Public Offering-Offering Price" and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the redemption price
computed on that day.
Any Unitholder who tenders Units worth $100,000 or more of the Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee, in lieu of a cash redemption, a
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distributions of shares of Securities in an amount and value of Securities per
Unit equal to the Redemption Price per Unit, as determined as of the evaluation
next following tender. To the extent possible, In-Kind Distributions shall be
made by the Trust through the distributions of each of the Securities in
book-entry form to the account of the Unitholder's bank or broker/dealer at the
Depository Trust Company. An In-Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unitholder will receive his or
her pro rata number of whole shares of each of the Securities comprising a
portfolio and cash from the Capital Account equal to the fractional shares to
which the tendering Unitholder is entitled. The Trustee may adjust the number of
shares of any issue of Securities included in a Unitholder's In-Kind
Distribution to facilitate the distribution of whole shares, such adjustment to
be made on the basis of the value of the Securities on the date of tender. If
funds in the Capital Account are insufficient to cover the required cash
distribution to the tendering Unitholder, the Trustee may sell Securities in the
manner described below.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distributions made by the
Trust if the Trustee has not been furnished the Unitholder's tax identification
number in the manner required by such regulations. Any amount so withheld is
transmitted to the Internal Revenue Service and may be recovered by the
Unitholder under certain circumstances by contacting the Trustee, otherwise the
amount may be recoverable only when filing a tax return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, a Unitholder should examine his or her
statements from the Trustee to make sure that the Trustee has been provided a
certified tax identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided such
number, one should be provided as soon as possible.
The Trustee is empowered to sell Securities of the Trust in order to make
funds available for redemption if funds are not otherwise available in the
Capital and Income Accounts of the Trust to meet redemptions. The Securities to
be sold will be selected by the Trustee from those designated on a current list
provided by the Sponsor for this purpose. Units so redeemed shall be canceled.
Units sold or tendered for redemption prior to such time as the entire deferred
sales charge assessed during the Deferred Period on such Units has been
collected will be assessed the amount of such remaining deferred sales charge at
the time of sale or redemption.
To the extent that Securities are sold, the size of the Trust will be, and
the diversity of the Trust may be, reduced. Sales may be required at a time when
Securities would not otherwise be sold and may result in lower prices than might
otherwise be realized. The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Securities
in the portfolio at the time of redemption.
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the aggregate underlying
value of the Securities in the Trust, plus or minus cash, if any, in the Income
and Capital Accounts of the Trust. On the Initial Date of Deposit, the Public
Offering Price per Unit (which includes the sales charge) exceeded the value at
which Units could have been redeemed by the amount shown under "Summary of
Essential Financial Information." The Redemption Price per Unit is the pro rata
share of each Unit determined on the basis of (i) the cash on hand in the Trust,
(ii) the value of the Securities in the Trust and (iii) dividends receivable on
the Securities of the Trust trading ex-dividend as of the date of computation,
less amounts representing taxes or other governmental charges payable out of the
Trust and the accrued expenses of the Trust. The Evaluator may determine the
value of the Securities in the Trust in the following manner: if the Securities
are listed on a national securities exchange or The Nasdaq Stock Market, this
evaluation is generally based on the closing sale prices on that exchange or
that system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that
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exchange or system, at the closing bid prices. If the Securities in the Trust
are not so listed or, if so listed and the principal market therefore is other
than on the exchange, the evaluation shall generally be based on the current bid
price on the over-the-counter market (unless these prices are inappropriate as a
basis for evaluation). If current bid prices are unavailable, the evaluation is
generally determined (i) on the basis of current bid prices for comparable
securities, (ii) by appraising the value of the Securities of the Trust on the
bid side of the market or (iii) 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 any period during which the
Securities and Exchange Commission determines that trading on that Exchange is
restricted or an emergency exists, as a result of which disposal or evaluation
of the Securities in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.
TRUST ADMINISTRATION
DISTRIBUTOR PURCHASES OF UNITS. The Trustee shall notify the Distributor of
any Units tendered for redemption. If the Distributor's bid in the secondary
market at that time equals or exceeds the Redemption Price per Unit, it may
purchase such Units by notifying the Trustee before the close of business on the
next succeeding business day and by making payment therefor to the Unitholder
not later than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Distributor may be tendered to the Trustee for
redemption as any other Units.
The offering price of any Units acquired by the Distributor will be in
accord with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Distributor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.
PORTFOLIO ADMINISTRATION. The portfolio of the Trust is not "managed" by
the Sponsor or the Trustee; their activities described herein are governed
solely by the provisions of the Trust Agreement. Traditional methods of
investment management for a managed fund typically involve frequent changes in a
portfolio of securities on the basis of economic, financial and market analyses.
