File No. 333-63935
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
AUTO & TRANSPORTATION GROWTH TRUST SERIES
COMMUNICATIONS GROWTH TRUST, SERIES 3
INTERNET GROWTH TRUST, SERIES 5
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
(Exact Name of Trust)
NIKE SECURITIES L.P.
(Exact Name of Depositor)
1001 Warrenville Road
Lisle, Illinois 60532
(Complete address of Depositor's principal executive offices)
NIKE SECURITIES L.P. CHAPMAN AND CUTLER
Attn: James A. Bowen Attn: Eric F. Fess
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
(Name and complete address of agents for service)
It is proposed that this filing will become effective (check
appropriate box)
: : immediately upon filing pursuant to paragraph (b)
: x : December 30, 1999
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
1,867,871 UNITS
PROSPECTUS
Part One
Dated December 28, 1999
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The America's Leading Brands Growth Trust, Series 4 (the "Trust") is a unit
investment trust consisting of a portfolio containing common stocks issued by
companies which are considered to be leaders in their industries. At November
16, 1999, each Unit represented a 1/1,867,871 undivided interest in the
principal and net income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit of the Trust is equal to the aggregate
value of the Securities in the Portfolio of the Trust, plus or minus cash, if
any, in the income and Capital Accounts of the Trust, plus a sales charge of
4.0% of the Public Offering Price (4.167% of the net amount invested)
excluding income and principal cash. At November 16, 1999, the Public
Offering Price per Unit was $11.244 (see "Public Offering" in Part Two). The
minimum purchase is $1,000 ($500 for Individual Retirement Plans or other
retirement plans).
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1999
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 1,867,871
Fractional Undivided Interest in the Trust per Unit 1/1,867,871
Public Offering Price:
Aggregate Value of Securities in the Portfolio $20,158,025
Aggregate Value of Securities per Unit $10.792
Income and principal cash in the portfolio $3,430
Income and principal cash per Unit $.002
Sales Charge 4.167% (4.0% of Public Offering Price,
excluding income and principal cash) $.450
Public Offering Price per Unit $11.244
Redemption Price and Sponsor's Repurchase Price per Unit
($.450 less than the Public Offering Price per Unit) $10.794
</TABLE>
Date Trust Established October 15, 1998
Mandatory Termination Date October 15, 2003
Evaluator's Annual Fee: $0.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to an affiliate Maximum of $0.0035
of the Sponsor per Unit annually
Bookkeeping and administrative fees Maximum of $.0015
payable to the Sponsor per Unit annually
Trustee's Annual Fee: $0.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly on the last day of the month to Unit
Holders of record on the fifteenth day of such month if the amount available
for distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: Last day of each June and December.
A Unit holder who owns at least 1,000 Units may request an "In Kind
Distribution" upon tendering Units for redemption or upon termination of the
Trust. See "Rights of Unit Holders - How are Income and Capital Distributed?"
in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 291
America's Leading Brands Growth Trust, Series 4
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 291, America's Leading Brands Growth Trust,
Series 4 as of August 31, 1999, and the related statements of operations and
changes in net assets for the period from the Initial Date of Deposit, October
15, 1998, to August 31, 1999. These financial statements are the
responsibility of the Trust's Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of August 31, 1999, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 291, America's Leading
Brands Growth Trust, Series 4 at August 31, 1999, and the results of its
operations and changes in its net assets for the period from the Initial Date
of Deposit, October 15, 1998, to August 31, 1999, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 10, 1999
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Equity securities, at market value (cost, $22,465,794)
(Note 1) $22,824,075
Dividends receivable 19,980
Cash 71,853
Receivable from investment transaction 48,009
___________
22,963,917
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Liability for deferred sales charge (Note 3) 147,307
Accrued liabilities 19,308
Unit redemption payable 48,440
___________
215,055
___________
Net assets, applicable to 2,100,005
outstanding units of fractional
undivided interest:
Cost of Trust assets $22,465,794
Net unrealized appreciation (Note 2) 358,281
Distributable funds 788,890
Less deferred sales charge paid
or accrued (Note 3) (826,507)
Less organization and offering costs
(Note 1) (37,596)
__________
$22,748,862
===========
Net asset value per unit $10.833
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
PORTFOLIO - See notes to portfolio.
