As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 333-48713
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Post-Effective Amendment No. 1
to
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
---------------------
A. EXACT NAME OF TRUST:
Equity Securities Trust, Series 18, Signature Series, Zacks' Fastest
Growing Blue Chip Companies Trust and Zacks' Fastest Growing Small
Companies Trust
B. NAME OF DEPOSITOR:
Reich & Tang Distributors, Inc.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors, Inc. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, New York 10020 New York, New York 10022
(212) 856-6858
It is proposed that this filing become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/x / on April 30, 1999 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on ( date ) pursuant to paragraph (a) of Rule 485
================================================================================
The Registrant filed a Rule 24f-2 Notice for its fiscal year ended December 31,
1998 on or about March 31, 1999.
825302.1
<PAGE>
EQUITY SECURITIES TRUST,
SERIES 18, SIGNATURE SERIES,
ZACK'S FASTEST GROWING BLUE CHIP COMPANIES TRUST AND
ZACK'S FASTEST GROWING SMALL COMPANIES TRUST
Equity Securities Trust, Series 18, Signature Series, Zacks' Fastest Growing
Blue Chip Companies Trust and Zacks' Fastest Growing Small Companies Trust (the
"Trust") consists of two separate underlying unit investment trusts designated
as Zacks' Fastest Growing Blue Chip Companies Trust ("Blue Chip Trust") and
Zacks' Fastest Growing Small Companies Trust ("Small Companies Trust") (Blue
Chip Trust and Small Companies Trust may hereinafter be referred to as the
"Trust" or "Trusts"). The Sponsor is Reich & Tang Distributors, Inc. The
objective of the Blue Chip Trust is to seek total return through a combination
of capital appreciation and current dividend income. The Blue Chip Trust seeks
to achieve its objective by selecting the ten common stocks from among the
thirty stocks comprising the Dow Jones Industrial Average ("DJIA") which are
expected to experience the greatest earnings per share growth, as selected by
the portfolio consultant, Zacks Investment Research ("Zacks"). The objective of
the Small Companies Trust is to seek capital appreciation. The Small Companies
Trust seeks to achieve its objective by selecting the twenty common stocks of
the companies which are expected to experience the greatest earnings per share
growth, as selected by Zacks. The Sponsor cannot give any assurance that the
Trusts' objectives will be achieved. The Name "Dow Jones Industrial Average" is
the property of the Dow Jones & Company, Inc., which is not affiliated with the
Sponsor and has not participated in any way in the creation of the Trusts or in
the selection of the stocks included in the Trusts and have not reviewed or
approved any information included in this Prospectus. The Dow Jones & Company,
Inc. has not granted to the Trusts or the Sponsor a license to use the Dow Jones
Industrial Average. The value of the Units of the Trusts will fluctuate with
fluctuations in the value of the underlying securities in the Trust. Therefore,
Unitholders who sell their Units prior to termination of the Trusts may receive
more or less than their original purchase price upon sale. No assurance can be
given that dividends will be paid or that the Units will appreciate in value.
The Trusts will terminate approximately two years after the Initial Date of
Deposit. Minimum Purchase: 100 Units.
This prospectus consists of two parts. Part A contains the Summaries of
Essential Information including descriptive material relating to the Trust and
the Statements of Financial Condition of the Trusts. Part B contains general
information about the Trusts. Part A may not be distributed unless accompanied
by Part B. Please read and retain both parts of this Prospectus for future
reference. The Securities and Exchange Commission ("SEC") maintains a website
that contains reports, proxy and information statements and other information
regarding the Trusts which is filed electronically with the SEC. The SEC's
Internet address is http:www.sec.gov. Offering materials for the sale of the
Units available through the Internet are not being offered directly or
indirectly to residents of a particular state nor is an offer of these Units
through the Internet specifically directed to any person in a state by, or on
behalf of, the issuer.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus Part A dated April 30, 1999
828854.1
<PAGE>
OBJECTIVE. The Trust consists of two separate underlying unit investment trusts
designated as Zacks' Fastest Growing Blue Chip Companies Trust ("Blue Chip
Trust") and Zacks' Fastest Growing Small Companies Trust ("Small Companies
Trust"). The Sponsor is Reich & Tang Distributors, Inc. The objective of the
Blue Chip Trust is to seek total return through a combination of capital
appreciation and current dividend income. The Blue Chip Trust seeks to achieve
its objective by selecting the ten common stocks from among the thirty stocks
comprising the DJIA which are expected to experience the greatest earnings per
share growth, as selected by Zacks. Zacks will seek to create a portfolio of
stocks which tries to outperform both the DJIA and the "dogs of the Dow" over a
two-year period. The "dogs of the Dow" refers to the ten highest dividend
yielding stocks of the 30 stocks listed on the DJIA. The objective of the Small
Companies Trust is to seek capital appreciation. The Small Companies Trust seeks
to achieve its objective by selecting the twenty common stocks which are
expected to experience the greatest earnings per share growth as selected by
Zacks. Zacks will seek to develop a portfolio of twenty stocks that outperforms
the Russell 2000(R) Index over a two-year period. The Russell 2000(R) Index is a
widely regarded small cap index consisting of 2000 small cap stocks and, as of
the date of this Prospectus, has a total market capitalization range of $162
million to $1.0 billion. The Sponsor cannot give any assurance that the Trusts'
objectives will be achieved. Projected earnings growth for a company is based on
estimates compiled by approximately 3000 analysts employed by 230 US brokerage
firms on what a company's corporate earnings will be in one-to-two years from
the Date of Deposit. (See "The Trusts - The Securities" in Part B). The name
"Dow Jones Industrial Average" is the property of Dow Jones & Company, Inc., and
the name Russell 2000(R) Index is the property of the Frank Russell Company,
neither of which are affiliated with the Sponsor and have not participated in
any way in the creation of the Trusts or in the selection of the stocks included
in the Trusts and have not reviewed or approved any information included in this
Prospectus. Neither the Dow Jones & Company, Inc. nor the Frank Russell Company
have granted to the Trusts or the Sponsor a license to use the Dow Jones
Industrial Average or the Russell 2000(R) Index, respectively. As used herein,
the term "Securities" means the common stocks initially deposited in the Trusts
and described in "Portfolio" in Part A and any additional securities acquired
and held by the Trusts pursuant to the provisions of the Indenture. Further, the
Securities, and therefore the Units, may appreciate or depreciate in value,
dependent upon the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers and the price of
equity securities in general and the Securities in particular. Therefore, there
is no guarantee that the objectives of the Trusts will be achieved.
DESCRIPTION OF PORTFOLIOS. The Blue Chip Trust contains 10 issues of common
stock. 100% of the issues are represented by the Sponsor's contracts to
purchase. Based upon the principal business of each issuer and current market
values, the following industries are represented in the Portfolio(1):
aerospace/defense, 6.37%; beverages, 8.82%; diversified operations, 22.12%;
financial/miscellaneous services, 9.88%; manufacturing, 7.35%; media
conglomerate, 6.76%; medical/dental supplier, 11.87%; soap and cleaning
preparations, 10.82%; and retail/discount, 16.01%.2
The Small Companies Trust contains 20 issues of common stock. 100% of the issues
are represented by the Sponsor's contracts to purchase. 91.67% of the Trust is
invested in common stocks of small market capitalization companies and the
remaining 8.33% of the Trust is invested in other common stock. Based upon the
principal business of each issuer and current market values, the following
industries are represented in the Portfolio(1): advertising, 8.33%; business
service, 20.63%; computer-integrated systems, 4.03%; computer-software, 18.76%;
consumer products, 2.79%; finance-investment banker, 12.98%; finance-savings and
loan,
- ----------
1 A trust is considered to be "concentrated" in a particular category or
industry when the securities in that category or that industry constitute
25% or more of the value of the total assets of the portfolio.
2 For Changes in the Trust Portfolio from January 1, 1999 to March 19, 1999
see Schedule A on pages A-8 through A-15.
828854.1
A-2
<PAGE>
2.69%; machinery-general, 2.14%; medical-instruments, 3.03%; retail-mail order,
4.46%; school, 1.21%; telecommunications-equipment, 9.25%;
telecommunications-wireless, 6.95%; and textile-apparel, 2.75%.(3)
PUBLIC OFFERING PRICE. The Public Offering Price per 100 Units of a Trust is
equal to the aggregate value of the underlying Securities (the price at which
they could be directly purchased by the public assuming they were available) in
the Trust divided by the number of Units outstanding times 100 plus a sales
charge of (i) 4.1% of the Public Offering Price per 100 Units or 4.275% of the
net amount invested in Securities per 100 Units for the Blue Chip Trust and (ii)
3.9% of the Public Offering Price per 100 Units or 4.058% of the net amount
invested in Securities per 100 Units. The price of a single Unit, or any
multiple thereof, is calculated by dividing the Public Offering Price per 100
Units by 100 and multiplying by the number of Units. Any cash held by the Trust
will be added to the Public Offering Price. For additional information regarding
the Public Offering Price, repurchase and redemption of Units and other
essential information regarding a Trust, see the "Summary of Essential
Information." The Public Offering Price per Unit may vary on a daily basis in
accordance with fluctuations in the aggregate value of the underlying Securities
and the price to be paid by each investor will be computed as of the date the
Units are purchased. (See "Public Offering" in Part B.)
DISTRIBUTIONS. Dividend distributions, if any, will be made on the Distribution
Dates to all Unitholders of record on the Record Date. For the specific dates
representing the Distribution Dates and Record Dates for a Trust, see "Summary
of Essential Information" in Part A. The final distribution will be made within
a reasonable period of time after the termination of a Trust. (See "Rights of
Unitholders--Distributions" in Part B.) Unitholders may elect to automatically
reinvest distributions (other than the final distribution in connection with the
termination of the Trust), into additional Units of a Trust, which are subject
to a reduced sales charge. See "Reinvestment Plan" in Part B.
MARKET FOR UNITS. The Sponsor, although not obligated to do so, intends to
maintain a secondary market for the Units and to continuously offer to
repurchase the Units of a Trust both during and after the initial public
offering. The secondary market repurchase price will be based on the market
value of the Securities in a Trust portfolio and will be the same as the
redemption price. (See "Liquidity--Sponsor Repurchase" for a description of how
the secondary market repurchase price will be determined.) If a market is not
maintained, a Unitholder will be able to redeem its Units with the Trustee (see
"Liquidity--Trustee Redemption" in Part B). As a result, the existence of a
liquid trading market for these Securities may depend on whether dealers will
make a market in these Securities. There can be no assurance of the making or
the maintenance of a market for any of the Securities contained in the portfolio
of a Trust or of the liquidity of the Securities in any markets made. The price
at which the Securities may be sold to meet redemptions and the value of the
Units will be adversely affected if trading markets for the Securities are
limited or absent.
TERMINATION. During the 7-day period prior to the Mandatory Termination Date
(the "Liquidation Period"), Securities will begin to be sold in connection with
the termination of a Trust and all Securities will be sold or distributed by the
Mandatory Termination Date. The Trustee may utilize the services of the Sponsor
for the sale of all or a portion of the Securities in the Trust. Any brokerage
commissions received by the Sponsor from the Trust in connection with such sales
will be in accordance with applicable law. The Sponsor will determine the
manner, timing and execution of the sales of the underlying Securities. The
Sponsor will attempt to sell the Securities as quickly as it can during the
Liquidation Period without, in its judgment, materially adversely affecting the
market price of the Securities, but all of the Securities will in any event be
disposed of by the end of the Liquidation Period. The Sponsor does not
anticipate that the period will be longer than five days, and it could be as
short as one day, depending on the liquidity of the Securities being sold.
- -------------
3 For Changes in the Trust Portfolio from January 1, 1999 to March 19, 1999
see Schedule A on pages A-8 through A-15.
828854.1
A-3
<PAGE>
Unitholders may elect one of the three options in receiving their terminating
distributions: (1) to receive their pro rata share of the underlying Securities
in-kind, if they own at least 2,500 units, (2) to receive cash upon the
liquidation of their pro rata share of the underlying Securities or (3) to
invest the amount of cash they would have received upon the liquidation of their
pro rata share of the underlying Securities in units of a future series of
Equity Securities Trust (if one is offered) at a reduced sales charge (see
"Rollover Option"). See "Trust Administration--Trust Termination" in Part B for
a description of how to select a termination distribution option. Unitholders
who have not chosen to receive distributions-in-kind will be at risk to the
extent that Securities are not sold; for this reason the Sponsor will be
inclined to sell the Securities in as short a period as it can without
materially adversely affecting the price of the Securities.
ROLLOVER OPTION. Unitholders may elect to roll their terminating distributions
into the next available series of Equity Securities Trust at a reduced sales
charge. Rollover Unitholders must make this election on or prior to the Rollover
Notification Date. Upon making this election, a Unitholder's Units will be
redeemed when the last of the underlying Securities are sold and the proceeds
will be reinvested in units of the next available series of Equity Security
Trust. An election to rollover terminating distributions will generally be a
taxable event. See "Trust Administration--Trust Termination" in Part B for
details to make this election.
RISK CONSIDERATIONS. An investment in Units of a Trust should be made with an
understanding of the risks inherent in an investment in any of the Securities
including, for common stocks, the risk that the financial condition of the
issuers of the Securities may become impaired or that the general condition of
the stock market may worsen (both of which may contribute directly to a decrease
in the value of the Securities and thus in the value of the Units). For a
discussion of risk considerations, see "Risk Considerations" in Part B of this
Prospectus. The portfolio of a Trust is fixed and not "managed" by the Sponsor.
Since the Trusts will not sell Securities in response to ordinary market
fluctuation, but only (except for certain extraordinary circumstances) at the
Trust's termination or to meet redemptions, the amount realized upon the sale of
the Securities may not be the highest price attained by an individual Security
during the life of the Trust. In connection with the deposit of Additional
Securities subsequent to the Initial Date of Deposit, if cash (or a letter of
credit in lieu of cash) is deposited with instructions to purchase Securities,
to the extent the price of a Security increases or decreases between the deposit
and the time the Security is purchased, Units may represent less or more of that
Security and more or less of the other Securities in the Trust. In addition,
brokerage fees incurred in purchasing Securities with cash deposited with
instructions to purchase the Securities will be an expense of the Trust. Price
fluctuations during the period from the time of deposit to the time the
Securities are purchased, and payment of brokerage fees, will affect the value
of every Unitholder's Units and the income per Unit received by a Trust.
The Sponsor cannot give any assurance that the business and investment
objectives of the issuers of the Securities will correspond with or in any way
meet the limited term objective of the Trusts. (See "Risk Considerations" in
Part B of this Prospectus.)
REINVESTMENT PLAN. Unitholders may elect to automatically reinvest their
distributions, if any (other than the final distribution in connection with the
termination of the Trust) into additional units of a Trust at a reduced sales
charge of 1.00%. See "Reinvestment Plan" in Part B for details on how to enroll
in the Reinvestment Plan.
UNDERWRITING. Reich & Tang Distributors, Inc., 600 Fifth Avenue, New York, New
York 10020, will act as Underwriter for all of the Units of Equity Securities
Trust, Series 18, Signature Series, Zacks' Fastest Growing Blue Chip Companies
Trust and Zacks' Fastest Growing Small Companies Trust. The Underwriter will
distribute Units through various broker-dealers, banks and/or other eligible
participants (see "Public Offering--Distribution of Units" in Part B).
828854.1
A-4
<PAGE>
BLUE CHIP TRUST
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1998:
<S> <C> <C>
DATE OF DEPOSIT: May 6, 1998 MANDATORY TERMINATION DATE: The
AGGREGATE VALUE OF earlier of May 15, 2000 or the disposition of
SECURITIES.......................................... $1,939,165 the last Security in the Trust.
AGGREGATE VALUE OF SECURITIES CUSIP NUMBERS: Cash: 294762281
PER 100 UNITS....................................... $966.39 Reinvestment: 294762299
NUMBER OF UNITS........................................ 200,660 TRUSTEE: The Chase Manhattan Bank
FRACTIONAL UNDIVIDED INTEREST IN TRUSTEE'S FEE: $.91 per 100 Units
TRUST............................................... 1/200,660 outstanding
PUBLIC OFFERING PRICE PER 100 UNITS ESTIMATED ORGANIZATIONAL
Aggregate Value of Securities in EXPENSES*: $.57 per 100 Units
Trust........................................... $1,939,165 ESTIMATED OFFERING COSTS*: $.73 per
Divided By 200,660 Units (times 100)................ $966.39 100 Units
Plus Sales Charge of 4.1% of Public OTHER FEES AND EXPENSES: $.23 per 100
Offering Price.................................. $39.33 Units outstanding
Public Offering Price+.............................. $1,005.72 SPONSOR: Reich & Tang Distributors, Inc.