While the Trust will not be managed, the Trust Agreement provides that the
Sponsor may (but need not) direct the Trustee to dispose of a Security in
certain events such as the price of a Security having declined to such an extent
as a result of serious adverse credit factors affecting the issuer of the
Security such that in the opinion of the Sponsor the retention of such Security
would be detrimental to the Trust. Pursuant to the Trust Agreement and with
limited exceptions, the Trustee may sell any securities or other properties
acquired in exchange for Securities such as those acquired in connection with a
merger or other transaction. The proceeds from such sales, if any, will be
deposited in the Capital Account of the Trust. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However, in the
event such securities or property are nonetheless acquired by the Trust, they
may be accepted for deposit in the Trust and either sold by the Trustee or held
in the Trust pursuant to the direction of the Sponsor. Proceeds from the sale of
Securities (or any securities or other property received by the Trust in
exchange for Securities) are credited to the Capital Account for distribution to
Unitholders, to pay any accrued deferred sales charge or to meet redemptions.
Except as stated under "Trust Portfolio" for failed securities and as provided
in this paragraph, the acquisition by the Trust of any securities other than the
Securities is prohibited.
As indicated under "Rights of Unitholders -- Redemption of Units" above,
the Trustee may also sell Securities designated by the Sponsor, or if no such
designation has been made, in its own discretion, for the purpose of redeeming
Units of the Trust tendered for redemption and the payment of expenses.
23
<PAGE>
The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities in the Trust. To the extent this is not practicable, the composition
and diversity of the Securities in the Trust may be altered. In order to obtain
the best price for the Trust, it may be necessary for the Sponsor to specify
minimum amounts (generally 100 shares) in which blocks of Securities are to be
sold.
AMENDMENT OR TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor and
the Trustee), provided, however, that the Trust Agreement may not be amended to
increase the number of Units (except as provided in the Trust Agreement). The
Trust Agreement may also be amended in any respect by the Trustee and Sponsor,
or any of the provisions thereof may be waived, with the consent of the holders
representing 51% of the Units of the Trust then outstanding, provided that no
such amendment or waiver will reduce the interest in the Trust of any Unitholder
without the consent of such Unitholder or reduce the percentage of Units
required to consent to any such amendment or waiver without the consent of all
Unitholders. The Trustee shall advise the Unitholders of any amendment requiring
the consent of the Unitholders or of any other amendment if directed by the
Sponsor promptly after execution thereof.
The Trust may be liquidated at any time by consent of Unitholders
representing 66-2/3% of the Units of the Trust then outstanding or by the
Trustee when the value of the Securities owned by the Trust, as shown by any
evaluation, is less than that amount set forth under Minimum Termination Value
in the "Summary of Essential Financial Information." The Trust will be
liquidated by the Trustee in the event that a sufficient number of Units of the
Trust not yet sold are tendered for redemption by the Distributor, such that the
net worth of the Trust would be reduced to less than 40% of the value of the
Securities at the time they were deposited in the Trust. If the Trust is
liquidated because of the redemption of unsold Units by the Distributor, the
Distributor will refund to each purchaser of Units the entire sales charge paid
by such purchaser. The Trust Agreement will terminate upon the sale or other
disposition of the last Security held thereunder, but in no event will it
continue beyond the Mandatory Termination Date stated under "Summary of
Essential Financial Information."
Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Fund. The Sponsor will determine
the manner, timing and execution of the sales of the Securities. At least 30
days before the Mandatory Termination Date the Trustee will provide written
notice of any termination to all Unitholders and will include with such notice a
form to enable Unitholders to elect an In-Kind Distribution of shares of
Securities (reduced by customary transfer and registration charges), if such
Unitholder owns at least $100,000 worth of Units of the Trust, rather than to
receive payment in cash for such Unitholder's pro rata share of the amounts
realized upon the disposition by the Trustee of the Securities. To be effective,
the election form, together with surrendered certificates and other
documentation required by the Trustee, must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. A Unitholder may, of
course, at any time after the Securities are distributed, sell all or a portion
of the shares. Unitholders not electing a distribution of shares of Securities
will receive a cash distribution from the sale of the remaining Securities
within a reasonable time following the Mandatory Termination Date. Regardless of
the distribution involved, the Trustee will deduct from the funds of the Trust
any accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Securities in the Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time.
24
<PAGE>
The Trustee will then distribute to each Unitholder his pro rata share of the
balance of the Income and Capital Accounts of the Trust. Unitholders of the
Trust may be able to utilize their termination proceeds to acquire units of a
subsequently issued trust sponsored by the Sponsor, if available, at a reduced
sales charge.
The Sponsor will attempt to sell any remaining Securities as quickly as
possible commencing on the Mandatory Termination Date without, in the judgment
of the Sponsor, materially adversely affecting the market price of the
Securities. The Sponsor does not anticipate that the period will be longer than
10 business days, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends on
the daily trading volume of the Security and the amount that the Sponsor has
available on any particular day. See "Risk Factors."
Within a reasonable period after the final distribution, Unitholders will
be furnished a final distribution statement of the amount distributable. At such
time as the Trustee in its sole discretion will determine that any amounts held
in reserve are no longer necessary, it will make distribution thereof to
Unitholders in the same manner.