August 31, 1999
<TABLE>
<CAPTION>
Number Market
of Shares Name of Issuer of Equity Securities value
<C> <S> <C>
Apparel
41,518 Nautica Enterprises, Inc. $557,919
44,352 (1) Tommy Hilfiger Corporation 1,505,218
Beverages
13,166 Anheuser-Busch Companies, Inc. 1,013,782
11,536 The Coca-Cola Company 690,003
24,248 PepsiCo, Inc. 827,463
Entertainment
29,725 The Walt Disney Company 824,869
Food
13,438 Campbell Soup Company 593,798
13,148 H.J. Heinz Company 613,854
10,386 Hershey Foods Corporation 556,305
24,651 (1) Sara Lee Corporation 546,956
Household Products
16,197 (1) The Clorox Company 732,914
20,115 (1) Colgate-Palmolive Company 1,076,153
9,632 The Procter & Gamble Company 955,976
Pharmaceuticals
15,696 (1) Bristol-Myers Squibb Company 1,104,606
9,773 Johnson & Johnson 999,289
15,926 (1) Schering-Plough Corporation 837,118
Recreation
30,795 Carnival Corporation 1,376,168
24,074 Harley-Davidson, Inc. 1,312,033
Restaurants
23,287 (1) McDonald's Corporation 963,500
43,349 (1) Starbucks Corporation 991,608
Retail
31,507 (2) The Gap, Inc. 1,232,711
Technology
18,627 (1) Intel Corporation 1,530,916
Tobacco
15,722 Philip Morris Companies, Inc. 588,600
Toiletries/Cosmetics
18,622 The Gillette Company 868,251
Toys
24,589 Mattel, Inc. 524,065
___________
Total investments $22,824,075
===========
</TABLE>
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
NOTES TO PORTFOLIO
August 31, 1999
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of two two for one stock
splits.
See accompanying notes to financial statements.
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
STATEMENT OF OPERATIONS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Dividends $200,230
Expenses:
Trustee's fees and related expenses (16,678)
Evaluator's fees (4,654)
Supervisory fees (5,152)
Administrative fees (2,448)
________
Total expenses (28,932)
________
Investment income - net 171,298
Net gain (loss) on investments:
Net realized gain (loss) 124,928
Change in net unrealized appreciation
or depreciation 358,281
________
483,209
________
Net increase (decrease) in net assets
resulting from operations $654,507
========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
STATEMENT OF CHANGES IN NET ASSETS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $171,298
Net realized gain on investments 124,928
Change in net unrealized appreciation
or depreciation on investments 358,281
___________
654,507
Units issued (2,348,528 units, net of
deferred sales charges of $821,283
and net of organization and offering
costs of $37,260) 25,002,354
Units redeemed (263,448 units) (2,941,253)
Distributions to unit holders:
Investment income - net (108,947)
Principal from investment transactions -
___________
(108,947)
___________
Total increase (decrease) in net assets 22,606,661
Net assets:
At the beginning of the period
(representing 14,925 units outstanding) 142,201
___________
At the end of the period (including
distributable funds applicable to
Trust units of $788,890) $22,748,862
===========
Trust units outstanding at the end of
the period 2,100,005
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Investment income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank which is
based on $0.0096 per unit outstanding based on the largest aggregate number of
units outstanding during the calendar year. In addition, the Evaluator will
receive an annual fee based on $0.0030 per unit outstanding. The Trust also
pays recurring financial reporting costs, an annual supervisory fee payable to
an affiliate of the Sponsor and an annual administrative fee payable to the
Sponsor.
Organization and offering costs -
A portion of the Public Offering Price paid by unit holders consisted of
equity securities in an amount sufficient to pay for all or a portion of the
costs incurred in establishing the Trust, including costs of preparing the
registration statement, the Trust indenture and other closing documents,
registering units with the Securities and Exchange Commission and states, the
initial audit of the Trust's portfolio, legal fees and the initial fees and
expenses of the Trustee. Such costs, totaling $37,596, were paid at the end
of the Trust's initial offering period.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at August 31, 1999 follows:
<TABLE>
<S> <C>
Unrealized appreciation $1,913,896
Unrealized depreciation (1,555,615)
__________
$358,281
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which will be paid to
the sponsor over a five-month period ending on September 20, 1999, plus an
initial sales charge equal to the difference between the deferred sales charge
and the total sales charge of 4.5% of the Public Offering Price, which is
equivalent to 4.545% of the net amount invested, exclusive of the deferred
sales charge. The remaining installment of the deferred sales charge is
presented as a liability in the accompanying statement of assets and
liabilities.
