As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 333-56917
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 2 to
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
---------------------
A. EXACT NAME OF TRUST:
Equity Securities Trust, Signature Series, Reich & Tang Growth and Value
Trust II
B. NAME OF DEPOSITOR:
ING Funds Distributor, Inc.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
ING Funds Distributor, Inc.
1475 Dunwoody Drive
West Chester, Pennsylvania 19380
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
ING Funds Distributor, Inc. Paul, Hastings, Janofsky & Walker LLP
1475 Dunwoody Drive 399 Park Avenue
West Chester, Pennsylvania 19380 New York, New York 10022
(212) 318-6000
It is proposed that this filing become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b) of Rule 485
|X| on October 28, 2000 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 June
30, 2000 on or about September 28, 2000.
NY/301099.1
<PAGE>
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INSERT LOGO
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EQUITY SECURITIES TRUST,
SIGNATURE SERIES,
REICH & TANG GROWTH AND VALUE TRUST II
The Trust is a unit investment trust designated Equity Securities Trust,
Signature Series, Reich & Tang Growth and Value Trust II (the "Value Trust" or
"Trust"). The Sponsor is ING Funds Distributor, Inc. (successor to Reich & Tang
Distributors, Inc.). The objectives of the Value Trust are to seek to achieve
capital appreciation and growth of income. The Value Trust seeks to achieve its
objectives by selecting common stocks of established small and mid-sized
companies. The Sponsor can not give any assurance that the Trust's objectives
will be achieved. The value of the Units of the Trust will fluctuate with
fluctuations in the value of the underlying securities in the Trust. Therefore,
Unitholders who sell their Units 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 Trust will terminate
approximately five years after the Initial Date of Deposit. The minimum purchase
is 100 Units for individual purchasers.
This Prospectus consists of two parts. Part A contains the Summary of Essential
Information as of June 30, 2000 (the "Evaluation Date"), a summary of certain
specific information regarding the trust and audited financial statements of the
Trust, including the related portfolio, as of the Evaluation Date. Part B
contains general information about the Trust. 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 Trust which are filed electronically with the
SEC. The SEC's Internet address is http:www.sec.gov. Offering materials for the
sale of these 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 SEC 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 OCTOBER 28, 2000
NY/300350.1
<PAGE>
OBJECTIVES. The objectives of the Value Trust are to seek to achieve capital
appreciation and growth of income. The Value Trust seeks to achieve its
objectives by selecting common stocks of established small and mid-sized
companies. The Sponsor can not give any assurance that the Trust's objectives
will be achieved. As used herein, the term "Securities" means the common stocks
initially deposited in the Trust and any additional securities acquired and held
by the Trust 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 Trust will be achieved.
PORTFOLIO.* The Value Trust contains 46 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, the following industries are represented in
the Portfolio**: [Auto Parts and Equipment, 3; Business Equipment, 1; Chemicals
Specialty, 1; Communications Equipment, 3; Consumer (Jewelry /Novelties), 1;
Containers, 2; Electric Equipment, 1; Electronics, 1; Fluid Handling & Control
Prod., 1; Foods, 1; Grocery, 1; Health Care, 2; Indust. Prod., 2;
Insurance-Property Casualty, 1; Machinery, 2; Manufacturing-Div., 3; Medical
Products, 1; Office Equipment and Supplies, 2; Oil and Gas (Exploration Prod.),
1; Paper and Forest Products, 1; Personal Care, 1; Photography/Imaging, 1;
Precision Instrument, 2; Publishing, 1; Semi-Conductor/Equipment, 2; Services
(Employment), 1; Specialty Printing, 1; Steel, 2; and Textiles, 4. The Trust is
not concentrated in a particular industry.]
PUBLIC OFFERING PRICE. The Public Offering Price per 100 Units of the 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 4.50% the Public Offering Price per 100 Units or 4.712% 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 the Trust, see the "Summary of Essential
Information." During the initial offering period, orders involving at least
5,000 Units were entitled to a volume discount from the Public Offering Price.
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 the 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 the Trust. (See "Rights of
Unitholders--Distributions" in Part B.) Unitholders may elect to automatically
reinvest distributions, if any, in shares of the Trust. See "Reinvestment Plan"
in Parts A and 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 the Trust both during and after the initial public
offering period. The secondary market repurchase price will be based on the
market value of the Securities in the Trust portfolio and will be the same as
the redemption price. (See "Liquidity--Sponsor Repurchase" in Part B 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
--------
* For changes in the Trust Portfolio from July 1, 2000 to September 15,
2000 see Schedule A on page A-6 which reflects the content or "makeup" of the
Trust as of September 15, 2000.
** 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.
NY/300350.1
A-2
<PAGE>
portfolio of the 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 the 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 seven days, and it could be as
short as one day, depending on the liquidity of the Securities being sold.
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 as it can without materially adversely affecting
the price of the Securities. Unitholders should consult their own tax advisor in
this regard.
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 the 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 the Trust is fixed and not "managed" by the
Sponsor. Since the Trust 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 the 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 Trust. (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 the 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.