SPONSOR'S REPURCHASE PRICE AND SPONSOR'S SUPERVISORY FEE: Maximum
REDEMPTION PRICE PER of $.25 per 100 Units outstanding (see "Trust
100 UNITS++......................................... $966.39 Expenses and Charges" in Part B).
EVALUATION TIME: 4:00 p.m. New York Time. PORTFOLIO CONSULTANT: Zacks
MINIMUM INCOME OR PRINCIPAL Investment Research Inc.
DISTRIBUTION: $1.00 per 100 Units RECORD DATE: June 15 and December 15
LIQUIDATION PERIOD: Beginning 7 days prior to the DISTRIBUTION DATE: June 30 and
Mandatory Termination Date. December 31
MINIMUM VALUE OF TRUST: The Trust may be ROLLOVER NOTIFICATION DATE**:
terminated if the value of the Trust is less than 40% April 25, 2000 or another date as
of the aggregate value of the Securities at the determined by the Sponsor.
completion of the Deposit Period.
</TABLE>
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* The Trust (and therefore the Unitholders) will bear all or a portion of its
organizational costs, which costs include: the cost of preparing and printing
the registration statement, the trust indenture and the closing documents; and
the initial audit of the Trust. Total organizational expenses will be amortized
over the life of the Trust. Offering costs, including the costs of registering
securities with the SEC and the states, will be amortized over the term of the
initial offering period, which may be between 30 and 90 days. See "Trust
Expenses" in Part B. These figures are based upon the assumption that the Trust
will reach a size of 1,000,000 Units as estimated by the Sponsor; organizational
expenses and offering costs per 100 Units will vary with the actual size of the
Trust. If the Trust does not reach this Unit level, the Estimated Organizational
Expenses and Offering Costs per 100 Units will be higher.
** If a Unitholder ("Rollover Unitholder") so specifies on or prior to the
Rollover Notification Date, the Rollover Unitholder's terminating distribution
will be reinvested as received in an available series of the Equity Securities
Trust, if offered (see "Trust Administration - Trust Termination").
+ On the Initial Date of Deposit there will be no cash in the Income or
Principal Accounts. Anyone purchasing Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
++ Any redemptions of over 2,500 Units may, upon request by a redeeming
Unitholder, be made in kind. The Trustee will forward the distributed securities
to the Unitholder's bank or broker-dealer account at The Depository Trust
Company in book-entry form. See "Liquidity--Trustee Redemption" in Part B.
828854.1
A-5
<PAGE>
<TABLE>
<CAPTION>
SMALL COMPANIES TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1998:
<S> <C> <C>
DATE OF DEPOSIT: May 6, 1998 MANDATORY TERMINATION DATE: The
AGGREGATE VALUE OF earlier of May 15, 2000 or the disposition of the
SECURITIES.......................................... $3,349,031 last Security in the Trust.
AGGREGATE VALUE OF SECURITIES CUSIP NUMBERS: Cash: 294762315
PER 100 UNITS....................................... $837.45 Reinvestment: 294762323
NUMBER OF UNITS........................................ 399,909 TRUSTEE: The Chase Manhattan Bank
FRACTIONAL UNDIVIDED INTEREST IN TRUSTEE'S FEE: $.91 per 100 Units outstanding
TRUST............................................... 1/399,909 ESTIMATED ORGANIZATIONAL
PUBLIC OFFERING PRICE PER 100 UNITS EXPENSES*: $.57 per 100 Units
Aggregate Value of Securities in ESTIMATED OFFERING COSTS*: $.73 per 100
Trust........................................... $3,349,031 Units
Divided By 399,909 Units (times 100)................ $837.45 OTHER FEES AND EXPENSES: $.23 per 100
Plus Sales Charge of 3.90% of Public Units outstanding
Offering Price.................................. $32.88 SPONSOR: Reich & Tang Distributors, Inc.
Public Offering Price+.............................. $870.33 SPONSOR'S SUPERVISORY FEE: Maximum of
SPONSOR'S REPURCHASE PRICE AND $.25 per 100 Units outstanding (see "Trust
REDEMPTION PRICE PER Expenses and Charges" in Part B).
100 UNITS++......................................... $837.45 PORTFOLIO CONSULTANT: Zacks Investment
EVALUATION TIME: 4:00 p.m. New York Time. Research Inc.
MINIMUM INCOME OR PRINCIPAL RECORD DATE: June 15 and December 15
DISTRIBUTION: $1.00 per 100 Units DISTRIBUTION DATE: June 30 and December
LIQUIDATION PERIOD: Beginning 7 days prior to the 31
Mandatory Termination Date. ROLLOVER NOTIFICATION DATE**: April
MINIMUM VALUE OF TRUST: The Trust may be 25, 2000 or another date as determined by the
terminated if the value of the Trust is less than 40% of the Sponsor.
aggregate value of the Securities at the completion of the
Deposit Period.
</TABLE>
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* The Trust (and therefore the Unitholders) will bear all or a portion of
its organizational costs, which costs include: the cost of preparing and
printing the registration statement, the trust indenture and the closing
documents; and the initial audit of the Trust. Total organizational expenses
will be amortized over the life of the Trust. Offering costs, including the
costs of registering securities with the SEC and the states, will be amortized
over the term of the initial offering period, which may be between 30 and 90
days. See "Trust Expenses" in Part B. These figures are based upon the
assumption that the Trust will reach a size of 1,000,000 Units as estimated by
the Sponsor; organizational expenses and offering costs per 100 Units will vary
with the actual size of the Trust. If the Trust does not reach this Unit level,
the Estimated Organizational Expenses and Offering Costs per 100 Units will be
higher.
** If a Unitholder ("Rollover Unitholder") so specifies on or prior to the
Rollover Notification Date, the Rollover Unitholder's terminating distribution
will be reinvested as received in an available series of the Equity Securities
Trust, if offered (see "Trust Administration - Trust Termination").
+ On the Initial Date of Deposit there will be no cash in the Income or
Principal Accounts. Anyone purchasing Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
++ Any redemptions of over 2,500 Units may, upon request by a redeeming
Unitholder, be made in kind. The Trustee will forward the distributed securities
to the Unitholder's bank or broker-dealer account at The Depository Trust
Company in book-entry form. See "Liquidity--Trustee Redemption" in Part B.
828854.1
A-6
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
<TABLE>
<CAPTION>
Distribu-
tions of
Principal
During
Net Asset(4) the
Units Out- Value Distributions of Income Period
Period Ended standing Per Unit During the Period (per Unit) (Per Unit)
- ------------ ---------- ---------- ---------------------------- ----------
<S> <C> <C> <C> <C>
Blue Chip Companies Trust
December 31, 1998 200,660 $9.73 $3.91 -0-
Small Companies Trust
December 31, 1998 399,909 $8.10 -0- -0-
</TABLE>
- --------
4 Net Asset Value per Unit is calculated by dividing net assets as disclosed
in the "Statement of Net Assets" by the number of Units outstanding as of
the date of the Statement of Net Assets. See Note 5 of Notes to Financial
Statements for a description of the components of Net Assets.
828854.1
A-7
<PAGE>
SCHEDULE A
Changes in the Trust Portfolio:
Equity Securities Trust, Series 18, Blue Chip Companies Trust
On March 1, 1999, 192 shares ($8,114.12) of Allied Signal Inc. held by the Trust
(Portfolio no. 1) were sold.
On March 1, 1999, 82 shares ($8,820.08) of American Express Company held by the
Trust (Portfolio no. 2) were sold.
On March 1, 1999, 167 shares ($5,982.58) of The Boeing Company held by the Trust
(Portfolio no. 3) were sold.
On March 1, 1999, 113 shares ($7,091.92) of The Coca-Cola Company held by the
Trust (Portfolio no. 4) were sold.
On March 1, 1999, 102 shares ($10,296.55) of General Electric Company held by
the Trust (Portfolio no. 5) were sold.
On March 1, 1999, 121 shares ($10,369.35) of Johnson & Johnson held by the Trust
(Portfolio no. 6) were sold.
On March 1, 1999, 88 shares ($6,694.27) of Minnesota Mining & Manufacturing Co.
held by the Trust (Portfolio no. 7) were sold.
On March 1, 1999, 101 shares ($9,053.08) of The Proctor & Gamble Company held by
the Trust (Portfolio no. 8) were sold.
On March 1, 1999, 168 shares ($14,176.62) of Wal-Mart Stores, Inc. held by the
Trust (Portfolio no. 9) were sold.
On March 1, 1999, 193 shares ($6,745.12) of The Walt Disney Company held by the
Trust (Portfolio no. 10) were sold.
On January 4, 1999, 15 shares ($671.88) of Allied Signal Inc. held by the Trust
(Portfolio no. 1) were purchased.
On January 4, 1999, 6 shares ($621.63) of American Express Company held by the
Trust (Portfolio no. 2) were purchased.
On January 4, 1999, 13 shares ($429.25) of The Boeing Company held by the Trust
(Portfolio no. 3) were purchased.
On January 4, 1999, 9 shares ($630.44) of The Coca-Cola Company held by the
Trust (Portfolio no. 4) were purchased.
On January 4, 1999, 8 shares ($824.50) of General Electric Company held by the
Trust (Portfolio no. 5) were purchased.
828854.1
A-8
<PAGE>
On January 4, 1999, 9 shares ($736.75) of Johnson & Johnson held by the Trust
(Portfolio no. 6) were purchased.
On January 4, 1999, 7 shares ($526.25) of Minnesota Mining & Manufacturing Co.
held by the Trust (Portfolio no. 7) were purchased.
On January 4, 1999, 8 shares ($753.50) of The Proctor & Gamble Company held by
the Trust (Portfolio no. 8) were purchased.
On January 4, 1999, 13 shares ($1,052.44) of Wal-Mart Stores, Inc. held by the
Trust (Portfolio no. 9) were purchased.
On January 4, 1999, 5 shares ($163.13) of The Walt Disney Company held by the
Trust (Portfolio no. 10) were purchased.
Equity Securities Trust, Series 18, Fastest Growing Small Companies
On January 12, 1999, 254 shares ($5,225.87) of ABR Information Services Inc.
held by the Trust (Portfolio no. 1) were sold.
On January 12, 1999, 228 shares ($7,854.33) of Ameritrade Holding Corp. held by
the Trust (Portfolio no. 2) were sold.
On January 12, 1999, 397 shares ($3,825.96) of BankUnited Financial Corp. held
by the Trust (Portfolio no. 3) were sold.
On January 12, 1999, 632 shares ($7,701.86) of Boston Communications Group, Inc.
held by the Trust (Portfolio no. 4) were sold.
On January 12, 1999, 450 shares ($6,727.27) of C-COR Electronics, Inc. held by
the Trust (Portfolio no. 5) were sold.
On January 12, 1999, 426 shares ($3,067.09) of Donna Karan International, Inc.
held by the Trust (Portfolio no. 6) were sold.
On January 12, 1999, 247 shares ($1,469.60) of EduTrek International, Inc. held
by the Trust (Portfolio no. 7) were sold.
On January 12, 1999, 879 shares ($3,252.19) of Ekco Group, Inc. held by the
Trust (Portfolio no. 8) were sold.
On January 12, 1999, 614 shares ($3,039.19) of FARO Technologies, Inc. held by
the Trust (Portfolio no. 9) were sold.
On January 12, 1999, 213 shares ($4,515.44) of Genesys Telecommunications
Laboratories, Inc. held by the Trust (Portfolio no. 10) were sold.
On January 12, 1999, 210 shares ($3,349.38) of Inspire Insurance Solutions, Inc.
held by the Trust (Portfolio no. 11) were sold.
On January 12, 1999, 203 shares ($9,111.85) of Metzler Group, Inc. held by the
Trust (Portfolio no. 12) were sold.
828854.1
A-9
<PAGE>
On January 12, 1999, 1,070 shares ($4,092.61) of OrthoLogic Corp. held by the
Trust (Portfolio no. 13) were sold.
On January 12, 1999, 213 shares ($5,979.78) of Outdoor Systems, Inc. held by the
Trust (Portfolio no. 14) were sold.
On January 12, 1999, 313 shares ($2,097.03) of Radiant Systems, Inc. held by the
Trust (Portfolio no. 15) were sold.
On January 12, 1999, 916 shares ($5,106.52) of Spiegel, Inc. held by the Trust
(Portfolio no. 16) were sold.
On January 12, 1999, 298 shares ($4,305.95) of SS&C Technologies, Inc. held by
the Trust (Portfolio no. 17) were sold.
On January 12, 1999, 1,039 shares ($2,675.33) of Strategic Distribution, Inc.
held by the Trust (Portfolio no. 18) were sold.
On January 12, 1999, 281 shares ($12,068.54) of TSI International Software Ltd.
held by the Trust (Portfolio no. 19) were sold.
On January 12, 1999, 295 shares ($7,949.98) of United Payors & United Providers,
Inc. held by the Trust (Portfolio no. 20) were sold.
On February 4, 1999, 908 shares ($20,554.16) of ABR Information Services Inc.
held by the Trust (Portfolio no. 1) were sold.
On February 4, 1999, 818 shares ($85,253.28) of Ameritrade Holding Corp. held by
the Trust (Portfolio no. 2) were sold.
On February 4, 1999, 1,421 shares ($10,987.37) of BankUnited Financial Corp.
held by the Trust (Portfolio no. 3) were sold.
On February 4, 1999, 2,262 shares ($21,375.18) of Boston Communications Group,
Inc. held by the Trust (Portfolio no. 4) were sold.
On February 4, 1999, 1,611 shares ($28,444.32) of C-COR Electronics, Inc. held
by the Trust (Portfolio no. 5) were sold.
On February 4, 1999, 1,527 shares ($9,296.67) of Donna Karan International, Inc.
held by the Trust (Portfolio no. 6) were sold.
On February 4, 1999, 886 shares ($5,160.77) of EduTrek International, Inc. held
by the Trust (Portfolio no. 7) were sold.
On February 4, 1999, 3,145 shares ($11,046.43) of Ekco Group, Inc. held by the
Trust (Portfolio no. 8) were sold.
On February 4, 1999, 2,198 shares ($12,191.02) of FARO Technologies, Inc. held
by the Trust (Portfolio no. 9) were sold.
On February 4, 1999, 763 shares ($17,796.38) of Genesys Telecommunications
Laboratories, Inc. held by the Trust (Portfolio no.10) were sold.
828854.1
A-10
<PAGE>
On February 4, 1999, 754 shares ($11,743.15) of Inspire Insurance Solutions,
Inc. held by the Trust (Portfolio no. 11) were sold.
On February 4, 1999, 728 shares ($35,878.94) of Metzler Group, Inc. held by the
Trust (Portfolio no. 12) were sold.
On February 4, 1999, 3,828 shares ($14,641.60) of OrthoLogic Corp. held by the
Trust (Portfolio no. 13) were sold.
On February 4, 1999, 763 shares ($22,040.42) of Outdoor Systems, Inc. held by
the Trust (Portfolio no. 14) were sold.
On February 4, 1999, 1,121 shares ($9,752.37) of Radiant Systems, Inc. held by
the Trust (Portfolio no. 15) were sold.
On February 4, 1999, 3,277 shares ($21,812.94) of Spiegel, Inc. held by the
Trust (Portfolio no. 16) were sold.
On February 4, 1999, 1,066 shares ($17,401.86) of SS&C Technologies, Inc. held
by the Trust (Portfolio no. 17) were sold.
On February 4, 1999, 3,719 shares ($8,878.80) of Strategic Distribution, Inc.
held by the Trust (Portfolio no. 18) were sold.
On February 4, 1999, 1,008 shares ($57,457.58) of TSI International Software
Ltd. held by the Trust (Portfolio no. 19) were sold.
On February 4, 1999, 1,057 shares ($27,163.99) of United Payors & United
Providers, Inc. held by the Trust (Portfolio no. 20) were sold.
On February 12, 1999, 368 shares ($7,479.35) of ABR Information Services Inc.
held by the Trust (Portfolio no. 1) were sold.
On February 12, 1999, 779 shares ($50,643.05) of Ameritrade Holding Corp. held
by the Trust (Portfolio no. 2) were sold.
On February 12, 1999, 576 shares ($4,111.06) of BankUnited Financial Corp. held
by the Trust (Portfolio no. 3) were sold.
On February 12, 1999, 918 shares ($8,445.31) of Boston Communications Group,
Inc. held by the Trust (Portfolio no. 4) were sold.
On February 12, 1999, 653 shares ($12,373.93) of C-COR Electronics, Inc. held by
the Trust (Portfolio no. 5) were sold.
On February 12, 1999, 620 shares ($3,650.12) of Donna Karan International, Inc.
held by the Trust (Portfolio no. 6) were sold.
On February 12, 1999, 359 shares ($2,001.36) of EduTrek International, Inc. held
by the Trust (Portfolio no. 7) were sold.
828854.1
A-11
<PAGE>
On February 12, 1999, 1,276 shares ($3,923.56) of Ekco Group, Inc. held by the
Trust (Portfolio no. 8) were sold.