Distributions to unit holders -
Income distributions to unit holders are made on June 30 and December 31 to
unit holders of record on June 15 and December 15. Principal distributions to
unit holders, if any, are made on the last day of the month to unit holders of
record on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per unit. Notwithstanding, principal
distributions, if any, will be made in December of each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout the period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
Oct. 15,
1998, to
Aug. 31,
1999
<S> <C>
Investment income - dividends $.115
Expenses (.016)
_______
Investment income - net .099
Distributions to unit holders:
Investment income - net (.050)
Principal from investment transactions -
Net gain (loss) on investments 1.256
_______
Total increase (decrease) in net assets 1.305
Net assets:
Beginning of the period 9.528
_______
End of the period $10.833
=======
</TABLE>
Investment income - dividends, Expenses and Investment income - net per unit
have been calculated based on the weighted-average number of units outstanding
during the period (1,736,129 units). Distributions to unit holders of
Investment income-net reflects the Trust's distributions of approximately
$.004 per unit to 1,070,879 units on December 31, 1998 and approximately $.046
per unit to 2,269,190 units on June 30, 1999. The net gain (loss) on
Investments per unit includes the effects of changes arising from issuance of
2,348,528 additional units during the period at net asset values which
differed from the net asset value per unit of the original 14,925 units
($9.528 per unit) on October 15, 1998.
<PAGE>
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST, SERIES 4
PART ONE
Must be Accompanied by Part Two and Part Three
_____________________
P R O S P E C T U S
_____________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
229,967 UNITS
PROSPECTUS
Part One
Dated December 28, 1999
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Auto & Transportation Growth Trust Series (the "Trust") is a unit
investment trust consisting of a portfolio containing common stocks issued by
companies which are involved in the air freight, airlines, motor vehicles,
parts and accessories, railroads and trucking industries. At November 16,
1999, each Unit represented a 1/229,967 undivided interest in the principal
and net income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit of the Trust is equal to the aggregate
value of the Securities in the Portfolio of the Trust, plus or minus cash, if
any, in the income and Capital Accounts of the Trust, plus a sales charge of
4.0% of the Public Offering Price (4.167% of the net amount invested)
excluding income and principal cash. At November 16, 1999, the Public
Offering Price per Unit was $11.829 (see "Public Offering" in Part Two). The
minimum purchase is $1,000 ($500 for Individual Retirement Accounts or other
retirement plans).
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1999
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 229,967
Fractional Undivided Interest in the Trust per Unit 1/229,967
Public Offering Price:
Aggregate Value of Securities in the Portfolio $2,677,349
Aggregate Value of Securities per Unit $11.642
Income and principal cash (overdraft) in the portfolio $(68,463)
Income and principal cash (overdraft) per Unit $(.298)
Sales Charge 4.167% (4.0% of Public Offering Price,
excluding income and principal cash) $.485
Public Offering Price per Unit $11.829
Redemption Price and Sponsor's Repurchase Price per Unit
($.485 less than the Public Offering Price per Unit) $11.344
</TABLE>
Date Trust Established October 15, 1998
Mandatory Termination Date October 15, 2003
Evaluator's Annual Fee: $0.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to an affiliate Maximum of $0.0035
of the Sponsor per Unit annually
Bookkeeping and administrative fees Maximum of $.0015
payable to the Sponsor per Unit annually
Trustee's Annual Fee: $0.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly on the last day of the month to Unit
Holders of record on the fifteenth day of such month if the amount available
for distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: Last day of each June and December.
A Unit holder who owns at least 1,000 Units may request an "In Kind
Distribution" upon tendering Units for redemption or upon termination of the
Trust. See "Rights of Unit Holders - How are Income and Capital Distributed?"
in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 291
Auto & Transportation Growth Trust Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 291, Auto & Transportation Growth Trust Series
as of August 31, 1999, and the related statements of operations and changes in
net assets for the period from the Initial Date of Deposit, October 15, 1998,
to August 31, 1999. These financial statements are the responsibility of the
Trust's Sponsor. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of August 31, 1999, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 291, Auto & Transportation
Growth Trust Series at August 31, 1999, and the results of its operations and
changes in its net assets for the period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 10, 1999
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Equity securities, at market value (cost, $2,796,250)
(Note 1) $2,997,528
Dividends receivable 3,080
__________
3,000,608
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Liability for deferred sales charge (Note 3) 17,031
Accrued liabilities 1,459
Cash overdraft 73,280
__________
91,770
__________
Net assets, applicable to 243,293
outstanding units of fractional
undivided interest:
Cost of Trust assets $2,796,250
Net unrealized appreciation (Note 2) 201,278
Distributable funds (deficit) (5,102)
Less deferred sales charges paid
or accrued (Note 3) (81,402)
Less organization and offering
costs (note 1) (2,186)
__________
$2,908,838
==========
Net asset value per unit $11.956
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
PORTFOLIO - See notes to portfolio.