NY/300350.1
A-3
<PAGE>
<TABLE>
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 2000:
<S> <C>
INITIAL DATE OF DEPOSIT: September 29, 1998 MANDATORY TERMINATION DATE: The
AGGREGATE VALUE OF earlier of October 6, 2003 or the disposition of the
SECURITIES.................... $ 836,469 last Security in the Trust.
NUMBER OF UNITS................. 71,825 CUSIP NUMBERS: Cash: 294762372
FRACTIONAL UNDIVIDED INTEREST IN Reinvestment: 294762380
TRUST......................... 1/71,825 TRUSTEE: The Chase Manhattan Bank
PUBLIC OFFERING PRICE PER 100 UNITS TRUSTEE'S FEE: $.86 per 100 Units outstanding
Net Assets of the Trust....... $ 841,523 OTHER FEES AND EXPENSES: $.15 per 100
Divided By 71,825 Units Units outstanding
(times 100)................... $ 1,171.63 SPONSOR: ING Funds Distributor, Inc.
Plus Sales Charge of 4.50% SPONSOR'S SUPERVISORY FEE: Maximum of
of Public Offering Price... $ 55.18 $.25 per 100 Units outstanding (see "Trust
Public Offering Price+........ $ 1,226.81 Expenses and Charges" in Part B).
SPONSOR'S REPURCHASE PRICE AND RECORD DATE: December 15 and June 15
REDEMPTION PRICE PER DISTRIBUTION DATE: December 31 and June 30
100 UNITS++................... $1,171.63 ROLLOVER NOTIFICATION DATE*:
EVALUATION TIME: 4:00 p.m. New York Time. September 9, 2003 or another date as determined
MINIMUM INCOME OR PRINCIPAL by the Sponsor.
DISTRIBUTION: $1.00 per 100 Units REINVESTMENT SALES CHARGE: 1.00%
LIQUIDATION PERIOD: Beginning 7 days prior
to the Mandatory Termination Date.
MINIMUM VALUE OF TRUST: The Trust may be
terminated if the value of the Trust is
less than 40% of the aggregate value
of the Securities at the completion of
the Deposit Period.
</TABLE>
------------------
* 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.
NY/300350.1
A-4
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
<TABLE>
<CAPTION>
Distributions of
Units Net Asset Value Distributions of Income D Principal During the
Period Ended Outstanding Per 100 Units the Period (Per 100 Units Period (Per 100 Units)
------------- ----------- ------------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
June 30, 1999 70,413 $1,292.48 $ 5.04 -0-
June 30, 2000 71,825 1,171.63 26.98 $127.79
</TABLE>
--------
* 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 the Notes to Financial Statements for a description of the
components of Net Assets
NY/300350.1
A-5
<PAGE>
<TABLE>
<CAPTION>
REICH & TANG
GROWTH AND VALUE II
SCHEDULE A
# Shares Description Market Value % Portfolio
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 396 Albany International Co. $ 5,469.75 0.67000%
2 668 Alberto-Culver Co. 16,342.25 2.00000%
3 468 Allegheny Technologie 9,243.00 1.13000%
4 154 Allergan, Inc. 12,782.00 1.56000%
5 737 Ball Corp. 25,058.00 3.07000%
6 2.431 BMC Industries, Inc. 14,282.13 1.75000%
7 1,135 Burlington Industries 2,002.50 0.24000%
8 1,140 Commscope, Inc. 27,431.25 3.36000%
9 241 Delhaize America Inc. 4,338.00 0.53000%
10 455 Deluxe Corp. 9,640.31 1.18000%
11 300 Diebold, Inc. 8,456.25 1.03000%
12 273 Federal-Mogul Corp. 2,474.06 0.30000%
13 1,287 Fruit of the Loom, Inc. 450.45 0.06000%
14 2,834 General Semiconductor 40,030.00 4.90000%
15 1,012 Harsco Corp. 25,489.75 3.12000%
16 204 Houghton-Mifflin Co. 8,568.00 1.05000%
17 284 Invitrogen Corp. 17,133.19 2.10000%
18 715 Jones Apparel 20,109.38 2.46000%
19 382 Kerr-McGee Corp. 25,044.88 3.06000%
20 453 Lancaster Colony Corp. 11,353.31 1.39000%
21 1,895 MagneTek Inc. 21,318.75 2.61000%
22 599 Manpower, Inc. 20,103.94 2.46000%
23 343 Millipore Corp. 19,851.13 2.43000%
24 403 Motorola Inc. 14,105.00 1.73000%
25 994 Polaroid Corp. 15,344.88 1.88000%
26 1,746 The Reynolds & Reynold 31,973.63 3.91000%
27 589 Roper Industries, Inc. $20,504.56 2.51000%
</TABLE>
NY/300350.1
A-6
<PAGE>
<TABLE>
<CAPTION>
REICH & TANG
GROWTH AND VALUE II
SCHEDULE A
# Shares Description Market Value % Portfolio
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
28 1,090 Scientific-Atlanta, Inc. 71,054.38 8.69000%
29 2,634 Scott Technologies 46,959.28 5.75000%
30 420 Shaw Industries, Inc. 7,770.00 0.95000%
31 899 Snap-On Inc. 25,958.63 3.18000%
32 585 Sonoco Products Co. 9,908.44 1.21000%
33 869 St. Jude Medical, Inc. 40,517.13 4.96000%
34 142 Teledyne Technologies 4,100.25 0.50000%
35 403 Teleflex, Inc. 14,382.06 1.76000%
36 258 Trenwick Group, Inc. 4,386.00 0.54000%
37 140 United Technologies 8,951.25 1.1000%
38 332 Universal Foods Corp. 6,909.75 0.85000%
39 926 Unova, Inc. 4,456.38 0.55000%
40 777 Varian, Inc. 37,004.63 4.53000%
41 758 Varian Medical Systems 33,209.88 4.06000%