LIMITATIONS ON LIABILITIES. The Sponsor, the Evaluator and the Trustee
shall be under no liability to Unitholders for taking any action or for
refraining from taking any action in good faith pursuant to the Trust Agreement,
or for errors in judgment, but shall be liable only for their own willful
misfeasance, bad faith or gross negligence in the performance of their duties or
by reason of their reckless disregard of their obligations and duties hereunder.
The Trustee shall not be liable for depreciation or loss incurred by reason
of the sale by the Trustee of any of the Securities. In the event of the failure
of the Sponsor to act under the Trust Agreement, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under the Trust
Agreement. The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee under the Trust Agreement or upon or in respect of
the 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 Trust Agreement contains other customary
provisions limiting the liability of the Trustee.
The Trustee, Sponsor and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it, provided, however,
that the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
SPONSOR. Delaware Capital Management, Inc. is the Sponsor of the Fund and
Delaware Distributors, L.P. is the primary Distributor of Fund Units. Both the
Sponsor and Distributor are indirect, wholly owned subsidiaries of Lincoln
National Corporation ("LNC"). LNC, headquartered in Fort Wayne, Indiana, owns
and operates insurance and investment management businesses, including Delaware
Management Holdings, Inc. ("DMH"), the indirect parent of the Sponsor and
Distributor. Affiliates of DMH serve as adviser, distributor and transfer agent
for the Delaware Investments Family of Mutual Funds.
As of April 30, 1998, affiliates of DMH, including the Sponsor, had assets
under management of over $45 billion in mutual fund and institutional accounts,
and served as investment adviser to over 100 mutual fund portfolios. The
principal business address for the Sponsor is One Commerce Square, Philadelphia,
Pennsylvania 19103; the principal business address for the Distributor is 1818
Market
25
<PAGE>
Street, Philadelphia, Pennsylvania 19103. (This paragraph relates only to the
Sponsor and not to the Fund or to any Series thereof. The information is
included herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations. More detailed information will be made available by the Sponsor
upon request.)
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and not
exceeding amounts prescribed by the Securities and Exchange Commission, (ii)
terminate the Trust Agreement and liquidate the Fund as provided therein or
(iii) continue to act as Trustee without terminating the Trust Agreement.
EVALUATOR. The Trustee serves as Evaluator. The Evaluator may resign or be
removed by the Trustee (or by the Sponsor if the Trustee is the Evaluator) in
which event the Sponsor and/or the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon acceptance of appointment by the successor evaluator. If upon
resignation of the Evaluator no successor has accepted appointment within 30
days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor. Notice of such
resignation or removal and appointment shall be mailed by the Trustee to each
Unitholder.
TRUSTEE. The Trustee is The Chase Manhattan Bank, with its principal
executive office located at 270 Park Avenue, New York, New York 10017 and its
unit investment trust office at 4 New York Plaza, 6th floor, New York, New York
10004-2413. The Trustee is subject to supervision by the Superintendent of Banks
of the State of New York, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System.
The duties of the Trustee are primarily ministerial in nature. The Trustee
did not participate in the selection of Securities for the Trust portfolio.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Trusts. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Trust. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation (see "Rights of Unitholders -- Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Securities held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Unitholder by the Sponsor. Upon execution of a written acceptance
of such appointment by such successor trustee, all the rights, powers, duties
and obligations of the original trustee shall vest in the successor. The
resignation or removal of the Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.
26
<PAGE>
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby has been passed
upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Carter, Ledyard & Milburn, will act as counsel for the
Trustee and as special New York tax counsel for the Trust.
INDEPENDENT AUDITORS. The statement of net assets, including the schedule
of investments, as of 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 are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
27
<PAGE>
REPORT OF INDEPENDENT AUDITORS
TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF DELAWARE INVESTMENTS UNIT
INVESTMENT TRUST, SERIES 19:
We have audited the accompanying statement of net assets, including the
schedule of investments, of Delaware Investments Unit Investment Trust, Series
19 (comprised of The American Sports Equity Trust, Series 1) as of the opening
of business on May 5, 1998. The statement of net assets is the responsibility of
the Trust's Sponsor. Our responsibility is to express an opinion on this
statement 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 statement of net assets is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of net assets. Our
procedures included confirmation of the irrevocable letter of credit held by the
Trustee and deposited in the Trust on May 5, 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 statement of net
assets. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of the respective
series constituting the Delaware Investments Unit Investment Trust, Series 19 at
the opening of business on May 5, 1998, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
May 5, 1998
28
<PAGE>
THE AMERICAN SPORTS EQUITY TRUST, SERIES 1
STATEMENT OF NET ASSETS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 5, 1998
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1) .................. $494,213
Organizational and Offering Costs(2) ................. 45,276
--------
Total .............................................. $539,489
========
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities--
Accrued Organizational and Offering Costs(2) ......... $ 45,276
Deferred Portion of Sales Charge(3) .................. 12,608
--------
Total Liabilities .................................. $ 57,884
--------
Interest of Unitholders -- 50,430 Units of fractional
undivided interest outstanding:
Cost to Investors(4) ................................. $504,300
Underwriting Commission(4,5) ......................... (22,695)
--------
Net Amount Applicable to Unitholders ................. $481,605
--------
Total .............................................. $539,489
========
- ------------------
(1) The aggregate value of the Securities listed under "Schedule of
Investments" herein and their cost to the Trust are the same. The
Securities are valued at the last trade before 12:00 p.m. Eastern Time on
the Business Day before the Initial Date of Deposit. The contracts to
purchase Securities are collateralized by an irrevocable letter of credit
of $500,000 which has been deposited with the Trustee.