August 31, 1999
<TABLE>
<CAPTION>
Number Market
of Shares Name of Issuer of Equity Securities value
<C> <S> <C>
Air Freight
4,568 Airborne Freight Corporation $115,059
4,291 Air Express International Corporation 104,863
4,948 (1) Expeditors International of Washington, Inc. 159,885
Airlines
1,491 AMR Corporation 87,410
4,682 (2) Comair Holdings, Inc. 98,907
1,723 (1) Delta Air Lines, Inc. 87,551
2,997 Midwest Express Holdings, Inc. 80,919
6,434 (2) Southwest Airlines Company 107,371
1,246 UAL Corporation 80,757
Motor Vehicles
1,078 (3) Daimler Chrysler AG 81,053
1,647 Ford Motor Company 85,850
2,381 Harley-Davidson Company 129,765
1,385 Honda Motor Company, Limited (ADR) 112,272
4,075 Navistar International Corporation 198,147
1,907 PACCAR, Inc. 105,123
Motor Vehicles - Parts and Accessories
2,229 Dana Corporation 97,102
1,127 Eaton Corporation 110,446
6,521 Gentex Corporation 124,714
1,569 The Goodyear Tire & Rubber Company 88,060
1,553 Johnson Controls, Inc. 106,186
1,890 Lear Corporation 75,955
4,150 Tower Automotive, Inc. 83,000
Railroads
2,428 Burlington Northern Santa Fe Corporation 70,412
2,539 Norfolk & Company (formerly Norfolk
Southern Corporation) 66,491
4,888 Wisconsin Central Transportation Corporation 77,905
Trucking
5,438 Heartland Express, Inc. 80,890
4,688 M.S. Carriers, Inc. 133,608
6,092 (2) Swift Transportation Company, Inc. 126,793
5,721 Werner Enterprises, Inc. 121,034
__________
Total investments $2,997,528
==========
</TABLE>
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
NOTES TO PORTFOLIO
August 31, 1999
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of a three for two stock split.
(3) In November 1998, Chrysler Corporation (Chrysler), one of the Trust's
original holdings, was acquired by Daimler-Benz AG (Daimler). Each
shareholder of Chrysler received .6235 shares of Daimler for each share
of Chrysler held. The name of the combined company was then changed to
Daimler Chrysler AG.
See accompanying notes to financial statements.
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
STATEMENT OF OPERATIONS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Dividends $22,669
Expenses:
Trustee's fees and related expenses (1,701)
Evaluator's fees (452)
Supervisory fees (561)
Administrative fees (240)
________
Total expenses (2,954)
________
Investment income - net 19,715
Net gain (loss) on investments:
Net realized gain (loss) (62,210)
Change in net unrealized appreciation
or depreciation 201,278
________
139,068
________
Net increase (decrease) in net assets
resulting from operations $158,783
========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
STATEMENT OF CHANGES IN NET ASSETS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $19,715
Net realized gain (loss) on investments (62,210)
Change in net unrealized appreciation
or depreciation on investments 201,278
__________
158,783
Units issued (228,377 units, net of
deferred sales charges of $76,181
and net of organization and offering
costs of $1,850) 2,701,696
Units redeemed -
Distributions to unit holders:
Investment income - net (13,675)
Principal from investment transactions (80,081)
__________
(93,756)
__________
Total increase (decrease) in net assets 2,766,723
Net assets:
At the beginning of the period
(representing 14,916 units outstanding) 142,115
__________
At the end of the period (including
distributable funds (deficit) applicable
to Trust units of $(5,102)) $2,908,838
==========
Trust units outstanding at the end of
the period 243,293
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Investment income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank which is
based on $0.0096 per unit outstanding based on the largest aggregate number of
units outstanding during the calendar year. In addition, the Evaluator will
receive an annual fee based on $0.0030 per unit outstanding. The Trust also
pays recurring financial reporting costs, an annual supervisory fee payable to
an affiliate of the Sponsor and an annual administrative fee payable to the
Sponsor.