42 768 Varian Semiconductor E 34,752.00 4.25000%
43 1,218 Walter Industries 9,591.75 1.18000%
44 49 Water Pik Technologies 453.25 0.06000%
45 1,050 Wausau-Mosinee Paper C 8,925.00 1.09000%
46 834 York International 19,182.00 2.35000%
--------------------------------------------------------------------------------------------
Totals 36,490 $817,354.66 100%
</TABLE>
NY/300350.1
A-7
<PAGE>
Report of Independent Auditors
The Sponsor, Trustee and Certificateholders of
Equity Securities Trust, Signature Series, Reich & Tang Growth and Value
Trust II
We have audited the accompanying statement of net assets of Equity Securities
Trust, Signature Series, Reich & Tang Growth and Value Trust II, including the
portfolio, as of June 30, 2000 and the related statement of operations, and
changes in net assets and financial highlights for the year then ended. These
financial statements and financial highlights are the responsibility of the
Trustee. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit. The statement of
operations, statement of changes in net assets and financial highlights for the
period September 29, 1998 (commencement of operations) through June 30, 1999
were audited by other auditors whose report thereon dated September 15, 1999,
expressed an unqualified opinion on those financial statements and financial
highlights.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of the securities
owned by correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Trustee, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the 2000 financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Equity Securities Trust, Signature Series, Reich & Tang Growth and Value Trust
II at June 30, 2000, the results of its operations, changes in its net assets
and financial highlights for the year then ended, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
New York, New York
October 16, 2000
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Portfolio
June 30, 2000
<TABLE>
<CAPTION>
Portfolio Percentage Cost of Market
No. Shares Name of Issuer of Trust(1) Securities(2) Value (3)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 396 Albany International
Corp. 0.68% $ 6,919 $ 5,668
2 668 Alberto-Culver Co. 2.10 15,687 17,535
3 468 Allegheny
Technologies Inc. 1.02 15,533 8,541
4 154 Allergan, Inc. 1.37 4,793 11,492
5 737 Ball Corp. 2.82 24,362 23,630
6 2,431 BMC Industries, Inc. 1.16 18,893 9,724
7 1,335 Burlington
Industries, Inc. 0.29 7,126 2,420
8 1,140 Commscope, Inc. 5.18 29,033 43,320
9 455 Deluxe Corp. 1.29 13,393 10,749
10 273 Dexter Corp. 1.56 8,109 13,036
11 300 Diebold, Inc. 1.02 6,642 8,531
12 273 Federal-Mogul Corp. 0.31 10,439 2,628
13 241 Delhaize America Inc. 0.46 4,653 3,886
14 1,287 Fruit of the Loom,Inc. 0.04 12,772 347
15 2,834 General
Semiconductor, Inc. 5.12 22,717 42,864
16 1,012 Harsco Corp. 3.13 26,305 26,186
17 204 Houghton-Mifflin Co. 1.14 10,299 9,524
18 715 Jones Apparel Group 1.98 17,552 16,534
19 382 Kerr-McGee Corp. 2.69 16,842 22,490
20 453 Lancaster Colony Corp. 1.06 11,618 8,834
21 1,895 MagneTek Inc. 1.81 20,097 15,160
22 599 Manpower Inc. 2.30 10,803 19,243
23 343 Millipore Corp. 3.09 10,212 25,854
24 403 Motorola Inc. 1.41 6,669 11,838
25 994 Poloroid Corp. 2.14 19,654 17,892
26 1,746 The Reynolds &
Reynolds Co. 3.89 40,554 32,519
27 589 Roper Industries, Inc. 1.81 12,616 15,167
28 1,090 Scientific-Atlanta, Inc. 9.71 24,310 81,205
29 2,634 Scott Technologies, Inc. 5.43 41,964 45,435
30 420 Shaw Industries, Inc. 0.65 7,321 5,408
31 899 Snap-On, Inc. 3.04 28,388 25,397
32 585 Sonoco Products Co. 1.45 15,482 12,102
33 869 St. Jude Medical, Inc. 4.78 27,749 39,974
34 142 Teledyne
Technologies, Inc. 0.32 1,899 2,663
35 403 Teleflex Inc. 1.79 15,008 14,936
36 258 Trenwick Group, Inc. 0.45 8,385 3,741
37 140 United Technologies 0.97 10,325 8,094
38 332 Universal Foods Corp. 0.74 9,180 6,225
39 926 Unova Inc. 0.84 11,269 7,061
40 777 Varian Associates, Inc. 4.28 13,928 35,839
41 758 Varian Medical Systems 3.55 20,807 29,657
42 768 Varian Semiconductor
Equip. 5.77 17,798 48,288
43 1,218 Walter Industries, Inc. 1.62 17,500 13,550
44 49 Water Pik Technologies 0.04 509 306
45 1,050 Wausau-Mosinee Paper
Corp. 1.10 14,906 9,188
46 834 York International Corp. 2.60 29,389 21,788
----------------------------------------
Total Investment in 100.00% $720,409 $836,469
Securities ========================================
</TABLE>
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