On February 12, 1999, 892 shares ($4,972.73) of FARO Technologies, Inc. held by
the Trust (Portfolio no. 9) were sold.
On February 12, 1999, 310 shares ($6,145.54) of Genesys Telecommunications
Laboratories, Inc. held by the Trust (Portfolio no. 10) were sold.
On February 12, 1999, 512 shares ($7,942.13) of Inspire Insurance Solutions,
Inc. held by the Trust (Portfolio no. 11) were sold.
On February 12, 1999, 295 shares ($14,568.82) of Metzler Group, Inc. held by the
Trust (Portfolio no. 12) were sold.
On February 12, 1999, 1,553 shares ($5,745.90) of OrthoLogic Corp. held by the
Trust (Portfolio no. 13) were sold.
On February 12, 1999, 509 shares ($13,144.49) of Outdoor Systems, Inc. held by
the Trust (Portfolio no. 14) were sold.
On February 12, 1999, 455 shares ($4,299.60) of Radiant Systems, Inc. held by
the Trust (Portfolio no. 15) were sold.
On February 12, 1999, 1,330 shares ($8,162.60) of Spiegel, Inc. held by the
Trust (Portfolio no. 16) were sold.
On February 12, 1999, 433 shares ($6,852.00) of SS&C Technologies, Inc. held by
the Trust (Portfolio no. 17) were sold.
On February 12, 1999, 1,509 shares ($3,413.99) of Strategic Distribution, Inc.
held by the Trust (Portfolio no. 18) were sold.
On February 12, 1999, 409 shares ($20,428.86) of TSI International Software Ltd.
held by the Trust (Portfolio no. 19) were sold.
On February 12, 1999, 429 shares ($10,059.71) of United Payors & United
Providers, Inc. held by the Trust (Portfolio no. 20) were sold.
On February 19, 1999, 258 shares ($5,066.31) of ABR Information Services Inc.
held by the Trust (Portfolio no. 1) were sold.
On February 19, 1999, 546 shares ($51,158.49) of Ameritrade Holding Corp. held
by the Trust (Portfolio no. 2) were sold.
On February 19, 1999, 404 shares ($2,782.45) of BankUnited Financial Corp. held
by the Trust (Portfolio no. 3) were sold.
On February 19, 1999, 643 shares ($6,397.63) of Boston Communications Group,
Inc. held by the Trust (Portfolio no. 4) were sold.
828854.1
A-12
<PAGE>
On February 19, 1999, 458 shares ($8,449.81) of C-COR Electronics, Inc. held by
the Trust (Portfolio no. 5) were sold.
On February 19, 1999, 434 shares ($2,500.84) of Donna Karan International, Inc.
held by the Trust (Portfolio no. 6) were sold.
On February 19, 1999, 252 shares ($1,436.35) of EduTrek International, Inc. held
by the Trust (Portfolio no. 7) were sold.
On February 19, 1999, 894 shares ($3,140.07) of Ekco Group, Inc. held by the
Trust (Portfolio no. 8) were sold.
On February 19, 1999, 625 shares ($4,070.17) of FARO Technologies, Inc. held by
the Trust (Portfolio no. 9) were sold.
On February 19, 1999, 217 shares ($3,895.02) of Genesys Telecommunications
Laboratories, Inc. held by the Trust (Portfolio no. 10) were sold.
On February 19, 1999, 359 shares ($5,389.31) of Inspire Insurance Solutions,
Inc. held by the Trust (Portfolio no. 11) were sold.
On February 19, 1999, 207 shares ($10,080.56) of Metzler Group, Inc. held by the
Trust (Portfolio no. 12) were sold.
On February 19, 1999, 1,088 shares ($3,753.47) of OrthoLogic Corp. held by the
Trust (Portfolio no. 13) were sold.
On February 19, 1999, 356 shares ($8,926.40) of Outdoor Systems, Inc. held by
the Trust (Portfolio no. 14) were sold.
On February 19, 1999, 319 shares ($2,894.83) of Radiant Systems, Inc. held by
the Trust (Portfolio no. 15) were sold.
On February 19, 1999, 931 shares ($7,343.01) of Spiegel, Inc. held by the Trust
(Portfolio no. 16) were sold.
On February 19, 1999, 303 shares ($4,529.69) of SS&C Technologies, Inc. held by
the Trust (Portfolio no. 17) were sold.
On February 19, 1999, 1,057 shares ($2,333.81) of Strategic Distribution, Inc.
held by the Trust (Portfolio no. 18) were sold.
On February 19, 1999, 286 shares ($12,926.76) of TSI International Software Ltd.
held by the Trust (Portfolio no. 19) were sold.
On February 19, 1999, 300 shares ($6,809.77) of United Payors & United
Providers, Inc. held by the Trust (Portfolio no. 20) were sold.
On March 10, 1999, 216 shares ($4,471.05) of ABR Information Services Inc. held
by the Trust (Portfolio no. 1) were sold.
828854.1
A-13
<PAGE>
On March 10, 1999, 916 shares ($42,088.79) of Ameritrade Holding Corp. held by
the Trust (Portfolio no. 2) were sold.
On March 10, 1999, 338 shares ($2,222.27) of BankUnited Financial Corp. held by
the Trust (Portfolio no. 3) were sold.
On March 10, 1999, 539 shares ($6,373.46) of Boston Communications Group, Inc.
held by the Trust (Portfolio no. 4) were sold.
On March 10, 1999, 384 shares ($6,748.57) of C-COR Electronics, Inc. held by the
Trust (Portfolio no. 5) were sold.
On March 10, 1999, 364 shares ($2,097.48) of Donna Karan International, Inc.
held by the Trust (Portfolio no. 6) were sold.
On March 10, 1999, 211 shares ($1,492.78) of EduTrek International, Inc. held by
the Trust (Portfolio no. 7) were sold.
On March 10, 1999, 749 shares ($2,677.59) of Ekco Group, Inc. held by the Trust
(Portfolio no. 8) were sold.
On March 10, 1999, 524 shares ($2,266.22) of FARO Technologies, Inc. held by the
Trust (Portfolio no. 9) were sold.
On March 10, 1999, 182 shares ($3,084.79) of Genesys Telecommunications
Laboratories, Inc. held by the Trust (Portfolio no. 10) were sold.
On March 10, 1999, 301 shares ($5,327.52) of Inspire Insurance Solutions, Inc.
held by the Trust (Portfolio no. 11) were sold.
On March 10, 1999, 173 shares ($6,716.50) of Metzler Group, Inc. held by the
Trust (Portfolio no. 12) were sold.
On March 10, 1999, 912 shares ($2,832.85) of OrthoLogic Corp. held by the Trust
(Portfolio no. 13) were sold.
On March 10, 1999, 299 shares ($8,394.15) of Outdoor Systems, Inc. held by the
Trust (Portfolio no. 14) were sold.
On March 10, 1999, 267 shares ($2,523.06) of Radiant Systems, Inc. held by the
Trust (Portfolio no. 15) were sold.
On March 10, 1999, 781 shares ($5,720.63) of Spiegel, Inc. held by the Trust
(Portfolio no. 16) were sold.
On March 10, 1999, 254 shares ($4,495.62) of SS&C Technologies, Inc. held by the
Trust (Portfolio no. 17) were sold.
On March 10, 1999, 886 shares ($2,047.83) of Strategic Distribution, Inc. held
by the Trust (Portfolio no. 18) were sold.
On March 10, 1999, 240 shares ($12,947.56) of TSI International Software Ltd.
held by the Trust (Portfolio no. 19) were sold.
828854.1
A-14
<PAGE>
On March 10, 1999, 252 shares ($6,161.19) of United Payors & United Providers,
Inc. held by the Trust (Portfolio no. 20) were sold.
828854.1
A-15
Report of Independent Accountants
To the Sponsor, Trustee and Certificateholders of
Equity Securities Trust, Series 18, Signature
Series, Zack's Fastest Growing Blue Chip Companies
Trust and Zack's Fastest Growing
Small Companies Trust
In our opinion, the accompanying statements of net assets, including the
portfolios of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Zack's Fastest Growing Blue Chip
Companies Trust and Zack's Fastest Growing Small Companies Trust (constituting
Equity Securities Trust, Series 18, Signature Series, hereafter referred to as
the "Trust") at December 31, 1998, and the results of each of their operations,
the changes in each of their net assets and the financial highlights for the
period May 6, 1998 (commencement of operations) through December 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1998 by correspondence with the Trustee, provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, MA
March 19, 1999
<PAGE>
<TABLE>
<CAPTION>
Equity Securities Trust, Series 18, Signature Series,
Zack's Fastest Growing Blue Chip Companies Trust
Portfolio
December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Percentage of Cost of Market
No. Shares Name of Issuer Trust (1) Securities (2) Value (3)
<S> <C> <C> <C> <C>
1 4,348 Allied Signal Inc. 9.94% $ 191,565 $192,671
2 1,874 American Express Company 9.88 196,662 191,617
3 3,784 The Boeing Company 6.37 181,274 123,453
4 2,556 The Coca-Cola Company 8.81 203,877 170,933
5 2,315 General Electric Company 12.18 200,902 236,275
6 2,744 Johnson & Johnson 11.87 196,695 230,153
7 2,005 Minnesota Mining & Manufacturing Co. 7.35 177,601 142,606
8 2,299 The Proctor & Gamble Company 10.83 197,450 209,926
9 3,813 Wal-Mart Stores, Inc. 16.01 212,823 310,521
10 4,367 The Walt Disney Company 6.76 102,767 131,010
-------- ------- ----------- ----------
30,105 Total Investment in Securities 100.00% $ 1,861,616 $1,939,165
======== ======= =========== ==========
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Equity Securities Trust, Series 18, Signature Series,
Zack's Fastest Growing Small Companies Trust
Portfolio
December 31, 1998
- ---------------------------------------------------------------------------------------------
Portfolio Percentage Cost of Market
No. Shares Name of Issuer of Trust(1) Securities(2) Value (3)
<S> <C> <C> <C> <C> <C> <C>
1 7,195 ABR Information Services Inc. 4.22% $190,650 $141,202
2 13,800 Ameritrade Holding Corp. 12.98 308,480 434,700
3 11,253 BankUnited Financial Corp. 2.69 155,467 90,024
4 17,911 Boston Communications Group, Inc. 6.95 189,992 232,843
5 12,754 C-COR Electronics, Inc. 5.24 198,643 175,368
6 12,094 Donna Karan International, Inc. 2.75 189,818 92,217
7 7,017 EduTrek International, Inc. 1.20 144,678 40,348
8 24,900 Ekco Group, Inc. 2.79 155,768 93,375
9 17,403 FARO Technologies, Inc. 2.08 183,796 69,612
10 6,048 Genesys Telecommunications 4.02 186,278 134,568
Laboratories, Inc.
11 9,343 Inspire Insurance Solutions, Inc. 5.13 191,862 171,678
12 5,766 Metzler Group, Inc. 8.38 187,961 280,732
13 30,310 OrthoLogic Corp. 3.03 190,991 101,349
14 9,304 Outdoor Systems, Inc. 8.33 280,283 279,119
15 8,880 Radiant Systems, Inc. 1.96 148,669 65,490
16 25,946 Spiegel, Inc. 4.45 168,649 149,189
17 8,447 SS&C Technologies, Inc. 3.12 190,553 104,532
18 29,441 Strategic Distribution, Inc. 2.14 196,919 71,762
19 7,987 TSI International Software Ltd. 11.42 200,156 382,378
20 8,370 United Payors & United Providers, Inc. 7.12 197,271 238,545
------- ------- ---------- ------------
274,169 Total Investment in Securities 100.00% $3,856,884 $3,349,031
======= ======= ========== ============
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series,
Footnotes to Portfolio
- --------------------------------------------------------------------------------
1. Based on the market value of the securities in the Trust.
2. See "Tax Status" in Part B of this Prospectus for a statement of the
Federal tax consequences to a Certificateholder upon the sale,
redemption or maturity of a security.
3. At December 31, 1998, the net unrealized appreciation (depreciation) of
all the securities was comprised of the following:
<TABLE>
<CAPTION>
Zack's Fastest Growing Blue Zack's Fastest Growing
Chip Companies Trust Small Companies Trust
<S> <C> <C>
Gross unrealized appreciation $ 208,354 $ 485,338
Gross unrealized depreciation (130,805) (993,191)
------------------ ------------------
Net unrealized appreciation (depreciation)
$ 77,549 $ (507,853)
================== ==================
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
Equity Securities Trust, Series 18, Signature Series
Statement of Net Assets
December 31, 1998
- --------------------------------------------------------------------------------
Zack's Fastest Zack's Fastest
Growing Blue Chip Growing Small
Companies Trust Companies Trust
Investments in Securities,
at Market Value (Cost $1,861,616
and $3,856,884, Respectively) $ 1,939,165 $ 3,349,031
------------- -------------
Other Assets
Cash 12,743 ---
------------- -------------
Total Other Assets 12,743 ---
------------- -------------
Liabilities
Advance from Trustee ---- 108,679
------------- -------------
Total Liabilities ---- 108,679
------------- -------------
Net Assets (200,660 and 399,909 Units of
Fractional Undivided Interest Outstanding,
$9.73 and $8.10 per Unit, Respectively) $1,951,908 $3,240,352
============= =============
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series,
Zack's Fastest Growing Blue Chip Companies Trust
Statement of Operations
- --------------------------------------------------------------------------------
For the Period
From May 6, 1998
(Date of Deposit) to
December 31, 1998
Investment Income
Dividends $ 12,863
-------------
Expenses
Trustee's Fees 4,560
Sponsor's Advisory Fee 315
-------------
Total Expenses 4,875
-------------
Net Investment Income 7,988
-------------
Realized and Unrealized Gain (Loss)
Realized (Loss) on Investments (66,182)
Unrealized Appreciation
on Investments 77,549
-------------
Net Gain on Investments 11,367
-------------
Net Increase
in Net Assets
Resulting From Operations $ 19,355
==============
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series,
Zack's Fastest Growing Small Companies Trust
Statement of Operations
- --------------------------------------------------------------------------------
For the Period
From May 6, 1998
(Date of Deposit) to
December 31, 1998
Investment Income
Dividends $ ----
-----------
Expenses
Trustee's Fees 8,742
Sponsor's Advisory Fee 732
-----------
Total Expenses 9,474
-----------
Net Investment Income (9,474)
-----------
Realized and Unrealized Gain (Loss)
Realized (Loss) on
Investments (476,545)
Unrealized (Depreciation)
on Investments (507,853)
-----------
Net (Loss) on Investments (984,398)
-----------
Net (Decrease)
in Net Assets
Resulting From Operations $ (993,872)
============
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series,
Zack's Fastest Growing Blue Chip Companies Trust
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
For the Period
From May 6, 1998
(Date of Deposit) to
December 31, 1998
Operations
Net Investment Income $ 7,988
Realized (Loss)
on Investments (66,182)
Unrealized Appreciation
on Investments 77,549
-----------
Net Increase in
Net Assets Resulting
From Operations 19,355
-----------
Distributions to Certificateholders
Investment Income 8,197
Redemptions
Interest 58
Principal 91,087
-----------
Total Distributions
and Redemptions 99,342
-----------
Total (Decrease) (79,987)
Value of Additional Units Acquired During
the Offering Period to Certificateholders 1,881,662
Net Assets
Beginning of Period (Date of Deposit) 150,233
-----------
End of Period (Including Distributions
in Excess of Net Investment
Income of ($267)) $ 1,951,908
============
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series,
Zack's Fastest Growing Small Companies Trust
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
For the Period
From May 6, 1998
(Date of Deposit) to
December 31, 1998
Operations
Net Investment Income $ (9,474)
Realized (Loss)
on Investments (476,545)
Unrealized (Depreciation)
on Investments (507,853)
----------------
Net (Decrease) in
Net Assets Resulting
From Operations (993,872)
----------------
Redemptions
Interest 1,766
Principal 370,245
----------------
Total Redemptions 372,011
----------------
Total (Decrease) (1,365,883)
Value of Additional Units Acquired During
the Offering Period to Certificateholders 4,455,607
Net Assets
Beginning of Period (Date of Deposit) 150,628
----------------
End of Period (Including Distributions
in Excess of Net Investment
Income of ($11,240)) $ 3,240,352
================
The accompanying notes form an integral part of the financial statements
<PAGE>
Equity Securities Trust, Series 18, Signature Series
Financial Highlights
- --------------------------------------------------------------------------------
Selected data for a unit of the Trust outstanding:*
For the Period
From May 6, 1998
(Date of Deposit) to
December 31, 1998
Zack's Fastest Growing
Blue Chip Companies Trust
----------------------------
Net Asset Value, Beginning of Period** (Date of Deposit) $ 9.61
---------
Dividend Income .12
Expenses (.05)
---------
Net Investment Income .07
---------
Net Gain or Loss on Investments(1) .13
---------
Total from Investment Operations .20
---------
Less Distributions
to Certificateholders
Income .08
for Redemptions
Interest ----
---------
Total Distributions .08
---------
Net Asset Value, End of Period** $ 9.73
=========
(1) Net gain or loss on investments is a result of changes in outstanding
units since May 6, 1998 and the dates of net gain and loss on
investments.