(2) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs, which will be deferred and charged off
over the initial offering period. Organizational and offering costs have
been estimated based on a projected Trust size of $20,000,000. To the
extent the Trust is larger or smaller, the estimate will vary.
(3) Represents the aggregate amount of mandatory distributions of $25.00 per
100 Units payable to the Sponsor in monthly installments on the 1st day of
each month from February, 1999 through April, 1999 (the "Deferred Period").
If Units are redeemed prior to April 1, 1999, the remaining amount of
deferred sales charge applicable to such Units for the Deferred Period will
be payable at the time of redemption. See "Rights of Unitholders --
Redemption of Units."
(4) The aggregate public offering price and the aggregate initial sales charge
are computed on the bases set forth under "Public Offering -- Offering
Price" and "Public Offering -- Sponsor and Underwriter Compensation" and
assume all single transactions involve less than $100,000. For single
transactions in excess of this amount, the sales charge is reduced (see
"Public Offering -- General") resulting in an equal reduction in both the
Cost to investors and the Gross underwriting commission while the Net
amount applicable to Unitholders remains unchanged.
(5) Underwriting commission includes the 2% initial sales charge and a deferred
sales charge of $.250 per Unit for the Deferred Period.
29
<PAGE>
THE AMERICAN SPORTS EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 5, 1998
<TABLE>
<CAPTION>
NUMBER CURRENT MARKET PRICE PER COST OF
OF % OF ANNUAL DIVIDEND CAPITALIZATION SHARE TO SECURITIES
ISSUER(1) SHARES TRUST(3) DIVIDEND(4) YIELD(4) (IN MILLIONS)(5) TRUST(2) TO TRUST(2)
- --------- -------- ---------- ------------- ---------- ------------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ackerley Group, Inc. 786 3.30% $ 0.02 0.10% $ 404 $ 20.7500 $ 16,310
Action Performance
Companies, Inc. 478 3.34 -- 0.00 541 34.5625 16,521
Aldila, Inc. 2,380 3.37 -- 0.00 111 7.0000 16,660
AMF Bowling, Inc. 574 3.34 -- 0.00 1,813 28.7500 16,503
Ascent Entertainment
Group, Inc. 1,311 3.28 -- 0.00 342 12.3750 16,224
Ashworth, Inc. 980 3.37 -- 0.00 213 17.0000 16,660
Authentic Fitness Corp. 925 3.36 0.05 0.28 393 17.9375 16,592
Boston Celtics Limited
Partnership 823 3.34 1.00 4.98 106 20.0625 16,511
Brunswick Corp. 513 3.35 0.50 1.55 3,096 32.3125 16,576
Callaway Golf Company 612 3.36 0.28 1.03 1,998 27.1250 16,601
Cannondale Corp. 1,040 3.37 -- 0.00 134 16.0000 16,640
Championship Auto Racing
Teams, Inc. 812 3.35 -- 0.00 287 20.3750 16,545
Churchill Downs, Inc. 584 3.37 0.25 0.88 193 28.5000 16,644
Coastcast Corp. 731 3.35 -- 0.00 189 22.6250 16,539
Converse, Inc. 2,775 3.26 -- 0.00 104 5.8125 16,130
Dover Downs Entertainment,
Inc. 500 3.36 0.32 0.96 393 33.1875 16,594
Family Golf Centers, Inc. 382 3.35 -- 0.00 548 43.3125 16,545
Florida Panthers Holdings, Inc. 765 3.35 -- 0.00 760 21.6250 16,543
Fortune Brands, Inc. 436 3.35 0.84 2.21 6,542 38.0000 16,568
International Speedway
Corp.--Class A 460 3.37 0.06 0.17 201 36.2500 16,675
K2, Inc. 708 3.38 0.44 1.87 366 23.5625 16,682
LESCO, Inc. 724 3.26 0.12 0.54 187 22.2500 16,109
NIKE, Inc.--Class B 342 3.36 0.48 0.99 8,812 48.6250 16,630
Penn National Gaming, Inc. 1,388 3.23 -- 0.00 162 11.5000 15,962
Penske Motorsports, Inc. 504 3.37 -- 0.00 481 33.0000 16,632
Rawlings Sporting Goods
Company, Inc. 1,130 3.32 -- 0.00 107 14.5000 16,385
Reebok International Limited 558 3.34 -- 0.00 1,652 29.6250 16,531
Speedway Motorsports, Inc. 596 3.37 -- 0.00 1,082 27.9375 16,651
Ticketmaster Group, Inc. 581 3.33 -- 0.00 717 28.3125 16,450
Topps Company, Inc. 4,800 3.15 -- 0.00 139 3.2500 15,600
------ --------
Total 100.00% $494,213
====== ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 31.