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 June 30, 2000, the net unrealized appreciation of all the securities
was comprised of the following:
Gross unrealized appreciation $221,853
Gross unrealized depreciation (105,793)
--------------
Net unrealized appreciation $116,060
==============
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Statement of Net Assets
June 30, 2000
Investments in securities, at market value (cost $720,409) $836,469
Other assets
Cash 147,292
Dividend receivable 282
-------------
Total other assets 147,574
-------------
Liabilities
Payable for securities purchased 129,985
Redemption payable 12,535
-------------
Total liabilities 142,520
-------------
Excess of other assets over total liabilities 5,054
-------------
Net assets (71,825 units of fractional undivided interest
outstanding, $11.72 per unit) $841,523
=============
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Statements of Operations
Period from
September 29,
Year ended 1998 (Date of
June 30, Deposit) to
2000 June 30, 1999
----------------------------
Investment income
Dividends $ 8,999 $47,456
----------------------------
Expenses
Trustee's fees 2,221 1,820
Sponsor's advisory fee 180 38
----------------------------
Total expenses 2,401 1,858
----------------------------
Net investment income 6,598 45,598
----------------------------
Realized and unrealized gain (loss)
Realized gain on investments 49,645 3,850
Unrealized appreciation (depreciation) on (24,262) 140,322
investments
----------------------------
Net gain on investments 25,383 144,172
----------------------------
Net increase in net assets resulting from $ 31,981 $189,770
operations ============================
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Statements of Changes in Net Assets
Period from
September 29,
Year ended 1998 (Date of
June 30, Deposit) to
2000 June 30, 1999
----------------------------
Operations
Net investment income $ 6,598 $45,598
Realized gain on investments 49,645 3,850
Unrealized appreciation (depreciation) on (24,262) 140,322
investments ----------------------------
Net increase in net assets resulting from 31,981 189,770
operations ----------------------------
Distributions to Certificateholders
Investment income 9,083 3,638
Principal 83,900 -
Redemptions
Interest 301 121
Principal 75,676 24,472
----------------------------
Total distributions and redemptions 168,960 28,231
----------------------------
Total increase (decrease) (136,979) 161,539
Value of additional units acquired during the
offering period to Certificateholders 89,781 617,724
Other capital changes (41,246) -
Net assets
Beginning of year 929,967 150,704
----------------------------
End of year (including undistributed net
investment income of $(2,193) and $41,839, $ 841,523 $929,967
respectively) ============================
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Financial Highlights
Selected data for a unit of the Trust outstanding:*
Period from
September 29,
Year ended 1998 (Date of
June 30, Deposit) to
2000 June 30, 1999
----------------------------
Net asset value, beginning of year** $13.21 $9.55
----------------------------
Dividend income .13 1.10
Expenses (.03) (.04)
----------------------------
Net investment income .10 1.06
----------------------------
Net gain or loss on investments(1) .30 2.68
----------------------------
Total from investment operations .40 3.74
----------------------------
Less distributions
to Certificateholders
Income .13 .08
Redemptions interest 1.18 -
----------------------------
Total distributions 1.31 0.08
----------------------------
Other capital changes (.58) -
----------------------------
Net asset value, end of year** $11.72 $13.21
============================
(1) Net gain or loss on investments is a result of changes in outstanding units
since July 1, 1999 and September 29, 1998, respectively, and the dates of net
gain and loss on investments.
* Unless otherwise stated, based upon average units outstanding during the year
of 71,119 ([71,825 + 70,413]/2) for 2000 and of 43,097 ([70,413 + 15,780]/2)
for 1999.
** Based upon actual units outstanding.
The accompanying notes form an integral part of the financial statements.
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Notes to Financial Statements
June 30, 2000
1. Organization
Equity Securities Trust, Signature Series, Reich & Tang Growth & Value Trust II
(the Trust) was organized on September 29, 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 objectives of
the Trust are to achieve capital appreciation and growth of income.