- ------------------
* Unless otherwise stated, based upon average units outstanding during the
period of 108,147 ([200,660 + 15,633]/2) for 1998.
** Based upon actual units outstanding
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series
Financial Highlights
- --------------------------------------------------------------------------------
Selected data for a unit of the Trust outstanding:*
For the Period
From May 6, 1998
(Date of Deposit) to
December 31, 1998
Zack's Fastest Growing
Small Companies Trust
Net Asset Value, Beginning of Period** (Date of Deposit) $ 9.61
-------------
Dividend Income ----
Expenses (.05)
-------------
Net Investment Income (.05)
-------------
Net Gain or Loss on Investments(1) (1.45)
-------------
Total from Investment Operations (1.50)
-------------
Less Redemptions
to Certificateholders
Interest .01
-------------
Total Redemptions .01
-------------
Net Asset Value, End of Period** $ 8.10
=============
(1) Net gain or loss on investments is a result of changes in outstanding
units since May 6, 1998 and the dates of net gain and loss on
investments.
- -------------------
* Unless otherwise stated, based upon average units outstanding during
the period of 207,792 ([399,909 + 15,674]/2) for 1998.
** Based upon actual units outstanding
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Series 18, Signature Series
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Organization
Equity Securities Trust, Series 18, Signature Series, Zack's Fastest
Growing Blue Chip Companies Trust and Zack's Fastest Growing Small
Companies Trust (collectively, the "Trust") was organized on May 6, 1998 by
Reich & Tang Distributors, Inc. under the laws of the State of New York by
a Trust Indenture and Agreement, and is registered under the Investment
Company Act of 1940. The objective of Zack's Fastest Growing Blue Chip
Companies Trust (the "Blue Chip Companies Trust") is to seek a total return
through a combination of capital appreciation and current dividend income.
The objective of Zack's Fastest Growing Small Companies Trust (the "Small
Companies Trust") is to seek capital appreciation.
2. Summary of Significant Accounting Policies
The following is a summary of significant accounting policies consistently
followed by the Trust in preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles
("GAAP"). The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual
amounts could differ from those estimates. Dividend income is recognized as
of the ex-dividend date.
Security Valuation
Investments are carried at market value which is determined by Kenny S&P
Evaluation Services, a business unit of J.J. Kenny Company, Inc., a
subsidiary of The McGraw-Hill Companies, Inc. The market value of the
portfolio is based upon the bid prices for the stocks at the end of the
year, which approximates the fair value of the security at that date,
except that the market value on the date of deposit represents the cost to
the Trust based on the offering prices for investments at that date. The
difference between cost and market value is reflected as unrealized
appreciation (depreciation) of investments. Securities transactions are
recorded on the trade date. Realized gains (losses) from securities
transactions are determined on the basis of average cost of the securities
sold.
<PAGE>
Equity Securities Trust, Series 18, Signature Series
Notes to Financial Statements
- --------------------------------------------------------------------------------
3. Income Taxes
No provision for federal income taxes has been made in the accompanying
financial statements because the Trust intends to continue to qualify for
the tax treatment applicable to Grantor Trusts under the Internal Revenue
Code. Under existing law, if the Trust so qualifies, it will not be subject
to federal income tax on net income and capital gains that are distributed
to unitholders.
4. Trust Administration
The Trustee has custody of assets and responsibility for the accounting
records and financial statements of the Trust and is responsible for
establishing and maintaining a system of internal control related thereto.
The Trustee is also responsible for all estimates of expenses and accruals
reflected in the Trust's financial statements.
The Trust Indenture and Agreement provides for dividend distributions twice
a year.
The Trust Indenture and Agreement further requires that proceeds received
from the disposition of securities, other than those securities sold in
connection with the redemption of units, be distributed to
Certificateholders.
The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. For the period ended December 31, 1998, 9,649 and 51,765 units
were redeemed, in the Blue Chip Companies Trust and in the Small Companies
Trust, respectively.
The Trust pays an annual fee for trustee services rendered by the Trustee
of $.91 per 100 units outstanding. In addition, a minimum fee of $5.00 is
paid to a service bureau for each portfolio valuation. For the period ended
December 31, 1998, the "Trustee's Fees" are comprised of Trustee fees of
$1,085 and $2,495, and other expenses of $3,475 and $6,247 for Blue Chip
Companies Trust and Small Companies Trust, respectively. The other expenses
include professional, printing and miscellaneous fees.
<PAGE>
Equity Securities Trust, Series 18, Signature Series
Notes to Financial Statements
- --------------------------------------------------------------------------------
5. Net Assets
At December 31, 1998, the net assets of the Trust represented the interest
of Certificateholders as follows:
<TABLE>
<CAPTION>
Blue Chip Small
Companies Trust Companies Trust
<S> <C> <C>
Original cost to Certificateholders $ 163,233 $ 163,628
Less Initial Gross Underwriting Commission 13,000 13,000
--------------- ------------
150,233 150,628
Cost of Additional Units Acquired During
the Offering Period to Certificateholders 1,881,662 4,455,607
Accumulated Cost of Securities Sold (170,279) (749,351)
Net Unrealized Appreciation (Depreciation) 77,549 (507,853)
Distributions in Excess of Net Investment Income (267) (11,240)
Undistributed (Distributions in Excess of)
Proceeds From Investments 13,010 (97,439)
--------------- ------------
Total $ 1,951,908 $ 3,240,352
=============== ============
</TABLE>
The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public offering
price net of the applicable sales charge on 15,633 and 15,674 units of
fractional undivided interest of Blue Chip Companies Trust and Small
Companies Trust, respectively, as of the date of deposit. An additional
194,676 and 436,000 units of fractional undivided interest of Blue Chip
Companies Trust and Small Companies Trust, respectively were issued during
the offering period.
<PAGE>
EQUITY SECURITIES TRUST,
SERIES 18, SIGNATURE SERIES,
ZACKS' FASTEST GROWING BLUE CHIP COMPANIES TRUST AND
ZACKS' FASTEST GROWING SMALL COMPANIES TRUST
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUSTS
ORGANIZATION. Equity Securities Trust, Series 18, Signature Series,
Zacks' Fastest Growing Blue Chip Companies Trust and Zacks' Fastest Growing
Small Companies Trust consists of two separate underlying unit investment trusts
designated as Zacks' Fastest Growing Blue Chip Companies Trust ("Blue Chip
Trust") and Zacks' Fastest Growing Small Companies Trust ("Small Companies
Trust") (each also referred to herein as the "Trust" and collectively as the
"Trusts"). The Trust was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement (the "Trust Agreement"), dated the
Initial Date of Deposit, between Reich & Tang Distributors, Inc., as Sponsor,
and The Chase Manhattan Bank, as Trustee.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee securities including common stock and funds and delivery statements
relating to contracts for the purchase of certain such securities (collectively,
the "Securities") with an aggregate value as set forth in Part A and cash or an
irrevocable letter of credit issued by a major commercial bank in the amount
required for such purchases. Thereafter the Trustee, in exchange for the
Securities so deposited, has registered on the registration books of the Trusts
evidence of the Sponsor's ownership of all Units of the Trusts. The Sponsor has
a limited right to substitute other securities in a Trust portfolio in the event
of a failed contract. See "The Trusts--Substitution of Securities." The Sponsor
may also, in certain circumstances, direct the Trustee to dispose of certain
Securities if the Sponsor believes that, because of market or credit conditions,
or for certain other reasons, retention of the Security would be detrimental to
Unitholders. See "Trust Administration Portfolio--Supervision."
As of the Initial Date of Deposit, a "Unit" represents an undivided
interest or pro rata share in the Securities of a Trust in the ratio of one
hundred Units for the indicated amount of the aggregate market value of the
Securities initially deposited in the Trust as is set forth in the "Summary of
Essential Information." As additional Units are issued by a Trust as a result of
the deposit of Additional Securities, as described below, the aggregate value of
the Securities in the Trust will be increased and the fractional undivided
interest in the Trust represented by each Unit will be decreased. To the extent
that any Units are redeemed by the Trustee, the fractional undivided interest or
pro rata share in such Trust represented by each unredeemed Unit will increase,
although the actual interest in such Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
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DEPOSIT OF ADDITIONAL SECURITIES. With the deposit of the Securities
in the Trusts on the Initial Date of Deposit, the Sponsor established a
proportionate relationship among the initial aggregate value of specified
Securities in the Trusts. During the 90 days subsequent to the Initial Date of
Deposit (the "Deposit Period"), the Sponsor may deposit additional Securities in
the Trusts that are substantially similar to the Securities already deposited in
the Trust ("Additional Securities"), contracts to purchase Additional Securities
or cash with instructions to purchase Additional Securities, in order to create
additional Units, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the Trust
portfolio on the Initial Date of Deposit. These additional Units, which will
result in an increase in the number of Units outstanding, will each represent,
to the extent practicable, an undivided interest in the same number and type of
securities of identical issuers as are represented by Units issued on the
Initial Date of Deposit. It may not be possible to maintain the exact original
proportionate relationship among the Securities deposited on the Initial Date of
Deposit because of, among other reasons, purchase requirements, changes in
prices, or unavailability of Securities. The composition of a Trust portfolio
may change slightly based on certain adjustments made to reflect the disposition
of Securities and/or the receipt of a stock dividend, a stock split or other
distribution with respect to such Securities, including Securities received in
exchange for shares or the reinvestment of the proceeds distributed to
Unitholders. Deposits of Additional Securities in a Trust subsequent to the
Deposit Period must replicate exactly the existing proportionate relationship
among the number of shares of Securities in the Trust portfolio. Substitute
Securities may be acquired under specified conditions when Securities originally
deposited in the Trusts are unavailable (see "The Trust--Substitution of
Securities" below).
OBJECTIVE. The objective of the Blue Chip Trust is to seek total
return through a combination of capital appreciation and current dividend
income. The Blue Chip Trust seeks to achieve its objective by selecting the ten
common stocks from among the thirty stocks comprising the DJIA which are
expected to experience the greatest earnings per share growth, as selected by
Zacks. Zacks will seek to create a portfolio of stocks which tries to outperform
both the DJIA and the "dogs of the Dow" over a two-year period. The "dogs of the
Dow" refers to the ten highest yielding stocks of the 30 stocks listed on the
DJIA. The objective of the Small Companies Trust is to seek capital
appreciation. The Small Companies Trust seeks to achieve its objective by
selecting twenty common stocks from among the companies which are expected to
experience the greatest earnings per share growth, as selected by Zacks. Zacks
will seek to develop a portfolio of twenty stocks that outperforms the Russell
2000(R) Index over a two-year period. The Russell 2000(R) Index is a widely
regarded small cap index consisting of 2000 small cap stocks and, as of the date
of this Prospectus, has a total market capitalization range of $162 million to
$1.0 billion. The Sponsor can not give any assurance that the Trusts' objectives
will be achieved. Projected earnings growth for a company is based on estimates
compiled by approximately 3000 analysts employed by 230 US brokerage firms on
what a company's corporate earnings will be in one-to-two years from the Date of
Deposit. The name "Dow Jones Industrial Average" is the property of Dow Jones &
Company, Inc., and the name Russell 2000(R) Index is the property of the Frank
Russell Company, neither of which are affiliated with the Sponsor and have not
participated in any way in the creation of the Trusts or in the selection of the
stocks included in the Trusts and have not reviewed or approved any information
included in this Prospectus. Neither the Dow Jones & Company, Inc. nor the Frank
Russell Company Inc. granted to the Trusts or the Sponsor a license to use the
Dow Jones Industrial Average or the Russell 2000(R) Index, respectively. As used
herein, the term "Securities" means the common stocks initially deposited in the
Trusts and described in "Portfolio" in Part A and any additional securities
acquired and held by the Trusts pursuant to the provisions of the Indenture.
Further, the Securities may appreciate or depreciate in value, dependent upon
the full range of economic and market influences affecting corporate
profitability, the financial condition of issuers and the price of equity
securities in general and the Securities in particular. Therefore, there is no
guarantee that the objectives of the Trusts will be achieved. All of the
Securities in a Trust are listed on a U.S. Stock exchange (or the
over-the-counter-exchange with respect to the Small Companies Trust).
The Trusts will terminate in approximately one year, at which time
investors may choose to either receive the distributions in kind (if they own at
least 2,500 Units), in cash or reinvest in a subsequent series of Equity
Securities Trust (if available) at a reduced sales charge. Since the Sponsor may
deposit additional Securities in connection with the sale of additional Units,
the yields on these Securities may change subsequent to the Initial Date of
Deposit. Further, the Securities may appreciate or depreciate in value,
dependent upon the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers and the prices of
equity securities in general and the Securities in particular.
Therefore, there is no guarantee that the objective of a Trust will be achieved.
THE SECURITIES. The stocks selected by Zacks are based on projected
earnings per share ("EPS") growth estimated by Wall Street analysts. Zacks uses
EPS estimates made by over 3,000 analysts employed by 230 U.S. brokerage
696012.7
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firms and are based on expectations made by such analysts as to what a company
expects to earn one-to-two years in the future. Zacks then formulates a
consensus of such analysts' expectations of EPS growth. Zacks adjusts the EPS
growth rate based on the level of consensus among the analysts making the EPS
estimates. The result is that stocks are selected by Zacks for each Trust based
on the criteria that such stocks have a high projected earnings growth and that
such EPS growth is supported by a strong consensus among the analysts regarding
that growth. Zacks then selects for the Blue Chip Trust those ten companies from
the DJIA projected to grow the fastest applying the EPS strategy described
above. The stocks selected in the Blue Chip Trust are among the most well known
and highly capitalized companies in America. The selection process of the
companies comprising the Small Companies Trust is the same except that the
companies (i) must have at least $100 million in market capitalization and not
be widely followed by Wall Street analysts (i.e., only 2 or 3 analysts follow
such company), (ii) must have projections of profitability in the following year
and (iii) must have estimated EPS growth of 5(cent) per share. In addition,
Zacks eliminates (i) all foreign securities and ADRs and (ii) stocks of
companies which are currently pending the consummation of a publicly announced
acquisition. Zacks then selects for the Small Companies Trust those twenty
companies projected to grow the fastest applying the EPS strategy described
above.
The Trustee has not participated and will not participate in the
selection of Securities for the Trusts, and neither the Sponsor, Zacks nor the
Trustee will be liable in any way for any default, failure or defect in any
Securities.
The contracts to purchase Securities deposited initially in a Trust
are expected to settle in three business days, in the ordinary manner for such
Securities. Settlement of the contracts for Securities is thus expected to take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.
SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any
Security that has been purchased for the Trusts under a contract ("Failed
Securities"), the Sponsor is authorized under the Trust Agreement to direct the
Trustee to acquire other securities ("Substitute Securities") to make up the
original corpus of the Trust.
The Substitute Securities must be purchased within 20 days after the
delivery of the notice of the failed contract. Where the Sponsor purchases
Substitute Securities in order to replace Failed Securities, the purchase price
may not exceed the purchase price of the Failed Securities and the Substitute
Securities must be substantially similar to the Securities originally contracted
for and not delivered.
Whenever a Substitute Security has been acquired for the Trust, the
Trustee shall, within five days thereafter, notify all Unitholders of the Trust
of the acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the Failed
Security exceeded the cost of the Substitute Security plus accrued interest, if
any.
In the event no reinvestment is made, the proceeds of the sale of
Securities will be distributed to Unitholders as set forth under "Rights of
Unitholders--Distributions." In addition, if the right of substitution shall not
be utilized to acquire Substitute Securities in the event of a failed contract,
the Sponsor will cause to be refunded the sales charge attributable to such
Failed Securities to all Unitholders, and distribute the principal and
dividends, if any, attributable to such Failed Securities on the next
Distribution Date.
RISK CONSIDERATIONS
FIXED PORTFOLIO. The value of the Units will fluctuate depending on
all of the factors that have an impact on the economy and the equity markets.
These factors similarly impact the ability of an issuer to distribute dividends.
Unlike a managed investment company in which there may be frequent changes in
the portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trusts, are not subject to
such frequent changes based upon continuous analysis. All the Securities in the
Trusts are liquidated or distributed during the Liquidation Period. Since the
Trusts will not sell Securities in response to ordinary market fluctuation, but
only at a Trust's termination, the amount realized upon the sale of the
Securities may not be the highest price attained by an individual Security
during the life of the Trust. Some of the Securities in the Trusts may also be
owned by other clients of the Sponsor and their affiliates. However, because
these clients may have differing investment objectives, the Sponsor may sell
certain Securities from those accounts in instances where a sale by a Trust
would be impermissible, such as to maximize return by
696012.7
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<PAGE>
taking advantage of market fluctuations. Investors should consult with their own
financial advisers prior to investing in a Trust to determine its suitability.