30
<PAGE>
NOTES TO SCHEDULE OF INVESTMENTS
(1) All of the Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned
to the Trustee all of its right, title and interest in and to such
Securities. Contracts to acquire Securities were entered into on May 4,
1998 and are expected to settle on May 7, 1998. The aggregate purchase
price (excluding commissions) for the securities deposited in the Trust is
$494,213. The loss to the Sponsor in connection with the deposit of the
Trust is $2,539.
(2) The "Price Per Share to Trust" and "Cost of Securities to Trust" were
determined based on the last trade before 12:00 p.m. Eastern Time on the
Business Day before the Initial Date of Deposit at the close of business on
the Initial Date of Deposit, such Securities will be valued at the
Evaluation Time. See "Public Offering -- Offering Price."
(3) Based on Cost of Securities to Trust.
(4) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual dividend received on that Security and
dividing the result by that Security's market value as of the close of
trading on April 30, 1998.
(5) As of April 30, 1998.
31
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND,
THE SPONSOR OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
TITLE PAGE
- ----- ----
SUMMARY OF ESSENTIAL INFORMATION ................................. 3
THE TRUST ........................................................ 6
OBJECTIVES AND SECURITIES SELECTION .............................. 7
TRUST PORTFOLIO .................................................. 7
RISK FACTORS ..................................................... 9
TAXATION ......................................................... 10
TRUST OPERATING EXPENSES ......................................... 14
PUBLIC OFFERING .................................................. 15
RIGHTS OF UNITHOLDERS ............................................ 19
TRUST ADMINISTRATION ............................................. 23
OTHER MATTERS .................................................... 27
REPORT OF INDEPENDENT AUDITORS ................................... 28
STATEMENT OF NET ASSETS .......................................... 29
SCHEDULE OF INVESTMENTS .......................................... 30
NOTES TO SCHEDULE OF INVESTMENTS ................................. 31
- --------------------------------------------------------------------------------
THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE FUND AND THE SPONSOR, BUT
DOES NOT CONTAIN ALL OF THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENTS
AND EXHIBITS RELATING THERETO, WHICH THE FUND HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
UIT-EQPR19 (5/98) AF 5/98
P R O S P E C T U S
- --------------------------------------------------------------------------------
May 5, 1998
DELAWARE INVESTMENTS UNIT
INVESTMENT TRUST,
SERIES 19
THE AMERICAN SPORTS EQUITY TRUST,
SERIES 1
================================================================================
DELAWARE CAPITAL MANAGEMENT, INC.
ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following
papers and documents:
The facing sheet of Form S-6
The Cross-Reference Sheet
The Prospectus
The signatures
The following exhibits:
1.1 Standard Terms and Conditions of Trust - Delaware-Voyageur Unit
Investment Trust Series 9 and Certain Subsequent Series, dated May
6, 1997 among Voyageur Fund Managers, Inc., as Sponsor and The Chase
Manhattan Bank, as Trustee and Evaluator (incorporated by reference
to Amendment No. 1 to Form S-6 (File No. 333-20971) filed on behalf
of Delaware-Voyageur Unit Investment Trust Series 9).
1.2 Form of Trust Agreement for Delaware Investments Unit Investment
Trust, Series 19.
2. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under
the headings "Taxation" and "Legal Opinions" in the Prospectus and
opinion of counsel as to Federal income tax status of the securities
being registered.
3.1 Opinion of counsel as to New York income tax status of securities
being registered.
3.2 Opinion of counsel as to advancement of funds by Trustee.
4. Consent of The Chase Manhattan Bank.
5. Financial Data Schedules filed hereto electronically as Exhibit(s)
27 pursuant to Rule 401 of Regulation S-T.
6. Consent of Ernst & Young LLP.
<PAGE>
SIGNATURES
The Registrant, Delaware Investments Unit Investment Trust, Series
19, hereby identifies Delaware-Voyageur Unit Investment Trust, Series 4 for
purposes of the representations required by Rule 487 and represents the
following: (1) that the portfolio securities deposited in the series with
respect to which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series; (2)
that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to which this Registration Statement is being filed, this
Registration Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such previous
series as to which the effective date was determined by the Securities and
Exchange Commission or the staff; and (3) that it has complied with Rule 460
under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Delaware Investments Unit Investment Trust, Series 19, has duly
caused this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia and State of Pennsylvania on the 5th day of May, 1998.