Effective February 9, 2000, ING Funds Distributor, Inc. ("ING") has become the
successor sponsor to certain unit investment trusts previously sponsored by
Reich & Tang. As successor sponsor, ING has assumed all of the obligations and
rights of Reich & Tang, the previous sponsor.
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 on the ex-dividend date.
Security Valuation
Investments are carried at market value which is determined by the Chase
Manhattan Bank. The market value of the portfolio is based upon the bid prices
for the securities at the end of the year, which approximates the fair value of
the securities 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, Signature Series, Reich & Tang Growth
and Value Trust II
Notes to Financial Statements (continued)
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 Chase Manhattan Bank (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 principal 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 years ended June 30, 2000 and 1999, 5,185 and 2,042 units were
redeemed, respectively.
The Trust pays an annual fee for trustee services rendered by the Trustees of
$.86 per 100 units outstanding. A maximum fee of $.25 per 100 units outstanding
is paid to the Sponsor. For the years ended 1999, the "Trustee's Fees" are
comprised of Trustee fees of $295 and $590 and other expenses of $1,926 and
$1,230, respectively. The other expenses include professional, printing, and
miscellaneous fees.
<PAGE>
Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II
Notes to Financial Statements (continued)
5. Net Assets
At June 30, 2000, the net assets of the Trust represented the interest of
Certificateholders as follows:
Original cost of Certificateholders $ 150,704
Less initial gross underwriting commission 19,500
--------------
131,204
Cost of additional units acquired during the offering
period to Certificateholders 747,709
Accumulated cost of securities sold, matured or called (158,504)
Net unrealized appreciation 116,060
Distributions in excess of net investment income (2,193)
Undistributed proceeds from investments 7,247
--------------
Total $ 841,523
==============
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 15,780 units of fractional undivided interest of the
Trust as of the date of deposit. An additional 63,272 units of fractional
undivided interest were issued during the offering period.
<PAGE>
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[INSERT LOGO]
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EQUITY SECURITIES TRUST,
SIGNATURE SERIES,
REICH & TANG GROWTH AND VALUE TRUST II
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUST
ORGANIZATION. Equity Securities Trust, Signature Series, Reich & Tang Growth
and Value Trust II consists of a "unit investment trust" designated as set forth
in Part A. 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., the
predecessor to ING Funds Distributor, 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 Trust
evidence of the Sponsor's ownership of all Units of the Trust. The Sponsor has a
limited right to substitute other securities in the Trust portfolio in the event
of a failed contract. See "The Trust--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 and cash of the Trust in the ratio of one
hundred Units for the indicated amount of the aggregate market value of the
Securities and cash initially deposited in the Trust as is set forth in the
"Summary of Essential Information." As additional Units are issued by the 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 the Trust represented by each
unredeemed Unit will increase, although the actual interest in the 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.
DEPOSIT OF ADDITIONAL SECURITIES. With the deposit of the Securities in the
Trust on the Initial Date of Deposit, the Sponsor established a proportionate
relationship among the initial aggregate value of specified Securities in the
Trust. During the 90 days subsequent to the Initial Date of Deposit (the
"Deposit Period"), the Sponsor may deposit additional Securities in the Trust
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
NY/302309.2
<PAGE>
deposited on the Initial Date of Deposit because of, among other reasons,
purchase requirements, changes in prices, or unavailability of Securities. The
composition of the 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 the 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 Trust are unavailable
(see "The Trust--Substitution of Securities" below).
OBJECTIVES. The objectives of the Value Trust are to seek to achieve capital
appreciation and growth of income. The Value Trust seeks to achieve its
objectives by selecting common stocks of established small and mid-sized
companies. The Sponsor cannot give any assurance that the Trust's objectives
will be achieved. As used herein, the term "Securities" means the common stocks
initially deposited in the Trust and any additional securities acquired and held
by the Trust 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 Trust will be achieved. All of the Securities in the Trust are
listed on a U.S. Stock exchange (or the over-the-counter exchange).
The Trust will terminate in approximately five years from the initial Date of
Deposit, 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.
THE SECURITIES. In selecting for the Trust, the Sponsor normally will
consider the following factors, among others: (1) values of individual
securities relative to other investment alternatives; (2) trends in the
determinants of corporate profits, corporate cash flow, balance sheet changes,
management capability and practices and (3) the economic and political outlook.
The Sponsor's investment strategy focuses on undervalued common stocks of
established small and mid-sized companies with strong business franchises,
strong management and high or improving returns on investment.
The Trustee has not participated and will not participate in the selection of
Securities for the Trust, and neither the Sponsor nor the Trustee will be liable
in any way for any default, failure or defect in any Securities.
SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any Security
that has been purchased for the Trust 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 substitution 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.
NY/302309.2
B-2
<PAGE>
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 Trust, are not subject to
such frequent changes based upon continuous analysis. All the Securities in the
Trust are liquidated or distributed during the Liquidation Period. Since the
Trust 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 Trust 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 the Trust
would be impermissible, such as to maximize return by taking advantage of market
fluctuations. Investors should consult with their own financial advisers prior
to investing in the 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 Trust contains primarily common stocks of domestic
issuers, an investment in Units of the 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
NY/302309.2
B-3
<PAGE>
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.