(See "Trust Administration--Portfolio Supervision" below.)
ADDITIONAL SECURITIES. Investors should be aware that in connection
with the creation of additional Units subsequent to the Initial Date of Deposit,
the Sponsor may deposit Additional Securities, contracts to purchase Additional
Securities or cash with instructions to purchase Additional Securities, in each
instance maintaining the original proportionate relationship, subject to
adjustment under certain circumstances, of the numbers of shares of each
Security in the Trust. To the extent the price of a Security increases or
decreases between the time cash is deposited with instructions to purchase the
Security and the time the cash is used to purchase the Security, Units may
represent less or more of that Security and more or less of the other Securities
in the Trust. In addition, brokerage fees (if any) incurred in purchasing
Securities with cash deposited with instructions to purchase the Securities will
be an expense of the Trust. Price fluctuations between the time of deposit and
the time the Securities are purchased, and payment of brokerage fees, will
affect the value of every Unitholder's Units and the Income per Unit received by
the Trust. In particular, Unitholders who purchase Units during the initial
offering period would experience a dilution of their investment as a result of
any brokerage fees paid by the Trust during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trust will try to purchase Securities as near as possible to the Evaluation
Time or at prices as close as possible to the prices used to evaluate Trust
Units at the Evaluation Time. In addition, subsequent deposits to create such
additional Units will not be covered by the deposit of a bank letter of credit.
In the event that the Sponsor does not deliver cash in consideration for the
additional Units delivered, the Trust may be unable to satisfy its contracts to
purchase the Additional Securities without the Trustee selling underlying
Securities. Therefore, to the extent that the subsequent deposits are not
covered by a bank letter of credit, the failure of the Sponsor to deliver cash
to the Trust, or any delays in the Trust receiving such cash, would have
significant adverse consequences for the Trust.
COMMON STOCK. Since the Trusts contain primarily common stocks of
domestic issuers, an investment in Units of a Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units). Additional risks include risks
associated with the right to receive payments from the issuer which is generally
inferior to the rights of creditors of, or holders of debt obligations or
preferred stock issued by the issuer. Holders of common stocks have a right to
receive dividends only when, if, and in the amounts declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.
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 debt securities. The issuance of debt securities or even preferred
stock by an issuer 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 economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), common stocks have neither fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in 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 value of the common stocks
in the Trust thus 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.
SMALL CAPITALIZATION STOCK. Investing in small capitalization stocks
may involve greater risk than investing in medium and large capitalization
stocks, since they can be subject to more abrupt or erratic price movements.
696012.7
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<PAGE>
Small market capitalization companies ("Small-Cap Companies") are generally
those with market capitalizations of $1 billion or less at the time of the
Trusts' investment. Many Small-Cap Companies will have had their securities
publicly traded, if at all, for only a short period of time and will not have
had the opportunity to establish a reliable trading pattern through economic
cycles. The price volatility of Small-Cap Companies is relatively higher than
larger, older and more mature companies. The greater price volatility of
Small-Cap Companies may result from the fact that there may be less market
liquidity, less information publicly available or fewer investors who monitor
the activities of these companies. In addition, the market prices of these
securities may exhibit more sensitivity to changes in industry or general
economic conditions. Some Small-Cap Companies will not have been in existence
long enough to experience economic cycles or to demonstrate whether they are
sufficiently well managed to survive downturns or inflationary periods. Further,
a variety of factors may affect the success of a company's business beyond the
ability of its management to prepare or compensate for them, including domestic
and international political developments, government trade and fiscal policies,
patterns of trade and war or other military conflict which may affect industries
or markets or the economy generally.
YEAR 2000 ISSUE. Many existing computer programs use only two digits
to identify a year in the date field and were designed and developed without
considering the impact of the upcoming change in the century. Therefore, for
example, the year "2000" would be incorrectly identified as the year "1900". If
not corrected, many computer applications could fail or create erroneous results
by or at the Year 2000, requiring substantial resources to remedy. The Sponsor
and Trustee believe that the "Year 2000" problem is material to their business
and operations and could have a material adverse effect on the Sponsor's and the
Trustee's results of operations and, in turn, cash available for distribution by
the Trustee. Although the Sponsor and the Trustee are addressing the problem
with respect to their business operations, there can be no assurance that the
"Year 2000" problem will be properly or timely resolved. The "Year 2000" problem
may also adversely affect issuers of the Securities contained in the Trust to
varying degrees based upon various factors. The Sponsor is unable to predict
what effect, if any, the "Year 2000" problem will have on such issuers.
LEGISLATION. From time to time Congress considers proposals to reduce
the rate of the dividends-received deduction available to certain corporations.
Enactment into law of a proposal to reduce the rate would adversely affect the
after-tax return to investors who can take advantage of the deduction. Further,
at any time after the Initial Date of Deposit, legislation may be enacted, with
respect to the Securities in the Trust or the issuers of the Securities.
Changing approaches to regulation, particularly with respect to the environment
or with respect to the petroleum industry, may have a negative impact on certain
companies represented in the Trust. There can be no assurance that future
legislation, regulation or deregulation will not have a material adverse effect
on the Trust or will not impair the ability of the issuers of the Securities to
achieve their business goals.
LEGAL PROCEEDINGS AND LITIGATION. At any time after the Initial Date
of Deposit, legal proceedings may be initiated on various grounds, or
legislation may be enacted, with respect to the Securities in the Trust or to
matters involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation will not have a material
adverse impact on the Trust or will not impair the ability of the issuers of the
Securities to achieve their business and investment goals.
GENERALLY. There is no assurance that any dividends will be declared
or paid in the future on the Securities. Investors should be aware that there is
no assurance that the Trust's objective will be achieved.
PUBLIC OFFERING
OFFERING PRICE. In calculating the Public Offering Price, the
aggregate value of the Securities is determined in good faith by the Trustee on
each "Business Day" as defined in the Indenture in the following manner: because
the Securities are listed on a national securities exchange, this evaluation is
based on the closing sale prices on that exchange as of the Evaluation Time
(unless the Trustee deems these prices inappropriate as a basis for valuation).
If the Trustee deems these prices inappropriate as a basis for evaluation, then
the Trustee may utilize, at a Trust's expense, an independent evaluation service
or services to ascertain the values of the Securities. The independent
evaluation service shall use any of the following methods, or a combination
thereof, which it deems appropriate: (a) on the basis of current bid prices for
comparable securities, (b) by appraising the value of the Securities on the bid
side of the market or by such other appraisal deemed appropriate by the Trustee
or (c) by any combination of the above, each as of the Evaluation Time.
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VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount
from the Public Offering Price during the initial public offering based upon the
number of Units purchased. This volume discount will result in a reduction of
the sales charge applicable to such purchases. The amount of the volume discount
and the approximate reduced sales charge on the Public Offering Price applicable
to such purchases are as follows:
NUMBER OF UNITS APPROXIMATE REDUCED SALES CHARGE
5,000 but less than 10,000 3.65%
10,000 but less than 25,000 3.40%
25,000 but less than 50,000 2.90%
50,000 but less than 100,000 2.40%
For transactions of at least 100,000 Units or more, the Sponsor
intends to negotiate the applicable sales charge and such charge will be
disclosed to any such purchaser. The Sponsor reserves the right to change the
discounts from time to time.
These discounts will apply to all purchases of Units by the same
purchaser during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount provided that such purchaser must own at least the required number of
Units at the time such determination is made. Units held in the name of the
spouse of the purchaser or in the name of a child of the purchaser under 21
years of age are deemed for the purposes hereof to be registered in the name of
the purchaser. The discount is also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.
The holders of units of prior series of Equity Securities Trusts (the
"Prior Series") may "rollover" into this Trust by exchanging units of the Prior
Series for Units of the Trust at their relative net asset values, subject to a
reduced sales charge of 2.90%. An exchange of a Prior Series for Units of the
Trust will generally be a taxable event. The rollover option described herein
will also be available to investors in the Prior Series who elect to purchase
Units of the Trust within 60 days of their liquidation of units in the Prior
Series (see "Trust Termination").
Employees (and their immediate families) of Reich & Tang
Distributors, Inc. (and its affiliates) and of the special counsel to the
Sponsor, may, pursuant to employee benefit arrangements, purchase Units of a
Trust at a price equal to the aggregate value of the underlying securities in
the Trust during the initial offering period, divided by the number of Units
outstanding at no sales charge. Such arrangements result in less selling effort
and selling expenses than sales to employee groups of other companies. Resales
or transfers of Units purchased under the employee benefit arrangements may only
be made through the Sponsor's secondary market, so long as it is being
maintained.
Investors in any open-end management investment company or unit
investment trust that have purchased their investment within a five-year period
prior to the date of this Prospectus can purchase Units of the Trust in an
amount not greater in value than the amount of said investment made during this
five-year period at a reduced sales charge of 2.90% of the public offering
price.
Units may be purchased in the primary or secondary market (including
purchases by Rollover Unitholders) at the Public Offering Price (for purchases
which do not qualify for a volume discount) less the concession the Sponsor
typically allows to brokers and dealers for purchases (see "Public
Offering--Distribution of Units") by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management service, or provide such
services in connection with the establishment of an investment account for which
a comprehensive "wrap fee" charge is imposed, (2) bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, (3) any person who, for at least 90 days, has been an officer,
director or bona fide employee of any firm offering Units for sale to investors
or their immediate family members (as described above) and (4) officers and
directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates. Notwithstanding anything to the
contrary in this Prospectus, such investors, bank trust
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departments, firm employees and bank holding company officers and directors who
purchase Units through this program will not receive the volume discount.
DISTRIBUTION OF UNITS. During the initial offering period and
thereafter to the extent additional Units continue to be offered by means of
this Prospectus, Units will be distributed by the Sponsor and dealers at the
Public Offering Price. The initial offering period is thirty days after each
deposit of Securities in the Trust and the Sponsor may extend the initial
offering period for successive thirty day periods. Certain banks and thrifts
will make Units of the Trust available to their customers on an agency basis. A
portion of the sales charge paid by their customers is retained by or remitted
to the banks. Under the Glass-Steagall Act, banks are prohibited from
underwriting Units; however, the Glass- Steagall Act does permit certain agency
transactions and the banking regulators have indicated that these particular
agency transactions are 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.
The Sponsor intends to qualify the Units for sale in substantially
all States through dealers who are members of the National Association of
Securities Dealers, Inc. Units may be sold to dealers at prices which represent
a concession of up to 2.5% per Unit, subject to the Sponsor's right to change
the dealers' concession from time to time. In addition, for transactions of at
least 100,000 Units or more, the Sponsor intends to negotiate the applicable
sales charge and such charge will be disclosed to any such purchaser. Such Units
may then be distributed to the public by the dealers at the Public Offering
Price then in effect. The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units. The Sponsor reserves the right to
change the discounts from time to time.
Broker-dealers of the Trust, banks and/or others are eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their registered representatives who have sold a minimum
number of units of unit investment trusts created by the Sponsor during a
specified time period. In addition, at various times the Sponsor may implement
other programs under which the sales forces of brokers, dealers, banks and/or
others may be eligible to win other nominal awards for certain sales efforts or
under which the Sponsor will reallow to any such brokers, dealers, banks and/or
others that sponsor sales contests or recognition programs conforming to
criteria established by the Sponsor, or participate in sales programs sponsored
by the Sponsor, an amount not exceeding the total applicable sales charges on
the sales generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to time pursuant to
objective criteria established by the Sponsor pay fees to qualifying brokers,
dealers, banks and/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 Sponsor out of their 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.
SPONSOR'S PROFITS. The Sponsor will receive a combined gross
underwriting commission equal to up to 4.1% of the Public Offering Price per 100
Units (equivalent to 4.275% of the net amount invested in the Securities) for
the Blue Chip Trust and up to 3.9% of the Public Offering Price per 100 Units
(equivalent to 4.058% of the net amount invested in the Securities) for the
Small Companies Trust. Additionally, the Sponsor may realize a profit on the
deposit of the Securities in the Trust representing the difference between the
cost of the Securities to the Sponsor and the cost of the Securities to the
Trust (See "Portfolio"). The Sponsor may realize profits or sustain losses with
respect to Securities deposited in the Trust which were acquired from
underwriting syndicates of which they were a member. All or a portion of the
Securities initially deposited in the Trust may have been acquired through the
Sponsor.
During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, the
Underwriter may also realize profits or sustain losses as a result of
fluctuations after the Initial Date of Deposit in the aggregate value of the
Securities and hence in the Public Offering Price received by the Sponsor for
the Units. Cash, if any, made available to the Sponsor prior to settlement date
for the purchase of Units may be used in the Sponsor's business subject to the
limitations of 17 CFR 240.15c3-3 under the Securities Exchange Act of 1934 and
may be of benefit to the Sponsor.
Both upon acquisition of Securities and termination of the Trust, the
Trustee may utilize the services of the Sponsor for the purchase or sale of all
or a portion of the Securities in the Trust. The Sponsor may receive brokerage
commissions from the Trust in connection with such purchases and sales in
accordance with applicable law.
696012.7
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In maintaining a market for the Units (see "Sponsor Repurchase") the
Sponsor will realize profits or sustain losses in the amount of any difference
between the price at which it buys Units and the price at which it resells such
Units.
RIGHTS OF UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of a Trust will not be
evidenced by Certificates. All evidence of ownership of the Units will be
recorded in book-entry form at the Depository Trust Company ("DTC") through an
investor's brokerage account. Units held through DTC will be deposited by the
Sponsor with DTC in the Sponsor's DTC account and registered in the nominee name
CEDE & COMPANY. Individual purchases of beneficial ownership interest in the
Trust may be made in book-entry form through DTC. Ownership and transfer of
Units will be evidenced and accomplished directly and indirectly by book-entries
made by DTC and its participants. DTC will record ownership and transfer of the
Units among DTC participants and forward all notices and credit all payments
received in respect of the Units held by the DTC participants. Beneficial owners
of Units will receive written confirmation of their purchase and sale from the
broker-dealer or bank from whom their purchase was made. Units are transferable
by making a written request properly accompanied by a written instrument or
instruments of transfer which should be sent registered or certified mail for
the protection of the Unit Holder. Holders must sign such written request
exactly as their names appear on the records of the Trust. Such signatures must
be guaranteed by a commercial bank or trust company, savings and loan
association or by a member firm of a national securities exchange.
DISTRIBUTIONS. Dividends received by the Trust are credited by the
Trustee to an Income Account for the Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for the
Trust.
Distributions to each Unitholder from the Income Account are computed
as of the close of business on each Record Date for the following payment date
and consist of an amount substantially equal to such Unitholder's pro rata share
of the income credited to the Income Account, less expenses. Distributions from
the Principal Account of the Trust (other than amounts representing failed
contracts, as previously discussed) will be computed as of each Record Date, and
will be made to the Unitholders of the Trust on or shortly after the
Distribution Date. Proceeds representing principal received from the disposition
of any of the Securities between a Record Date and a Distribution Date which are
not used for redemptions of Units will be held in the Principal Account and not
distributed until the next Distribution Date. Persons who purchase Units between
a Record Date and a Distribution Date will receive their first distribution on
the Distribution Date after such purchase.
As of each Record Date, the Trustee will deduct from the Income
Account of the Trust, and, to the extent funds are not sufficient therein, from
the Principal Account of the Trust, amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Trust Expenses and Charges").
The Trustee also may withdraw from said accounts such amounts, if any, as it
deems necessary to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of the Trust. Amounts so withdrawn
shall not be considered a part of such Trust's assets 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 Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.
The dividend distribution per 100 Units, if any, cannot be
anticipated and may be paid as Securities are redeemed, exchanged or sold, or as
expenses of the Trust fluctuate. No distribution need be made from the Income
Account or the Principal Account until the balance therein is an amount
sufficient to distribute $1.00 per 100 Units.
RECORDS. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of dividends and interest, if any,
and the amount of other receipts, if any, which are being distributed, expressed
in each case as a dollar amount per 100 Units. Within a reasonable time after
the end of each calendar year, the Trustee will furnish to each person who at
any time during the calendar year was a Unitholder of record, a statement
showing (a) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any, deductions for applicable taxes and fees and expenses of the
Trust, 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 100 Units outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes
696012.7
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<PAGE>
and fees and expenses of the Trust, amounts paid for purchases of Substitute
Securities and redemptions of Units, if any, 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 100 Units outstanding
on the last business day of such calendar year; (c) a list of the Securities
held, a list of Securities purchased, sold or otherwise disposed of during the
calendar year and the number of Units outstanding on the last business day of
such calendar year; (d) the Redemption Price per 100 Units based upon the last
computation thereof made during such calendar year; and (e) amounts actually
distributed to Unitholders during such calendar year from the Income and
Principal Accounts, separately stated, of the Trust, expressed both as total
dollar amounts and as dollar amounts representing the pro rata share of each 100
Units outstanding on the last business day of such calendar year.