Delaware Investments Unit Investment Trust,
Series 19
(Registrant)
By: Delaware Capital Management, Inc.
(Depositor)
By: Wayne A. Stork
---------------------------------------
Chairman of the Board of Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on May 5, 1998.
SIGNATURE TITLE
Wayne A. Stork
- ---------------------------
Wayne A. Stork Chairman of the Board of Directors and President
<PAGE>
George M. Chamberlain, Jr.
- ---------------------------
George M. Chamberlain, Jr. Director, Senior Vice President,
Secretary and General Counsel
Bruce D. Barton
- ---------------------------
Bruce D. Barton Director
David K. Downes
- ---------------------------
David K. Downes Executive Vice President, Chief Operating
Officer and Chief Financial Officer
MEMORANDUM OF CHANGES
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
The Prospectus filed with Amendment No. 2 of the Registration
Statement on Form S-6 has been revised to reflect information regarding the
deposit of Securities on May 5, 1998, and to set forth certain statistical data
based thereon.
COVER PAGE. The series number and the Trusts in the Fund have been
added. Information relating to the sales charge and the price of the
offering if the Units were available for purchase at the opening of
business on the Initial Date of Deposit is set forth in the "Public
Offering Price" section.
PAGES 3-4. The "Summary of Essential Financial Information" table
has been completed.
PAGES 7-8. The issuers of the Securities have been listed.
PAGE 10. The Taxation section has been updated.
PAGE 27. The Independent Auditors' Report has been completed.
PAGES 28. The Statement of Net Assets has been completed.
PAGES 29. The Schedule of Investments and the Notes thereto have
been completed.
BACK COVER The Series numbers, the Trust in the Fund and the date
of the Prospectus have been included.
Exhibit 1.2
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST
SERIES 19
TRUST AGREEMENT
Dated: May 5, 1998
This Trust Agreement dated as of May 5, 1998 between Delaware
Capital Management, Inc., as Depositor and The Chase Manhattan Bank, as
Evaluator and Trustee, sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Delaware-Voyageur Unit
Investment Trust Series 9 and certain subsequent Series, Standard Terms and
Conditions of Trust Dated May 6, 1997" (herein called the "STANDARD TERMS AND
CONDITIONS OF TRUST"), and such provisions as are set forth in full and such
provisions as are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and Sections of the
Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Securities listed in Schedule A hereto have been
deposited in Trust under this Trust Agreement.
(b) The first sentence of the fifth paragraph of Section
5.02 of the Standard Terms and Conditions of Trust is hereby amended
by replacing the phrase "at least that number of Units" with "that
number of Units which meet the dollar amount requirements."
<PAGE>
(c) All references to Voyageur Fund Managers, Inc. in
the Standard Terms and Conditions of Trust shall be amended to
refer to Delaware Capital Management, Inc.
<PAGE>
IN WITNESS WHEREOF, Delaware Capital Management, Inc. has caused
this Trust Agreement to be executed by its Assistant Vice President and The
Chase Manhattan Bank has caused this Trust Agreement to be signed by one of its
Vice Presidents or Second Vice Presidents all as of the day, month and year
first above written.
Delaware Capital Management, Inc., Depositor
By:
----------------------------------------
Assistant Vice President/Assistant
Secretary/Senior Counsel
The Chase Manhattan Bank, Evaluator and
Trustee
By:
----------------------------------------
<PAGE>
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
Exhibit 3.1
May 5, 1998
Delaware Capital Management, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware Investments Unit Investment Trust, Series 19
-----------------------------------------------------
Ladies/Gentlemen:
We have served as special counsel for Delaware Capital Management,
Inc., as Sponsor and Depositor (the "DEPOSITOR") of Delaware Investments Unit
Investment Trust, Series 19 (the "FUND"), in connection with the preparation,
execution and delivery of a Trust Agreement dated May 5, 1998 and a Standard
Terms and Condition of Trust dated May 6, 1997 (collectively, the Indenture)
each of which are between Delaware Capital Management, Inc., as Depositor and
The Chase Manhattan Bank, as Evaluator and Trustee, pursuant to which the
Depositor has delivered to and deposited the securities listed in Schedule A to
the Trust Agreement with the Trustee and pursuant to which the Trustee has
issued in the name of the Depositor documents representing units of fractional
undivided interest in and ownership of the Fund created under said Trust
Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Indenture and the
execution and issuance of certificates evidencing the units of the
Fund have been duly authorized; and
2. The certificates evidencing the units of the Fund
when duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Indenture, will constitute valid
and binding obligations of the Fund and the Depositor in accordance
with the terms thereof.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-48465) relating to the units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
MJK/slm
Exhibit 3.2
May 5, 1998
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
Delaware Capital Management, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware Investments Unit Investment Trust, Series 19
-----------------------------------------------------
Ladies/Gentlemen:
We have acted as special counsel for Delaware Capital Management,
Inc., Depositor of Delaware Investments Unit Investment Trust, Series 19 (the
"TRUST"), in connection with the issuance of units of fractional undivided
interest in the Trust, under a Trust Agreement dated May 5, 1998 and a Standard
Terms and Conditions of Trust dated May 6, 1997 (collectively, the "INDENTURE")
each of which are between Delaware Capital Management, Inc., as Depositor and
The Chase Manhattan Bank, as Evaluator and Trustee.