LIQUIDITY. The existence of a liquid trading market for Securities in the
Trust portfolio may depend on whether dealers will make a market in these
Securities. There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.
The Trust may purchase securities that are not registered ("Restricted
Securities") under the Securities Act, but can be offered and sold to "qualified
institutional buyers" under Rule 144A under the Securities Act. Since it is not
possible to predict with assurance exactly how this market for Restricted
Securities sold and offered under Rule 144A will develop, the Sponsor will
carefully monitor the Trust's investments in these securities, focusing on such
factors, among others, as valuation, liquidity and availability of information.
This investment could have the effect of increasing the level of illiquidity in
the Trust to the extent that qualified institutional buyers become for a time
uninterested in purchasing these Restricted Securities.
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. Small
capitalization companies ("Small-Cap Companies") are generally those with market
capitalizations of $1 billion or less at the time of the Trust's 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.
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.
NY/302309.2
B-4
<PAGE>
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 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 by such other appraisal deemed appropriate by the Trustee
or (c) by any combination of the above, each as of the Evaluation Time.
DISCOUNTS. 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 3.50%. 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 (see "Trust Termination").
Employees (and their immediate families) of ING Funds Distributor, Inc. (and
its affiliates), the Portfolio Consultant and of the special counsel to the
Sponsor, may, pursuant to employee benefit arrangements, purchase Units of the
Trust without a sales charge and at a price equal to the aggregate value of the
underlying securities in the Trust, divided by the number of Units outstanding.
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, and not through other
broker-dealers.
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 3.50% of the public offering price.
Units may be purchased (including purchases by Rollover Unitholders) at the
Public Offering Price 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 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. On November 16, 1999, President Clinton signed the
Gramm-Leach-Bliley Act, repealing certain provisions of the Glass-Steagall Act
which have restricted affiliation between banks and securities firms and
amending the Bank Holding Company Act thereby removing restrictions on banks and
insurance companies. The new legislation grants banks new authority to conduct
certain authorized activity through financial institutions. 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.
NY/302309.2
B-5
<PAGE>
The Sponsor presently maintains and intends to continue 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 3.50% 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 4.50% of the Public Offering Price per 100 Units
(equivalent to 4.712% of the net amount invested in the Securities).
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. 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.
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 the 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 purchases 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
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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 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 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.
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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. 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"). It does not discuss
special rules that apply to investors subject to special treatment, such as
Securities dealers, financial institutions, insurance companies or investors who
hold Units as a part of a hedge or straddle.
In rendering the opinion set forth in the three numbered paragraphs
immediately below, Paul, Hastings, Janofsky & Walker LLP has examined the
Agreement, the final form of Prospectus dated the date hereof (the "Prospectus")
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 Paul, Hastings, Janofsky & Walker 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
accordance with their pro rata interest in the assets of the Trust.
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 deposited in initially
establishing a Trust. This retained right falls within the guidelines
promulgated by the Internal Revenue Service ("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 such 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.
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 realized by corporations are generally taxed at the same rates applicable
to ordinary income, although non-corporate taxpayers who realize long-term
capital gains with respect to Units held for more than one year may be subject
to a reduced tax rate of 20% on such gains, 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'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 for married individuals filing separately) recognized by
non-corporate Unitholders may be deducted against ordinary income.
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" as provided in Section 316 of the Code. A Unitholder's pro rata portion
of dividends paid on such Security that exceed such current or accumulated
earnings and profits will first reduce a Unitholder's tax basis in such
Security, and to the extent that such dividends exceed a Unitholder's tax basis
in such Security will generally be treated as capital gain.
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A Unitholder who 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 is subject to
limitations 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 there are 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 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 from 70% 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 not available to "S" Corporations and certain
other corporations, and is not available for purposes of special taxes such as
the accumulated earnings tax and the personal holding company tax. Congress from
time to time considers proposals to reduce this reduction.
As discussed in the section "Trust Termination", each Unitholder may have
three options in receiving its termination distributions, namely (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 Trust (if
one is offered). There are special tax consequences should a Unitholder choose
option (i), the exchange of the Unitholder's Units for a pro rata portion of
each of the Securities held by the Trust plus cash in lieu of fractional shares.
Treasury Regulations provide that gain or loss is recognized when there is a
conversion of property into property that is materially different in kind or
extent. In this instance, the Unitholder may be considered the owner of an
undivided interest in all of a Trust's assets. By accepting the pro rata share
of the number of Securities of the Trust, in partial exchange for its Units, the
Unitholder 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. As such, there should be no material difference in the
Unitholder's ownership, 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-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.
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.
Prospective tax-exempt 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 Trust.