The Trustee shall keep available for inspection by Unitholders at all
reasonable times during usual business hours, books of record and account of its
transactions as Trustee, including records of the names and addresses of
Unitholders, a current list of Securities in the portfolio and a copy of the
Trust Agreement.
TAX STATUS
The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition of the Units
by U.S. citizens and residents and corporations organized in the United States.
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").
In rendering the opinion set forth below, Battle Fowler LLP has
examined the Agreement, the final form of Prospectus dated the date hereof and
the documents referred to therein, among others, and has relied on the validity
of said documents and the accuracy and completeness of the facts set forth
therein. In the opinion of Battle Fowler LLP, special counsel for the Sponsor,
under existing law:
1. Each Trust will be classified as a grantor trust for
Federal income tax purposes and not as a partnership or association
taxable as a corporation. Classification of a Trust as a grantor
trust will cause the Trust not to be subject to Federal income tax,
and will cause the Unitholders of the Trust to be treated for Federal
income tax purposes as the owners of a pro rata portion of the assets
of the Trust. All income received by the Trust will be treated as
income of the Unitholders in the manner set forth below.
2. Each Trust is not subject to the New York Franchise Tax
on Business Corporations or the New York City General Corporation
Tax. For a Unitholder who is a New York resident, however, a pro rata
portion of all or part of the income of a Trust will be treated as
income of the Unitholder under the income tax laws of the State and
City of New York. Similar treatment may apply in other states.
3. During the 90-day period subsequent to the initial
issuance date, the Sponsor reserves the right to deposit Additional
Securities that are substantially similar to those establishing a
Trust. This retained right falls within the guidelines promulgated by
the IRS and should not affect the taxable status of a Trust.
A taxable event will generally occur with respect to each Unitholder
when a Trust disposes of a Security (whether by sale, exchange or redemption) or
upon the sale, exchange or redemption of Units by the Unitholder. The price a
Unitholder pays for its Units, including sales charges, is allocated among its
pro rata portion of each Security held by the Trust (in proportion to the fair
market values thereof on the date the Unitholder purchases its Units) in order
to determine its initial cost for its pro rata portion of each Security held by
the Trust.
For Federal income tax purposes, a Unitholder's pro rata portion of
dividends paid with respect to a Security held by a Trust is taxable as ordinary
income to the extent of the issuing corporation's current or accumulated
earnings and profits. A Unitholder's pro rata portion of dividends paid on a
Security that exceed such current or accumulated earnings and profits will first
reduce a Unitholder's tax basis in the Security, and to the extent that the
dividends exceed a Unitholder's tax basis in the Security will generally be
treated as capital gain.
696012.7
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<PAGE>
A Unitholder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital gain and will be long-term if the Unitholder
has held its Units (and the Trust has held the Securities) for more than one
year. Capital gains are generally taxed at the same rates applicable to ordinary
income, although non-corporate Unitholders who realize long-term capital gains
with respect to Units may be subject to a reduced tax rate of 20%, rather than
the regular maximum tax rate of 39.6%. Tax rates may increase prior to the time
when Unitholders may realize gains from the sale, exchange or redemption of the
Units or Securities.
A Unitholder will be subject to tax on their shares of dividends or
capital gains realized with respect to the Securities held by a Trust whether
those amounts are received by the Unitholder in cash or reinvested pursuant to
the Reinvestment Plan.
A Unitholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by a Trust will generally be
considered a capital loss and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
losses are deductible to the extent of capital gains; in addition, up to $3,000
of capital losses ($1,500 in the case of married individuals filing separately)
recognized by non-corporate Unitholders may be deducted against ordinary income.
An individual Unitholder that itemizes its deductions may also deduct
its pro rata share of the fees and expenses of a Trust, but only to the extent
that such amounts, together with the Unitholder's other miscellaneous
deductions, exceed 2% of its adjusted gross income. The deduction of fees and
expenses may also be limited by Section 68 of the Code, which reduces the amount
of itemized deductions that are allowed for individuals with incomes in excess
of certain thresholds.
After the end of each calendar year, the Trustee will furnish to each
Unitholder an annual statement containing information relating to the dividends
received by the Trust on the Securities, the gross proceeds received by a Trust
from the disposition of any Security, and the fees and expenses paid by the
Trust. The Trustee will also furnish annual information returns to each
Unitholder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to its pro rata portion of dividends
taxable as ordinary income received by a Trust from a domestic corporation or
from a qualifying foreign corporation in the same manner as if such corporation
directly owned the Securities paying such dividends. 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) during the 90-day period beginning on the date that
is 45 days before the date on which the stock becomes ex-dividend. Moreover, the
allowable percentage of the deduction will be reduced if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. The dividends received deduction is
currently 70%. Congress from time to time considers proposals to reduce this
percentage.
As discussed in the section "Termination", each Unitholder may have
three options in receiving its termination distributions, which are (i) to
receive its pro rata share of the underlying Securities in kind, (ii) to receive
cash upon liquidation of its pro rata share of the underlying Securities, or
(iii) to invest the amount of cash it would receive upon the liquidation of its
pro rata share of the underlying Securities in units of a future series of the
Trusts (if one is offered). A Unitholder that chooses option (i) should be
treated as merely exchanging its undivided pro rata ownership of Securities held
by the Trust for sole ownership of a proportionate share of Securities, and
therefore the transaction should be tax free to the extent Securities are
received. Alternatively, the transaction may be treated as an exchange that
would qualify for nonrecognition treatment to the extent the Unitholder is
exchanging its undivided interest in all of the Trust's Securities for its
proportionate number of shares of the underlying Securities. In either instance,
the transaction should result in a non-
696012.7
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<PAGE>
taxable event for the Unitholder to the extent Securities are received. However,
there is no specific authority addressing the income tax consequences of an
in-kind distribution from a grantor trust.
Tax Exempt Investors
_____________________
Entities that generally qualify for an exemption from Federal income
tax, such as many pension trusts, are nevertheless taxed under Section 511 of
the Code on unrelated business taxable income. Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt entity
that is unrelated to the entity's exempt purpose. Unrelated business taxable
income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from property that is
debt-financed or is dealer property. A tax-exempt entity's dividend income from
the Trust and gain from the sale of Units in the Trust or the Trust's sale of
Securities is not expected to constitute unrelated business taxable income to
such tax-exempt entity unless the acquisition of the Unit itself is
debt-financed or constitutes dealer property in the hands of the tax-exempt
entity.
Before investing in a Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit-sharing retirement plan) should
consider among other things (a) whether the investment is prudent under the
Employee Retirement Income Security Act of 1974 ("ERISA"), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trust; (b) whether the investment satisfies the diversification
requirement of Section 404(a)(1)(C) of ERISA; and (c) whether the assets of the
Trust are deemed "plan assets" under ERISA and the Department of Labor
regulations regarding the definition of "plan assets."
Prospective investors are urged to consult their own tax advisers
concerning the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units prior to investing in the Trusts.
LIQUIDITY
SPONSOR REPURCHASE. Unitholders who wish to dispose of their Units
should inquire of the Sponsor as to current market prices prior to making a
tender for redemption. The aggregate value of the Securities will be determined
by the Trustee on a daily basis and computed on the basis set forth under
"Trustee Redemption." The Sponsor does not guarantee the enforceability,
marketability or price of any Securities in a Portfolio or of the Units. The
Sponsor may discontinue the repurchase of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed to be
the date on which redemption requests are received in proper form by Reich &
Tang Distributors, Inc., 600 Fifth Avenue, New York, New York 10020. Units
tendered by redemption requests received after 4 P.M., New York Time, will be
deemed to have been repurchased on the next business day. In the event a market
is not maintained for the Units, a Unitholder may be able to dispose of Units
only by tendering them to the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate value of the
Securities in the Trust plus a 4.1% sales charge (or 4.275% of the net amount
invested) for the Blue Chip Trust and a 3.9% sales charge (or 4.058% of the net
amount invested) for the Small Companies Trust, plus a pro rata portion of
amounts, if any, in the Income Account. Any Units that are purchased by the
Sponsor in the secondary market also may be redeemed by the Sponsor if it
determines such redemption to be in its best interest.
The Sponsor may, under certain circumstances, as a service to
Unitholders, elect to purchase any Units tendered to the Trustee for redemption
(see "Trustee Redemption"). Factors which the Sponsor will consider in making a
determination will include the number of Units of all Trusts which it has in
inventory, its estimate of the salability and the time required to sell such
Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (three calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Unitholder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.
TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the
business day preceding the commencement of the Liquidation Period (approximately
two years from the Initial Date of Deposit), Units may also be tendered to the
Trustee for redemption upon payment of any relevant tax by contacting the
Sponsor, broker, dealer or financial institution holding such Units in street
name. In certain instances, additional documents may be required, such as
696012.7
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<PAGE>
trust instrument, certificate of corporate authority, certificate of death or
appointment as executor, administrator or guardian. At the present time there
are no specific taxes related to the redemption of Units. No redemption fee will
be charged by the Sponsor or the Trustee. Units redeemed by the Trustee will be
canceled.
Within three business days following a tender for redemption, the
Unitholder will be entitled to receive an amount for each Unit tendered equal to
the Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. 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 close of trading on the New
York Stock Exchange (4:00 p.m. Eastern Time), the date of tender is the next day
on which such Exchange is open for trading, and such Units will be deemed to
have been tendered to the Trustee on such day for redemption at the Redemption
Price computed on that day.
A Unitholder will receive his redemption proceeds in cash and amounts
paid on redemption shall be withdrawn from the Income Account, or, if the
balance therein is insufficient, from the Principal Account. All other amounts
paid on redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, could result in a sale of Securities by the Trustee at
a loss. To the extent Securities are sold, the size and diversity of a Trust
will be reduced. The Securities to be sold will be selected by the Trustee in
order to maintain, to the extent practicable, the proportionate relationship
among the number of shares of each Stock. Provision is made in the Indenture
under which the Sponsor may, but need not, specify minimum amounts in which
blocks of Securities are to be sold in order to obtain the best price for the
Trust. While these minimum amounts may vary from time to time in accordance with
market conditions, the Sponsor believes that the minimum amounts which would be
specified would be approximately 100 shares for readily marketable Securities.
The Redemption Price per Unit is the pro rata share of the Unit in a
Trust determined by the Trustee on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected, (ii) the value of the
Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution to
Unitholders of record as of the business day prior to the evaluation being made.
The Trustee may determine the value of the Securities in a Trust in the
following manner: because the Securities are listed on a national securities
exchange, this evaluation is based on the closing sale prices on that exchange.
If the Trustee deems these prices inappropriate as a basis for evaluation or if
there is no such closing purchase price, then the Trustee may utilize, at the
Trust's expense, an independent evaluation service or services to ascertain the
values of the Securities. The independent evaluation service shall use any of
the following methods, or a combination thereof, which it deems appropriate: (a)
on the basis of current bid prices for comparable securities, (b) by appraising
the value of the Securities on the bid side of the market or (c) by any
combination of the above.
Any Unitholder tendering 2,500 Units or more of a Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee in lieu of a cash redemption a distribution of shares of Securities
and cash in an amount and value equal to the Redemption Price Per Unit as
determined as of the evaluation next following tender. To the extent possible,
in kind distributions ("In Kind Distributions") shall be made by the Trustee
through the distribution 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 pro rata number
of whole shares of each of the Securities comprising the Trust portfolio and
cash from the Principal Account equal to the balance of the Redemption Price to
which the tendering Unitholder is entitled. If funds in the Principal Account
are insufficient to cover the required cash distribution to the tendering
Unitholder, the Trustee may sell Securities in the manner described above.
The Trustee is irrevocably authorized in its discretion, if the
Sponsor does not elect to purchase a Unit tendered for redemption or if the
Sponsor tenders a Unit for redemption, in lieu of redeeming such Unit, to sell
such Unit in the over-the-counter market for the account of the tendering
Unitholder at prices which will return to the Unitholder an amount in cash, net
after deducting brokerage commissions, transfer taxes and other charges, equal
to or in excess of the Redemption Price for such Unit. The Trustee will pay the
net proceeds of any such sale to the Unitholder on the day he would otherwise be
entitled to receive payment of the Redemption Price.
696012.7
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<PAGE>
The Trustee reserves the right to suspend the right of redemption and
to postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on that Exchange is restricted or during which
(as determined by the SEC) an emergency exists as a result of which disposal or
evaluation of the securities is not reasonably practicable, or for such other
periods as the SEC may by order permit. The Trustee and the Sponsor are not
liable to any person or in any way for any loss or damage which may result from
any such suspension or postponement.
A Unitholder who wishes to dispose of his Units should inquire of his
bank or broker in order to determine if there is a current secondary market
price in excess of the Redemption Price.
TRUST ADMINISTRATION
PORTFOLIO SUPERVISION. Each Trust is a unit investment trust and is
not a managed fund. 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. The Portfolio of a Trust,
however, will not be managed and therefore the adverse financial condition of an
issuer will not necessarily require the sale of its Securities from the
portfolio. It is unlikely that the Trusts will sell any of the Securities other
than to satisfy redemptions of Units, or to cease buying Additional Securities
in connection with the issuance of additional Units. However, the Trust
Agreement provides that the Sponsor may direct the disposition of Securities
upon the occurrence of certain events including: (1) default in payment of
amounts due on any of the Securities; (2) institution of certain legal
proceedings; (3) default under certain documents materially and adversely
affecting future declaration or payment of amounts due or expected; (4)
determination of the Sponsor that the tax treatment of a Trust as a grantor
trust would otherwise be jeopardized; or (5) decline in price as a direct result
of serious adverse credit factors affecting the issuer of a Security which, in
the opinion of the Sponsor, would make the retention of the Security detrimental
to the Trust or the Unitholders.
In addition, the Trust Agreement provides as follows:
(a) If a default in the payment of amounts due on any
Security occurs pursuant to provision (1) above and if the Sponsor
fails to give immediate instructions to sell or hold that Security,
the Trustee, within 30 days of that failure by the Sponsor, shall
sell the Security.
(b) It is the responsibility of the Sponsor to instruct the
Trustee to reject any offer made by an issuer of any of the
Securities to issue new securities in exchange and substitution for
any Security pursuant to a recapitalization or reorganization. If any
exchange or substitution is effected notwithstanding such rejection,
any securities or other property received shall be promptly sold
unless the Sponsor directs that it be retained.
(c) Any property received by the Trustee after the Initial
Date of Deposit as a distribution on any of the Securities in a form
other than cash or additional shares of the Securities, shall be
promptly sold unless the Sponsor directs that it be retained by the
Trustee. The proceeds of any disposition shall be credited to the
Income or Principal Account of the Trusts.
(d) The Sponsor is authorized to increase the size and
number of Units of the Trusts by the deposit of Additional
Securities, contracts to purchase Additional Securities or cash or a
letter of credit with instructions to purchase Additional Securities
in exchange for the corresponding number of additional Units from
time to time subsequent to the Initial Date of Deposit, provided that
the original proportionate relationship among the number of shares of
each Security established on the Initial Date of Deposit is
maintained to the extent practicable. The Sponsor may specify the
minimum numbers in which Additional Securities will be deposited or
purchased. If a deposit is not sufficient to acquire minimum amounts
of each Security, Additional Securities may be acquired in the order
of the Security most under-represented immediately before the deposit
when compared to the original proportionate relationship. If
Securities of an issue originally deposited are unavailable at the
time of the subsequent deposit, the Sponsor may (i) deposit cash or a
letter of credit with instructions to purchase the Security when it
becomes available, or (ii) deposit (or instruct the Trustee to
purchase) either Securities of one or more other issues originally
deposited or a Substitute Security.
696012.7
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TRUST AGREEMENT AND AMENDMENT. The Trust Agreement may be amended by
the Trustee and the Sponsor without the consent of Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the SEC
or any successor governmental agency; or (3) to make such other provisions in
regard to matters arising thereunder as shall not adversely affect the interests
of the Unitholders.
The Trust Agreement may also be amended in any respect, or
performance of any of the provisions thereof may be waived, with the consent of
investors holding 66 2/3% of the Units then outstanding for the purpose of
modifying the rights of Unitholders; provided that no such amendment or waiver
shall reduce any Unitholder's interest in a Trust without his consent or reduce
the percentage of Units required to consent to any such amendment or waiver
without the consent of the holders of all Units. The Trust Agreement may not be
amended, without the consent of the holders of all Units in the Trust then
outstanding, to increase the number of Units issuable or to permit the
acquisition of any Securities in addition to or in substitution for those
initially deposited in such Trust, except in accordance with the provisions of
the Trust Agreement. The Trustee shall promptly notify Unitholders, in writing,
of the substance of any such amendment.