In this connection, we have examined the Registration Statement, the
form of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents as we have
deemed pertinent. The opinions expressed herein assume that the Trust will be
administered, and investments by the Trust from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the Indenture. The Trust
holds Securities as such term is defined in the Prospectus. For purposes of the
following discussion and opinion, it is assumed that each Security is equity for
Federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters
of law as we consider to be applicable, we are of the opinion that, under
existing United States Federal income tax law:
i. The Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unitholder will be
treated as the owner of a pro rata portion of each of the assets of
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 the Trust will be
treated as income of
<PAGE>
the Unitholders thereof under the Code in the proportion described;
and an item of Trust income will have the same character in the
hands of a Unitholder as it would have in the hands of the Trustee.
Each Unitholder will be considered to have received his pro rata
share of income derived from each Trust asset when such income is
considered to be received by the Trust.
ii. The price a Unitholder pays for his Units, which
generally includes sales charges, is allocated among his pro rata
portion of each Security held by the Trust (in proportion to the
fair market values thereof on the valuation date closest to the date
the Unitholder purchases his Units) in order to determine his tax
basis for his pro rata portion of each Security held by the Trust.
For Federal income tax purposes, a Unitholder's pro rata portion of
distributions of cash or property by a corporation with respect to a
Security ("dividends" as defined by Section 316 of the Code) are
taxable as ordinary income to the extent of such corporation's
current and accumulated "earnings and profits." A Unitholder's pro
rata portion of dividends paid on such Security which exceeds such
current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security and to the extent that such
dividends exceed a Unitholder's tax basis in such Security shall be
treated as gain from the sale or exchange of property.
iii. Gain or loss will be recognized to a Unitholder
(subject to various nonrecognition provisions under the Code) upon
redemption or sale of his Units, except to the extent an in kind
distribution of stock is received by such Unitholder from 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
Unitholder had acquired his Units by purchase. Such basis will be
reduced, but not below zero, by the Unitholder's pro rata portion of
dividends with respect to each Security which is not taxable as
ordinary income.
iv. If the Trustee disposes of a Trust asset (whether by
sale, taxable exchange, liquidation, redemption, payment on
maturity, or otherwise) gain or loss will be recognized to the
Unitholder (subject to various nonrecognition provisions of the
Code) and the amount thereof will be measured by comparing the
Unitholder's aliquot share of the total proceeds from the
transaction with his basis for his fractional interest in the asset
disposed of. Such basis is ascertained by apportioning the tax basis
for his Units (as of the date on which his Units were acquired)
among each of the Trust assets (as of the date on which his Units
were acquired) ratably according to their values as of the valuation
date nearest the date on which he purchased such Units. A
Unitholder's basis in his Units and his fractional interest in each
Trust asset must be reduced, but not below zero, by the Unitholder's
pro rata portion of dividends with respect to each Security which
are not taxable as ordinary income.
<PAGE>
v. Under the Indenture, under certain circumstances, a
Unitholder tendering Units for redemption may request an in kind
distribution of Securities upon the redemption of Units or upon the
termination of the Trust. As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's
assets. The receipt of an in kind distribution will result in a
Unitholder receiving an undivided interest in whole shares of stock
and possibly cash. The potential federal income tax consequences
which may occur under an in kind distribution with respect to each
Security owned by the Trust will depend upon whether or not a
Unitholder receives cash in addition to Securities. A "Security" for
this purpose is a particular class of stock issued by a particular
corporation. A Unitholder will not recognize gain or loss if a
Unitholder only receives Securities in exchange for his or her pro
rata portion of the Securities held by the Trust. However, if a
Unitholder also receives cash in exchange for a fractional share of
a Security held by the Trust, such Unitholder will generally
recognize gain or loss based upon the difference between the amount
of cash received by the Unitholder and his tax basis in such
fractional share of a Security held by the Trust. The total amount
of taxable gains (or losses) recognized upon such redemption will
generally equal the sum of the gain (or loss) recognized under the
rules described above by the redeeming Unitholder with respect to
each Security owned by a Trust.
A domestic corporation owning Units in the Trust may be eligible for
the 70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by 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.
To the extent dividends received by the 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.
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
<PAGE>
deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat some or
all of the expenses of the Trust as miscellaneous itemized deductions subject
to this limitation.
A Unitholder will recognize taxable gain (or loss) when all or part
of the pro rata interest in a Security is either sold by the Trust or redeemed
or when a Unitholder 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
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 for such credits.