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
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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 ING Funds Distributor, Inc., 1475 Dunwoody Drive, West
Chester, Pennsylvania 19380. Units tendered by redemption requests received
after 4 P.M., Eastern 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 4.50% sales charge (or 4.712% of the net amount invested) 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 saleability 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 five
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 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 the 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 the Trust
determined by the Trustee on the basis of (i) the cash on hand (during the
initial offering period a portion of the cash on hand includes an amount
sufficient to pay the per Unit portion of all or a part of the cost incurred in
organizing and offering the Trust, see "Trust Expenses and Charges") 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 the Trust in the
following manner: because the Securities are listed on a national securities
exchange, this evaluation is
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based on the closing sale prices on that exchange. Unless 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 the Trust for redemption may
request by written notice submitted at the time of tender from the Trustee in
lieu of a cash redemption a 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 Accounts
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.
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 Bonds 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. The 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 the 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 Trust 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 the 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.
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(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
Trust.
(d) The Sponsor is authorized to increase the size and number of
Units of the Trust 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. [In
determining whether to dispose of or hold Securities, new securities or
property, the Sponsor may be advised by the Portfolio Supervisor.]
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 the 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 Trust 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 the Trust
and in no event is it to continue beyond the Mandatory Termination Date. If the
value of the 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 form (to be supplied
to Unitholders of at least 2,500 Units prior to such date) (see Part A--"Summary
of Essential Information" for the date of the commencement of the Liquidation
Period):
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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 during 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 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, may 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 the last business day of 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.
NY/302309.2
B-13
<PAGE>
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 Growth and Value Trust can
sell underlying Securities directly to a New Series. The exemption will enable
the 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. All Unitholders
will then elect either option 1, if eligible, or option 2.
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 an 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. Effective February 9, 2000, ING Funds Distributor, Inc. has
become the successor to Reich & Tang Distributors, Inc., as Sponsor to the
Trusts. ING Funds Distributor, Inc., an Iowa corporation, is a wholly owned
indirect subsidiary of ING Group. ING Group, among the leading global financial
services organizations, is engaged in asset management, banking and insurance
activities in 60 countries worldwide with over 82,000 employees. The Sponsor is
a member of the National Association of Securities Dealers, Inc.
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 Trust; 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
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.
NY/302309.2
B-14
<PAGE>
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.
EVALUATION OF THE TRUST. The value of the Securities in the 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
ING Mutual Funds Management Co., LLC, an affiliate of ING Funds Distributor,
Inc., will receive for portfolio supervisory services to the Trust 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 Trust, 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 Trust,
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 the 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. Such 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 the 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
NY/302309.2
B-15
<PAGE>
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 auditors 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.
REINVESTMENT PLAN
Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trust) may be reinvested
by participating in the Trust's 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 Trust-Organization" in this Part B. Units acquired by
reinvestment will not be subject to any sales charge. 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
Trust. The Sponsor reserves the right to demand, modify or terminate the
reinvestment plan at any time without prior notice. The reinvestment plan for
the Trust 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
the 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 the 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
NY/302309.2
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<PAGE>
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 market, and (ii)
exchanges will be effected in whole units only. 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 Trust 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 ING Funds
Distributor, Inc. or a sponsor controlled by or under common control with ING
Funds Distributor, Inc., 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 generally constitute a "taxable event" to the Unitholder under the Internal
Revenue Code. The Unitholder will realize a tax gain or loss that will be long-
or short-term and capital or ordinary income 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.
NY/302309.2
B-17
<PAGE>
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby and certain matters
relating to federal tax law have been passed upon by Paul, Hastings, Janofsky &
Walker LLP, 399 Park Avenue, 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.
INDEPENDENT ACCOUNTANTS. The financial statements for the year ended June 30,
2000 included in Part A of this Prospectus have been examined by Ernst & Young
LLP, independent auditors. The financial statements have been so included in
reliance on their report given upon the authority of said firm as experts in
accounting and auditing.
PORTFOLIO SUPERVISOR. ING Mutual Funds Management Co. LLC, a Delaware
limited liability company, is a wholly- owned indirect subsidiary of ING Group
and is an affiliate of the Sponsor.
PERFORMANCE INFORMATION. Total returns, average annualized returns and/or
cumulative returns for various periods of the Trust 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. Average annualized returns show the average return for stated periods of
longer than a year. Advertising and sales literature for the Trust may also
include excerpts from the Sponsor's research reports on one or more of the
stocks in the Trust, 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 the Trust's relative
performance for any future period.
Pending the approval of the SEC and the National Association of Securities
Dealers Regulation, the Sponsor may also include the performance of hypothetical
portfolios to which the Sponsor has applied the same investment objectives and
selection strategies as described in "The Trust--The Securities" and which the
Sponsor intends to apply to the selection of securities for the Trust. This
performance information is intended to illustrate the strategy and should not be
interpreted as indicative of the future performance of the Trust.
NY/302309.2
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<PAGE>
No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon as
having been authorized by the 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 been
guaranteed, sponsored, recommended or approved by the United States or any state
or any agency or officer thereof.