TRUST TERMINATION. The Trust Agreement provides that the Trusts shall
terminate as of the Evaluation Time on the business day preceding the
Liquidation Period or upon the earlier maturity, redemption or other
disposition, as the case may be, of the last of the Securities held in such
Trusts and in no event is it to continue beyond the Mandatory Termination Date.
If the value of a Trust shall be less than the minimum amount set forth under
"Summary of Essential Information" in Part A, the Trustee may, in its
discretion, and shall, when so directed by the Sponsor, terminate the Trust. The
Trust may also be terminated at any time with the consent of the investors
holding 100% of the Units then outstanding. The Trustee may utilize the services
of the Sponsor for the sale of all or a portion of the Securities in the Trust,
and in so doing, the Sponsor will determine the manner, timing and execution of
the sales of the underlying Securities. Any brokerage commissions received by
the Sponsor from the Trust in connection with such sales will be in accordance
with applicable law. In the event of termination, written notice thereof will be
sent by the Trustee to all Unitholders. Such notice will provide Unitholders
with the following three options by which to receive their pro rata share of the
net asset value of the Trust and requires their election of one of the three
options by notifying the Trustee prior to the commencement of the Liquidation
Period by returning a properly completed election request (to be supplied to
Unitholders of at least 2,500 Units at least 20 days prior to such date) (see
Part A--"Summary of Essential Information" for the date of the commencement of
the Liquidation Period):
1. A Unitholder who owns at least 2,500 units and whose
interest in the Trust would entitle it to receive at least one share
of each underlying Security will have its Units redeemed on
commencement of the Liquidation Period by distribution of the
Unitholder's pro rata share of the net asset value of the Trust on
such date distributed in kind to the extent represented by whole
shares of underlying Securities and the balance in cash within three
business days next following the commencement of the Liquidation
Period. Unitholders subsequently selling such distributed Securities
will incur brokerage costs when disposing of such Securities.
Unitholders should consult their own tax adviser in this regard;
2. to receive in cash such Unitholder's pro rata share of
the net asset value of the Trust derived from the sale by the Sponsor
as the agent of the Trustee of the underlying Securities during the
Liquidation Period. The Unitholder's pro rata share of its net assets
of the Trust will be distributed to such Unitholder within three days
of the settlement of the trade of the last Security to be sold; or
3. to invest such Unitholder's pro rata share of the net
assets of the Trust derived from the sale by the Sponsor as agent of
the Trustee of the underlying Securities over the Liquidation Period,
in units of a subsequent series of Equity Securities Trust (the "New
Series"), provided one is offered. It is expected that a special
redemption and liquidation will be made of all Units of this Trust
held by a Unitholder (a "Rollover Unitholder") who affirmatively
notifies the Trustee on or prior to the Rollover Notification Date
set forth in the "Summary of Essential Information" for the Trust in
Part A. The Units of a New Series will be purchased by the Unitholder
within three business days of the settlement of the trade for the
last Security to be sold. Such purchaser will be entitled to a
reduced sales charge upon the purchase of units of the New Series. It
is expected that the terms of the New Series will be substantially
the same as the terms of the Trust described in this Prospectus, and
that similar options with respect to the termination of such New
Series will be available. The availability of this option
696012.7
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<PAGE>
does not constitute a solicitation of an offer to purchase Units of a
New Series or any other security. A Unitholder's election to
participate in this option will be treated as an indication of
interest only. At any time prior to the purchase by the Unitholder of
units of a New Series such Unitholder may change his investment
strategy and receive, in cash, the proceeds of the sale of the
Securities. An election of this option will not prevent the
Unitholder from recognizing taxable gain or loss (except in the case
of a loss, if and to the extent the New Series is treated as
substantially identical to the Trust) as a result of the liquidation,
even though no cash will be distributed to pay any taxes. Unitholders
should consult their own tax advisers in this regard.
Unitholders who do not make any election will be deemed to have
elected to receive the termination distribution in cash (option number 2).
The Sponsor has agreed that to the extent they effect the sales of
underlying securities for the Trustee in the case of the second and third
options during the Liquidation Period such sales will be free of brokerage
commissions. The Sponsor, on behalf of the Trustee, will sell, unless prevented
by unusual and unforeseen circumstances, such as, among other reasons, a
suspension in trading of a Security, the close of a stock exchange, outbreak of
hostilities and collapse of the economy, on each business day during the
Liquidation Period at least a number of shares of each Security which then
remains in the portfolio based on the number of shares of each issue in the
portfolio multiplied by a fraction the numerator of which is one and the
denominator of which is the number of days remaining in the Liquidation Period.
The Redemption Price per 100 Units upon the settlement of the last sale of
Securities during the Liquidation Period will be distributed to Unitholders in
redemption of such Unitholders' interest in the Trust.
Depending on the amount of proceeds to be invested in Units of the
New Series and the amount of other orders for Units in the New Series, the
Sponsor may purchase a large amount of securities for the New Series in a short
period of time. The Sponsor's buying of securities may tend to raise the market
prices of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of and
demand for Securities, such sales may tend to depress the market prices and thus
reduce the proceeds of such sales. The Sponsor believes that the sale of
underlying Securities over the Liquidation Period as described above is in the
best interest of a Unitholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than five days if, in the Sponsor's judgment,
such sales are in the best interest of Unitholders. The Sponsor, in implementing
such sales of securities on behalf of the Trustee, will seek to maximize the
sales proceeds and will act in the best interests of the Unitholders. There can
be no assurance, however, that any adverse price consequences of heavy trading
will be mitigated.
It is expected (but not required) that the Sponsor will generally
follow the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first day of the
Liquidation Period; for less liquid Securities, on each of the first two days of
the Liquidation Period, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. On each of the following two days, the
price limit will increase to one point under the last closing sale price. After
four days, the Sponsor intends to sell the remaining underlying Securities,
without any price restrictions.
Section 17(a) of the 1940 Act generally prohibits principal
transactions between registered investment companies and their affiliates.
Pursuant to an exemptive order issued by the SEC, each terminating Zacks'
Analysts Trust can sell underlying Securities directly to a New Series. The
exemption will enable a Trust to eliminate commission costs on these
transactions. The price for those securities transferred will be the closing
sale price on the sale date on the national securities exchange where the
securities are principally traded, as certified and confirmed by the Trustee.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unitholder. If the Sponsor so decides, the Sponsor will notify
the Trustee of that decision, and the Trustee will notify the Unitholders before
the commencement of the Liquidation Period. All Unitholders will then elect
either option 1, if eligible, or option 2.
696012.7
B-15
<PAGE>
By electing to "rollover" into the New Series, the Unitholder
indicates his interest in having his terminating distribution from the Trust
invested only in the New Series created following termination of the Trust; the
Sponsor expects, however, that a similar rollover program will be offered with
respect to all subsequent series of the Trust, thus giving Unitholders a yearly
opportunity to elect to roll their terminating distributions into a New Series.
The availability of the rollover privilege does not constitute a solicitation of
offers to purchase units of a New Series or any other security. A Unitholder's
election to participate in the rollover program will be treated as an indication
of interest only. The Sponsor intends to coordinate the date of deposit of a
future series so that the terminating trust will terminate contemporaneously
with the creation of a New Series. The Sponsor reserves the right to modify,
suspend or terminate the rollover privilege at any time.
THE SPONSOR. Reich & Tang Distributors, Inc., a Delaware corporation,
is engaged in the brokerage business and is a member of the National Association
of Securities Dealers, Inc. Reich & Tang is also a registered investment
advisor. Reich & Tang maintains its principal business offices at 600 Fifth
Avenue, New York, New York 10020.The sole shareholder of the Sponsor, Reich &
Tang Asset Management, Inc. ("RTAM Inc.") is wholly owned by NEIC Holdings, Inc.
which, effective December 29, 1997, is wholly owned by NEIC Operating
Partnership, L.P. ("NEICOP"). Subsequently, on March 31, 1998, NEICOP changed
its name to Nvest Companies, L.P. ("Nvest"). The general partners of Nvest are
Nvest Corporation and Nvest L.P. As of March 31, Metropolitan Life Insurance
Company ("MetLife") owned approximately 47% of the partnership interests of
Nvest. Nvest, with a principal place of business at 399 Boylston Street, Boston,
MA 02116, is a holding company of firms engaged in the securities and investment
advisory business. These affiliates in the aggregate are investment advisors or
managers to over 80 registered investment companies. Reich & Tang is Sponsor
(and co-Sponsor, as the case may be) for numerous series of unit investment
trusts, including New York Municipal Trust, Series 1 (and Subsequent Series),
Municipal Securities Trust, Series 1 (and Subsequent Series), 1st Discount
Series (and Subsequent Series), Multi-State Series 1 (and Subsequent Series),
Mortgage Securities Trust, Series 1 (and Subsequent Series), Insured Municipal
Securities Trust, Series 1 (and Subsequent Series) and 5th Discount Series (and
Subsequent Series), Equity Securities Trust, Series 1, Signature Series, Gabelli
Communications Income Trust (and Subsequent Series) and Schwab Trusts.
The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations. The Sponsor will be under no liability to
Unitholders for taking any action, or refraining from taking any action, in good
faith pursuant to the Trust Agreement, or for errors in judgment except in cases
of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor. If at any time the Sponsor
shall resign or 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 either (a) appoint a successor Sponsor;
(b) terminate the Trust Agreement and liquidate the Trusts; or (c) continue to
act as Trustee without terminating the Trust Agreement. Any successor Sponsor
appointed by the Trustee shall be satisfactory to the Trustee and, at the time
of appointment, shall have a net worth of at least $1,000,000.
THE TRUSTEE. The Trustee is The Chase Manhattan Bank with its
principal executive office located at 270 Park Avenue, New York, New York 10017
(800) 428-8890 and its unit investment trust office at Four New York Plaza, New
York, New York 10004. The Trustee is subject to supervision by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System.
The Trustee shall not be liable or responsible in any way for taking
any action, or for refraining from taking any action, in good faith pursuant to
the Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties; provided, however, that the Trustee
shall not in any event be liable or responsible for any evaluation made by any
independent evaluation service employed by it. In addition, the Trustee shall
not be liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or the Trust which it may be required to pay under
current or future law of the United States or any other taxing authority having
696012.7
B-16
<PAGE>
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement.
For further information relating to the responsibilities of the
Trustee under the Trust Agreement, reference is made to the material set forth
under "Rights of Unitholders."
The Trustee may resign by executing an instrument in writing and
filing the same with the Sponsor, and mailing a copy of a notice of resignation
to all Unitholders. In such an event the Sponsor is obligated to appoint a
successor Trustee as soon as possible. In addition, if the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Unitholder by the Sponsor. If upon resignation of the Trustee no
successor has been appointed and has accepted the appointment within thirty days
after notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
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. 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.
Any corporation into which the Trustee may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation to which the Trustee shall be a party, shall be the successor
Trustee. The Trustee must always be a banking corporation organized under the
laws of the United States or any State and have at all times an aggregate
capital, surplus and undivided profits of not less than $2,500,000.
THE PORTFOLIO CONSULTANT. The Portfolio Consultant is Zacks
Investment Research Inc., an Illinois corporation, with offices at 155 North
Wacker Drive, Chicago, Illinois 60606. Zacks is a 150 person consulting firm
that summarizes, interprets, organizes, evaluates, and distributes the research
produced by the 3000 analysts employed by 230 United States brokerage firms.
This price driving flow of information has been tracked by Zacks since 1980 and
is delivered, on a daily basis, to retail brokers at the Zacks' Web site,
www.reswizard.com, and is delivered, on a weekly basis, to individual investors
at the Zacks' Web site, www.Zacks.com.
Zacks Investment Management, a wholly owned subsidiary of Zacks, is a
registered investment advisor, with $60 million under management in hedge funds.
The Portfolio Consultant is not a Sponsor of the Trusts. The
Portfolio Consultant has been retained by the Sponsor, at its expense, to
utilize its equity expertise in selecting the Securities deposited in the Trust.
The Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is to monitor the Securities of the
Portfolio and make recommendations to the Sponsor regarding the disposition of
the Securities held by the Trust. The responsibility of monitoring the
Securities of the Portfolio means that if the Portfolio Consultant's views
materially change regarding the appropriateness of an investment in any Security
then held in the Trust based upon the investment objectives, guidelines, terms,
parameters, policies and restrictions supplied to the Portfolio Consultant by
the Sponsor, the Portfolio Consultant will notify the Sponsor of such change to
the extent consistent with applicable legal requirements. The Sponsor is not
obligated to adhere to the recommendations of the Portfolio Consultant regarding
the disposition of Securities. The Sponsor has the sole authority to direct the
Trust to dispose of Securities under the Trust Agreement. The Portfolio
Consultant has no other responsibilities or obligations to the Trust or the
Unitholders.
The Portfolio Consultant may resign or may be removed by the Sponsor
at any time on sixty days' prior notice. The Sponsor shall use its best efforts
to appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Portfolio
Consultant. If upon resignation of the Portfolio Consultant no successor has
accepted appointment within sixty days after notice of resignation, the Sponsor
has agreed to perform this function.
696012.7
B-17
<PAGE>
EVALUATION OF THE TRUST. The value of the Securities in a Trust
portfolio is determined in good faith by the Trustee on the basis set forth
under "Public Offering--Offering Price." The Sponsor and the Unitholders may
rely on any evaluation furnished by the Trustee and shall have no responsibility
for the accuracy thereof. Determinations by the Trustee under the Trust
Agreement shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Trustee shall be under no liability
to the Sponsor or Unitholders for errors in judgment, except in cases of its own
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee, the Sponsor and the Unitholders may rely on
any evaluation furnished to the Trustee by an independent evaluation service and
shall have no responsibility for the accuracy thereof.
TRUST EXPENSES AND CHARGES
All or a portion of the expenses incurred in creating and
establishing the Trusts, including the cost of the initial preparation and
execution of the Trust Agreement, registration of the Trusts and the Units under
the Investment Company Act of 1940 and the Securities Act of 1933 and state
registration fees, the initial fees and expenses of the Trustee, legal expenses
and other actual out-of-pocket expenses, will be paid by the Trusts and charged
to capital over the life of the Trusts. Offering costs, including the costs of
registering securities with the Securities and Exchange Commission and the
states, will be charged to capital over the term of the initial offering period,
which may be between 30 and 90 days. All advertising and selling expenses, as
well as any organizational expenses not paid by the Trusts, will be borne by the
Sponsor at no cost to the Trusts.
The Sponsor will receive for portfolio supervisory services to the
Trusts an Annual Fee in the amount set forth under "Summary of Essential
Information" in Part A. The Sponsor's fee may exceed the actual cost of
providing portfolio supervisory services for the Trusts, but at no time will the
total amount received for portfolio supervisory services rendered to all series
of the Equity Securities Trust in any calendar year exceed the aggregate cost to
the Sponsor of supplying such services in such year. (See "Portfolio
Supervision.")
The Trustee will receive, for its ordinary recurring services to the
Trusts, an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Trust Agreement, see "Trust
Administration" and "Rights of Unitholders."
The Trustee's fees applicable to a Trust are payable as of each
Record Date from the Income Account of the Trust to the extent funds are
available and then from the Principal Account. Both fees may be increased
without approval of the Unitholders by amounts not exceeding proportionate
increases in consumer prices for services as measured by the United States
Department of Labor's Consumer Price Index entitled "All Services Less Rent."
The following additional charges are or may be incurred by a Trust:
all expenses (including counsel fees) of the Trustee incurred and advances made
in connection with its activities under the Trust Agreement, including the
expenses and costs of any action undertaken by the Trustee to protect the Trust
and the rights and interests of the Unitholders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification of the
Sponsor for any losses, liabilities and expenses incurred in acting as sponsors
of the Trust without gross negligence, bad faith or willful misconduct on its
part; and all taxes and other governmental charges imposed upon the Securities
or any part of the Trust (no such taxes or charges are being levied, made or, to
the knowledge of the Sponsor, contemplated). The above expenses, including the
Trustee's fees, when paid by or owing to the Trustee are secured by a first lien
on the Trust to which such expenses are charged. In addition, the Trustee is
empowered to sell the Securities in order to make funds available to pay all
expenses.
Unless the Sponsor otherwise directs, the accounts of the Trust shall
be audited not less than annually by independent public accountants selected by
the Sponsor. The expenses of the audit shall be an expense of the Trust. So long
as the Sponsor maintains a secondary market, the Sponsor will bear any audit
expense which exceeds $.50 Cents per 100 Units. Unitholders covered by the audit
during the year may receive a copy of the audited financial statements upon
request.
696012.7
B-18
<PAGE>
REINVESTMENT PLAN
Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trusts) may be reinvested
by participating in the Trusts' reinvestment plan. Under the plan, the Units
acquired for participants will be either Units already held in inventory by the
Sponsor or new Units created by the Sponsor's deposit of Additional Securities
as described in "The Trusts-Organization" in this Part B. Units acquired by
reinvestment will be subject to a reduced sales charge of 1.00%. Investors
should inform their broker, dealer or financial institution when purchasing
their Units if they wish to participate in the reinvestment plan. Thereafter,
Unitholders should contact their broker, dealer or financial institution if they
wish to modify or terminate their election to participate in the reinvestment
plan. In order to enable a Unitholder to participate in the reinvestment plan
with respect to a particular distribution on their Units, such notice must be
made at least three business days prior to the Record Day for such distribution.