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. 333-48465 ) relating to the Units referred to
about and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
MJK/slm
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072
May 5, 1998
The Chase Manhattan Bank,
as Trustee of
Delaware Investments Unit Investment Trust,
Series 19
Four New York Plaza
New York, New York 10004-2413
Attn: Mr. Thomas Porrazzo
Vice President
Re: Delaware Investments Unit Investment Trust,
Series 19, consisting of
The American Sports Equity Trust, Series 1
------------------------------------------
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust dated May 6, 1997 and a related Trust Agreement dated as of today
(collectively, the "Indenture"), between Delaware Capital Management, Inc., as
Depositor (the "Depositor"), and Chase, as Trustee (the "Trustee") and
Evaluator, establishing Delaware Investments Unit Investment Trust, Series 19,
which consists of The American Sports Equity Trust, Series 1 (the "Trust"), and
the confirmation by Chase, as Trustee under the Indenture, that it has
registered on the registration books of the Trust the ownership by the Depositor
of a number of units constituting the entire interest in the respective Trust
(such aggregate units being herein called "Units"), each of which Units
represents an undivided interest in the Trust, which consists of common stocks
(including confirmation of contracts for the purchase of certain stocks not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in the
amount required for such purchase upon the receipt of such stocks), such stocks
being defined in the Indenture as Securities and referenced in the schedules to
the Indenture.
We have examined the Indenture, the Closing Memorandum delivered
today by the parties to the Indenture (the "Closing Memorandum"), and such other
documents as we have
<PAGE>
deemed necessary in order to render this opinion. Based on the foregoing, we are
of the opinion that:
1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid and
legally binding obligation of Chase.
3. Chase, as Trustee, has registered on the registration books of
the Trust the ownership of the Units by the Depositor. Upon receipt of
confirmation of the effectiveness of the registration statement for the sale of
the Units filed with the Securities and Exchange Commission under the Securities
Act of 1933, the Trustee may cause the Units to be registered in such names as
the Depositor may request, to or upon the order of the Depositor, as provided in
the Closing Memorandum.
4. Chase, as Trustee, may lawfully advance amounts to the Trust and
may be reimbursed, without interest, for any such advances from funds in the
interest and capital accounts, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered, among
other things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
SFL:gcm
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072
May 5, 1998
The Chase Manhattan Bank,
as Trustee of
Delaware Investments Unit Investment Trust,
Series 19
Four New York Plaza
New York, New York 10004-2413
Attn: Mr. Thomas Porrazzo
Vice President
Re: Delaware Investments Unit Investment Trust,
Series 19, consisting of
The American Sports Equity Trust, Series 1
------------------------------------------
Dear Sirs:
We are acting as special counsel with respect to New York tax
matters for Delaware Investments Unit Investment Trust, Series 19, which
consists of The American Sports Equity Trust, Series 1 (the "Trust"), which will
be established under a certain Standard Terms and Conditions of Trust dated May
6, 1997 and a related Trust Agreement dated as of today (collectively, the
"Indenture") between Delaware Capital Management, Inc., as Depositor (the
"Depositor"), and The Chase Manhattan Bank, as Trustee (the "Trustee") and
Evaluator. Pursuant to the terms of the Indenture, units of fractional undivided
interest in the Trust (the "Units") will be issued in the aggregate number set
forth in the Indenture.
We have examined and are familiar with originals or certified
copies, or copies otherwise identified to our satisfaction, of such documents as
we have deemed necessary or 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.
<PAGE>
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. 333-48465) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to the
references to our name under the captions "Taxation" and "Legal Opinions" in
such Registration Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
SFL:tbm
Exhibit 4
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
May 5, 1998
Delaware Capital Management, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware Investments Unit Investment Trust, Series 19 (the "Fund")
Gentlemen:
We have examined Registration Statement File No. 333-48465 for the above
captioned trusts. We hereby acknowledge that The Chase Manhattan Bank is
currently acting as the evaluator for the Fund. We hereby consent to the use in
the Registration Statement of the reference to The Chase Manhattan Bank as
evaluator.
You are hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.
Sincerely,
The Chase Manhattan Bank
EXHIBIT 6(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report dated May 5, 1998 in this
Amendment No. 2 to the Registration Statement (Form S-6 No. 333-48465) and
related Prospectus of Delaware Investments Unit Investment Trust, Series 19
dated May 5, 1998.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
May 5, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001054030
<NAME> DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 19
<SERIES>
<NUMBER> 1
<NAME> THE AMERICAN SPORTS EQUITY TRUST, SERIES 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAY-05-1998
<PERIOD-END> MAY-05-1998
<INVESTMENTS-AT-COST> 494,213
<INVESTMENTS-AT-VALUE> 494,213
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 45,276
<TOTAL-ASSETS> 539,489
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57,884
<TOTAL-LIABILITIES> 57,884
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 481,605
<SHARES-COMMON-STOCK> 50,430
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 481,605
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
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<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
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
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<PER-SHARE-NAV-BEGIN> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