------------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
<TABLE>
<CAPTION>
Table of Contents
Title Page
PART A
<S> <C>
Summary of Essential Information........................................... A-4
Financial and Statistical Information...................................... A-5
Audit and Financial Information............................................ F-1
PART B
The Trust.................................................................. B-1
Risk Considerations........................................................ B-3
Public Offering............................................................ B-5
Rights of Unitholders...................................................... B-6
Tax Status................................................................. B-8
Liquidity.................................................................. B-9
Trust Administration....................................................... B-11
Trust Expenses and Charges................................................. B-15
Reinvestment Plan.......................................................... B-16
Exchange Privilege and Conversion Offer.................................... B-16
Other Matters.............................................................. B-18
</TABLE>
This Prospectus does not contain all of the information with respect to the
Trusts set forth in its registration statements filed with the Securities and
Exchange Commission, Washington, D.C. under the Securities Act of 1933 (file no.
333-56917) and the Investment Company Act of 1940 (file no. 811-2868), and to
which reference is hereby made.
Information may be reviewed and copied at the Commission's Public Reference
Room, and information on the Public Reference Room may be obtained by calling
the SEC at 1-202-942-8090. Copies may be obtained from the SEC by:
o visiting the SEC Internet address: http://www.sec.gov
------------------
o electronic request (after paying a duplicating fee) at the following
E-mail address: [email protected]
------------------
o writing: Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-6009
-------------------------------------------
EQUITY SECURITIES TRUST
-------------------------------------------
SIGNATURE SERIES
-------------------------------------------
EQUITY SECURITIES TRUST,
SIGNATURE SERIES,
REICH & TANG GROWTH AND
VALUE TRUST II
PROSPECTUS
DATED: OCTOBER 28, 2000
SPONSOR:
ING FUNDS DISTRIBUTOR, INC.
1475 Dunwoody Drive
West Chester, Pennsylvania 19380
877-463-6464
TRUSTEE:
THE CHASE MANHATTAN BANK
Four New York Plaza
New York, New York 10004
NY/302309.2
B-19
<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 Prospectus consisting of pages.
Undertaking to File Reports.
Signatures.
Consent of Counsel.
Consent of Independent Auditors/Accountants.
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. 1 to
Form S-6 Registration Statement No. 333-56917 on September 29,
1998 and incorporated herein by reference).
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 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 incorporate herein by reference).
99.1.3.5 -- Certificate of Incorporation of ING Funds Distributor, Inc.
(filed as Exhibit 99.1.3.5 to Amendment No. 2 to Form S-6
Registration Statement No. 333-31048 on March 28, 2000 and
incorporated herein by reference).
99.1.3.6 -- By-Laws of ING Funds Distributor, Inc. (filed as Exhibit
99.1.3.6 to Amendment No. 2 to Form S-6 Registration Statement
No. 333-31048 on March 28, 2000 and incorporated herein by
reference).
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 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).
99.3.1 -- 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. 1 to Form S-6
Registration Statement No. 333-56917 on September 29, 1998 and
incorporated herein by reference).
99.6.0 -- Power of Attorney of ING Funds Distributor, 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- 31048 on February 24, 2000 and incorporated herein by
reference).
99.11.0 -- Code of Ethics of ING Mutual Funds Management Co. LLC (filed as
Exhibit 99.11.0 to Post-Effective Amendment No. 8 to Form S-6
Registration No. 33-45890 on October 27, 2000 and incorporated
herein by reference).
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<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Equity Securities Trust, Signature Series, Reich & Tang Growth and
Value Trust II, 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 1933. 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 23rd day of October, 2000.
EQUITY SECURITIES TRUST,
SIGNATURE SERIES,
REICH & TANG GROWTH AND
VALUE TRUST II
(Registrant)
ING FUNDS DISTRIBUTOR, INC.
(Depositor)
By /s/ PETER J. DEMARCO
----------------------
Peter J. DeMarco
(Authorized Signator)
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 ING Funds Distributor, the Depositor, in the capacities and on
the dates indicated.
Name Title Date
---- ----- ----
DONALD E. BROSTROM Chief Financial Officer, October 23, 2000
Treasurer and Director
ERIC M. RUBIN Director
By /s/ PETER J. DEMARCO
--------------------
Peter J. DeMarco
Attorney-In-Fact*
--------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to Form S-6
to Registration Statement No. 333-31048 on February 24, 2000.
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<PAGE>
CONSENT OF COUNSEL
We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus included in the Registration Statement.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
New York, New York
October 27, 2000
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<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated October 16, 2000, in the Registration
Statement and related Prospectus of Equity Securities Trust, Signature Series,
Reich and Tang Growth and Value Trust II.
ERNST & YOUNG LLP
New York, New York
October 27, 2000
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment to the registration statement
on Form S-6 of our report dated September 15, 1999, relating to the financial
statements and financial highlights for the period September 29, 1998
(commencement of operations) through June 30, 1999 of Equity Securities Trust,
Signature Series, Reich & Tang Growth and Value Trust II which appears in such
Prospectus. We also consent to the reference to us under the heading
"Independent Accountants" in the Prospectus.
PricewaterhouseCoopers LLP
Boston, MA
October 25, 2000
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