Each subsequent distribution of income or principal on the participant's Units
will be automatically applied by the Trustee to purchase additional Units of the
Trusts. The Sponsor reserves the right to demand, modify or terminate the
reinvestment plan at any time without prior notice. The reinvestment plan for
the Trusts may not be available in all states.
EXCHANGE PRIVILEGE AND CONVERSION OFFER
Unitholders will be able to elect to exchange any or all of their
Units of a Trust for Units of one or more of any available series of Equity
Securities Trust, Insured Municipal Securities Trust, Municipal Securities
Trust, New York Municipal Trust or Mortgage Securities Trust (the "Exchange
Trusts") subject to a reduced sales charge as set forth in the prospectus of the
Exchange Trust (the "Exchange Privilege"). Unit owners of any registered unit
investment trust for which there is no active secondary market in the units of
such trust (a "Redemption Trust") will be able to elect to redeem such units and
apply the proceeds of the redemption to the purchase of available Units of one
or more series of an Exchange Trust (the "Conversion Trusts") at the Public
Offering Price for units of the Conversion Trust subject to a reduced sales
charge as set forth in the prospectus of the Conversion Trust (the "Conversion
Offer"). Under the Exchange Privilege, the Sponsor's repurchase price during the
initial offering period of the Units being surrendered will be based on the
market value of the Securities in a Trust portfolio or on the aggregate offer
price of the Bonds in the other Trust Portfolios; and, after the initial
offering period has been completed, will be based on the aggregate bid price of
the securities in the particular Trust portfolio. Under the Conversion Offer,
units of the Redemption Trust must be tendered to the trustee of such trust for
redemption at the redemption price determined as set forth in the relevant
Redemption Trust's prospectus. Units in an Exchange or Conversion Trust will be
sold to the Unitholder at a price based on the aggregate offer price of the
securities in the Exchange or Conversion Trust portfolio (or for units of Equity
Securities Trust, based on the market value of the underlying securities in the
trust portfolio) during the initial public offering period of the Exchange or
Conversion Trust; and after the initial public offering period has been
completed, based on the aggregate bid price of the securities in the Exchange or
Conversion Trust Portfolio if its initial offering has been completed plus
accrued interest (or for units of Equity Securities Trust, based on the market
value of the underlying securities in the trust portfolio) and a reduced sales
charge.
Except for Unitholders who wish to exercise the Exchange Privilege or
Conversion Offer within the first five months of their purchase of Units of the
Exchange or Redemption Trust, any purchaser who purchases Units under the
Exchange Privilege or Conversion Offer will pay a lower sales charge than that
which would be paid for the Units by a new investor. For Unitholders who wish to
exercise the Exchange Privilege or Conversion Offer within the first five months
of their purchase of Units of the Exchange or Redemption Trust, the sales charge
applicable to the purchase of units of an Exchange or Conversion Trust shall be
the greater of (i) the reduced sales charge or (ii) an amount which when coupled
with the sales charge paid by the Unitholder upon his original purchase of Units
of the Exchange or Redemption Trust would equal the sales charge applicable in
the direct purchase of units of an Exchange or Conversion Trust.
In order to exercise the Exchange Privilege the Sponsor must be
maintaining a secondary market in the units of the available Exchange Trust. The
Conversion Offer is limited only to unit owners of any Redemption Trust.
Exercise of the Exchange Privilege and the Conversion Offer by Unitholders is
subject to the following additional conditions (i) at the time of the
Unitholder's election to participate in the Exchange Privilege or the Conversion
Offer, there must be units of the Exchange or Conversion Trust available for
sale, either under the initial primary distribution or in the Sponsor's
secondary
696012.7
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<PAGE>
market, (ii) exchanges will be effected in whole units only, (iii) Units of the
Mortgage Securities Trust may only be acquired in blocks of 1,000 Units and (iv)
Units of the Equity Securities Trust may only be acquired in blocks of 100
Units. Unitholders will not be permitted to advance any funds in excess of their
redemption in order to complete the exchange. Any excess proceeds received from
a Unitholder for exchange, or from units being redeemed for conversion, will be
remitted to such Unitholder.
The Sponsor reserves the right to suspend, modify or terminate the
Exchange Privilege and/or the Conversion Offer. The Sponsor will provide
Unitholders of the Trusts with 60 days' prior written notice of any termination
or material amendment to the Exchange Privilege or the Conversion Offer,
provided that, no notice need be given if (i) the only material effect of an
amendment is to reduce or eliminate the sales charge payable at the time of the
exchange, to add one or more series of the Trust eligible for the Exchange
Privilege or the Conversion Offer, to add any new unit investment trust
sponsored by Reich & Tang or a sponsor controlled by or under common control
with Reich & Tang, or to delete a series which has been terminated from
eligibility for the Exchange Privilege or the Conversion Offer, (ii) there is a
suspension of the redemption of units of an Exchange or Conversion Trust under
Section 22(e) of the 1940 Act, or (iii) an Exchange Trust temporarily delays or
ceases the sale of its units because it is unable to invest amounts effectively
in accordance with its investment objectives, policies and restrictions. During
the 60-day notice period prior to the termination or material amendment of the
Exchange Privilege described above, the Sponsor will continue to maintain a
secondary market in the units of all Exchange Trusts that could be acquired by
the affected Unitholders. Unitholders may, during this 60-day period, exercise
the Exchange Privilege in accordance with its terms then in effect.
To exercise the Exchange Privilege, a Unitholder should notify the
Sponsor of his desire to exercise his Exchange Privilege. To exercise the
Conversion Offer, a unit owner of a Redemption Trust should notify his retail
broker of his desire to redeem his Redemption Trust Units and use the proceeds
from the redemption to purchase Units of one or more of the Conversion Trusts.
If Units of a designated, outstanding series of an Exchange or Conversion Trust
are at the time available for sale and such Units may lawfully be sold in the
state in which the Unitholder is a resident, the Unitholder will be provided
with a current prospectus or prospectuses relating to each Exchange or
Conversion Trust in which he indicates an interest. He may then select the Trust
or Trusts into which he desires to invest the proceeds from his sale of Units.
The exchange transaction will operate in a manner essentially identical to a
secondary market transaction except that units may be purchased at a reduced
sales charge. The conversion transaction will be handled entirely through the
unit owner's retail broker. The retail broker must tender the units to the
trustee of the Redemption Trust for redemption and then apply the proceeds to
the redemption toward the purchase of units of a Conversion Trust at a price
based on the aggregate offer or bid side evaluation per Unit of the Conversion
Trust, depending on which price is applicable, plus accrued interest and the
applicable sales charge. The certificates must be surrendered to the broker at
the time the redemption order is placed and the broker must specify to the
Sponsor that the purchase of Conversion Trust Units is being made pursuant to
the Conversion Offer. The unit owner's broker will be entitled to retain a
portion of the sales charge.
TAX CONSEQUENCES OF THE EXCHANGE PRIVILEGE AND THE CONVERSION OFFER.
A surrender of Units pursuant to the Exchange Privilege or the Conversion Offer
will constitute a "taxable event" to the Unitholder under the Internal Revenue
Code. The Unitholder will realize a tax gain or loss that will be of a long- or
short-term capital or ordinary income nature depending on the length of time the
units have been held and other factors. (See "Tax Status".) A Unitholder's tax
basis in the Units acquired pursuant to the Exchange Privilege or Conversion
Offer will be equal to the purchase price of such Units. Investors should
consult their own tax advisors as to the tax consequences to them of exchanging
or redeeming units and participating in the Exchange Privilege or Conversion
Offer.
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby and certain
matters relating to federal tax law have been passed upon by Battle Fowler LLP,
75 East 55th Street, New York, New York 10022 as counsel for the Sponsor.
Carter, Ledyard & Milburn, Two Wall Street, New York, New York 10005 have acted
as counsel for the Trustee.
696012.7
B-20
<PAGE>
INDEPENDENT ACCOUNTANTS. The Statements of Financial Condition,
including the Portfolios, is included herein in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, and upon the authority of
said firm as experts in accounting and auditing.
PERFORMANCE INFORMATION. Total returns, average annualized returns
and/or cumulative returns for various periods of the Trusts may be included from
time to time in advertisements, sales literature and reports to current or
prospective investors. Total return shows changes in Unit price during the
period plus reinvestment of dividends and capital gains, divided by the public
offering price as of the date of calculation. Average annualized returns show
the average return for stated periods of longer than a year. Advertising and
sales literature for the Trusts may also include excerpts from the Sponsor's
and/or the Portfolio Consultant's research reports on one or more of the stocks
in the Trusts, including a brief description of its businesses and market
sector, and the basis on which the stock was selected. Figures for actual
portfolios will reflect all applicable expenses and, unless otherwise stated,
the maximum sales charge. No provision is made for any income taxes payable.
Similar figures may be given for this Trust. Trust performance may be compared
to performance on a total return basis of the Dow Jones Industrial Average, the
S&P 500 Composite Price Stock Index, the Russell 2000(R) Index or performance
data from Lipper Analytical Services, Inc. and Morningstar Publications, Inc. or
from publications such as Money, The New York Times, U.S. News and World Report,
Business Week, Forbes or Fortune. As with other performance data, performance
comparisons should not be considered representative of a Trust's relative
performance for any future period.
Pending the approval of the SEC or the National Association of
Securities Dealers Regulation, the Sponsor may also include the performance of
hypothetical portfolios since 1985 to which the Portfolio Consultant has applied
the same investment objectives and selection strategies as described in "The
Trust--The Securities" and which the Portfolio Consultant intends to apply to
the selection of securities for the Trusts. This performance information is
intended to illustrate Zacks strategies and should not be interpreted as
indicative of the future performance of the Trusts.
696012.7
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<PAGE>
<TABLE>
<S> <C>
No person is authorized to give any information or to -------------------------------------------------
make any representations not contained in Parts A and B of this EQUITY SECURITIES TRUST
Prospectus; and any information or representation not contained -------------------------------------------------
herein must not be relied upon as having been authorized by the SIGNATURE SERIES
Trust, the Trustee or the Sponsor. The Trust is registered as a unit -------------------------------------------------
investment trust under the Investment Company Act of 1940. Such
registration does not imply that the Trust or any of its Units have EQUITY SECURITIES TRUST
been guaranteed, sponsored, recommended or approved by the SERIES 18, SIGNATURE SERIES,
United States or any state or any agency or officer thereof. ZACKS' FASTEST GROWING BLUE CHIP
COMPANIES TRUST AND
------------------ ZACKS' FASTEST GROWING
SMALL COMPANIES TRUST
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in any state to any person
PROSPECTUS to whom it is not lawful to make such offer in such state.
DATED: APRIL 30, 1999
Table of Contents
Title Page SPONSOR:
PART A REICH & TANG DISTRIBUTORS, INC.
Summary of Essential Information.................................. A-5 600 Fifth Avenue
Audit and Financial Information................................... F-1 New York, New York 10020
212-830-5400
PART B
The Trusts......................................................... B-1
Risk Considerations................................................ B-3 PORTFOLIO CONSULTANT:
Public Offering.................................................... B-5
Rights of Unitholders.............................................. B-8 ZACKS INVESTMENT RESEARCH INC.
Tax Status......................................................... B-9 155 North Wacker Drive
Liquidity........................................................... B-11 Chicago, Illinois 60606
Trust Administration................................................ B-13
Trust Expenses and Charges.......................................... B-18
Reinvestment Plan................................................... B-19 TRUSTEE:
Exchange Privilege and Conversion Offer........................... B-19
Other Matters..................................................... B-20 THE CHASE MANHATTAN BANK
Four New York Plaza
Parts A and B of this Prospectus do not contain all of the New York, New York 10004
information set forth in the registration statement and exhibits
relating thereto, 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.
</TABLE>
696012.7
<PAGE>
PART II
ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the
Cross-Reference Sheet to the Registration Statement of Equity
Securities Trust, Series 12, 1997 Triple Strategy Trust II).
The Prospectus consisting of pages.
Signatures.
Consent of Independent Accountants.
Consent of Counsel (included in Exhibit 3.1)
Consent of Portfolio Consultant
The following exhibits:
99.1.1 -- Reference Trust Agreement including certain amendments to
the Trust Indenture and Agreement referred to under Exhibit
99.1.1.1 below (filed as Exhibit 99.1.1 to Amendment No. 2
to Form S-6 Registration Statement No. 333-48713 on May 6,
1998 and incorporated herein by reference).
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit
99.1.1.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-62627 of Equity Securities Trust, Series
6, Signature Series, Gabelli Entertainment and Media Trust
on November 16, 1995 and incorporated herein by reference).
99.1.3.5 -- Certificate of Incorporation of Reich & Tang Distributors,
Inc. (filed as Exhibit 99.1.3.5 to Form S-6 Registration
Statement No. 333-44301 on January 15, 1998 and
incorporated herein by reference).
99.1.3.6 -- By-Laws of Reich & Tang Distributors, Inc. (filed as
Exhibit 99.1.3.6 to Form S-6 Registration Statement No.
333-44301 on January 15, 1998 and incorporated herein by
reference).
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit
99.1.4 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-62627 of Equity Securities Trust, Series
6, Signature Series, Gabelli Entertainment and Media Trust
on November 16, 1995 and incorporated herein by reference).
99.2.1 -- Form of Certificate (filed as Exhibit 99.2.1 to Amendment
No. 1 to Form S-6 Registration Statement No. 33- 62627 of
Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust on November 16, 1995
and incorporated herein by reference).
99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the
headings "Tax Status" and "Legal Opinions" in the
Prospectus, and to the filing of their opinion regarding
tax status of the Trust (filed as Exhibit 99.3.1 to
Amendment No. 2 to Form S-6 Registration Statement No.
333-48713 and incorporated herein by reference).
99.6.0 -- Power of Attorney of Reich & Tang Distributors, Inc., the
Depositor, by its officers and a majority of its Directors
(filed as Exhibit 99.6.0 to Form S-6 Registration Statement
No. 333-44301 on January 15, 1998 and incorporated herein
by reference).
825302.1
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Equity Securities Trust, Series 18, Signature Series, Zacks' Fastest
Growing Blue Chip Companies Trust and Zacks' Fastest Growing Small Companies
Trust, certifies that it has met all of the requirements for effectiveness of
this Post-Effective Amendment to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1993. The registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of New York and
State of New York on the 19th day of April, 1999.
EQUITY SECURITIES TRUST, SERIES 18,
SIGNATURE SERIES,
ZACKS' FASTEST GROWING BLUE CHIP COMPANIES TRUST
AND ZACKS' FASTEST GROWING SMALL COMPANIES TRUST
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
By /s/ PETER J. DEMARCO
---------------------------
Peter J. DeMarco
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons, who constitute the principal officers and a majority of
the directors of Reich & Tang Distributors, Inc., the Depositor, in the
capacities and on the dates indicated.
Name Title Date
RICHARD E. SMITH, III President and Director
PETER S. VOSS Director
G. NEAL RYLAND Director
STEVEN W. DUFF Director
PETER J. DEMARCO Executive Vice President April 19, 1999
RICHARD I. WEINER Vice President
BERNADETTE N. FINN Vice President
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer
EDWARD N. WADSWORTH Executive Officer
By /s/ PETER J. DEMARCO
----------------------
Peter J. DeMarco
as Executive Vice President
and Attorney-In-Fact*
- -----------------------------------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to
Form S-6 Registration Statement No. 333-44301 on January 15, 1998.
825302.1
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<PAGE>
Consent of Independent Accountants
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment to the registration statement on Form S-6 of our report
dated March 19, 1999, relating to the financial statements and financial
highlights for the period May 6, 1998 (commencement of operations) through
December 31, 1998 of the Equity Securities Trust Series 18, Signature Series,
Zack's Fastest Growing Blue Chip Companies Trust and Zack's Fastest Growing
Small Companies Trust, which appear in such Prospectus. We also consent to the
reference to us under the heading "Independent Accountants" in the Prospectus.
PricewaterhouseCoopers LLP
Boston, MA
April 26, 1999
825302.1
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<PAGE>
CONSENT OF PORTFOLIO CONSULTANT
The Sponsor, Trustee and Certificateholders
Equity Securities Trust, Series 18, Signature Series,
Zacks' Fastest Growing Blue Chip Companies Trust
and Zacks' Fastest Growing Small Companies Trust
We hereby consent to the use of the name "Zacks" included herein and to
the reference to our Firm in the Prospectus.
ZACKS INVESTMENT RESEARCH INC.
Chicago, Illinois
April 30, 1999
825302.1
II-4