Organization and offering costs -
A portion of the Public Offering Price paid by unit holders consisted of
equity securities in an amount sufficient to pay for all or a portion of the
costs incurred in establishing the Trust, including costs of preparing the
registration statement, the Trust indenture and other closing documents,
registering units with the Securities and Exchange Commission and states, the
initial audit of the Trust's portfolio, legal fees and the initial fees and
expenses of the Trustee. Such costs, totaling $2,186 were paid at the end of
the Trust's initial offering period.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at August 31, 1999 follows:
<TABLE>
<S> <C>
Unrealized appreciation $301,746
Unrealized depreciation (100,468)
________
$201,278
========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which will be paid to
the sponsor over a five-month period ending on September 20, 1999, plus an
initial sales charge equal to the difference between the deferred sales charge
and the total sales charge of 4.5% of the Public Offering Price, which is
equivalent to 4.545% of the net amount invested, exclusive of the deferred
sales charge. The remaining installment of the deferred sales charge is
presented as a liability in the accompanying statement of assets and
liabilities.
Distributions to unit holders -
Income distributions to unit holders are made on June 30 and December 31 to
unit holders of record on June 15 and December 15. Principal distributions to
unit holders, if any, are made on the last day of the month to unit holders of
record on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per unit. Notwithstanding, principal
distributions, if any, will be made in December of each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout the period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
Oct. 15,
1998, to
Aug. 31,
1999
<S> <C>
Investment income - dividends $.132
Expenses (.017)
_______
Investment income - net .115
Distributions to unit holders:
Investment income - net (.058)
Principal from investment transactions (.342)
Net gain (loss) on investments 2.713
_______
Total increase (decrease) in net assets 2.428
Net assets:
Beginning of the period 9.528
_______
End of the period $11.956
=======
</TABLE>
Investment income - dividends, Expenses and Investment income - net per unit
have been calculated based on the weighted-average number of units outstanding
during the period (171,399 units). Distributions to unit holders of
Investment income-net reflects the Trust's distribution of approximately $.058
per unit to 234,155 units on June 30, 1999. Distributions to unit holders of
principal from investment transactions reflects the Trust's distribution of
approximately $.342 per unit to 234,155 units on June 30, 1999. The net gain
(loss) on investments per unit includes the effects of changes arising from
issuance of 228,377 additional units during the period at net asset values
which differed from the net asset value per unit of the original 14,916 units
($9.528 per unit) on October 15, 1998.
<PAGE>
FT 291
AUTO & TRANSPORTATION GROWTH TRUST SERIES
PART ONE
Must be Accompanied by Part Two and Part Three
_____________________
P R O S P E C T U S
_____________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
2,157,392 UNITS
PROSPECTUS
Part One
Dated December 28, 1999
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Communications Growth Trust, Series 3 (the "Trust") is a unit investment
trust consisting of a portfolio containing common stocks issued by companies
which are involved in the communications industry. At November 16, 1999, each
Unit represented a 1/2,157,392 undivided interest in the principal and net
income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit of the Trust is equal to the aggregate
value of the Securities in the Portfolio of the Trust, plus or minus cash, if
any, in the income and Capital Accounts of the Trust, plus a sales charge of
4.0% of the Public Offering Price (4.167% of the net amount invested)
excluding income and principal cash. At November 16, 1999, the Public
Offering Price per Unit was $27.703 (see "Public Offering" in Part Two). The
minimum purchase is $1,000 ($500 for Individual Retirement Accounts or other
retirement plans).
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1999
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 2,157,392
Fractional Undivided Interest in the Trust per Unit 1/2,157,392
Public Offering Price:
Aggregate Value of Securities in the Portfolio $57,180,717
Aggregate Value of Securities per Unit $26.505
Income and principal cash in the portfolio $202,455
Income and principal cash per Unit $.094
Sales Charge 4.167% (4.0% of Public Offering Price,
excluding income and principal cash) $1.104
Public Offering Price per Unit $27.703
Redemption Price and Sponsor's Repurchase Price per Unit
($1.104 less than the Public Offering Price per Unit) $26.599
</TABLE>
Date Trust Established October 15, 1998
Mandatory Termination Date October 15, 2003
Evaluator's Annual Fee: $0.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to an affiliate Maximum of $0.0035
of the Sponsor per Unit annually
Bookkeeping and administrative fees Maximum of $.0015
payable to the Sponsor per Unit annually
Trustee's Annual Fee: $0.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly on the last day of the month to Unit
Holders of record on the fifteenth day of such month if the amount available
for distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: Last day of each June and December.
A Unit holder who owns at least 1,000 Units may request an "In Kind
Distribution" upon tendering Units for redemption or upon termination of the
Trust. See "Rights of Unit Holders - How are Income and Capital Distributed?"
in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 291
Communications Growth Trust, Series 3
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 291, Communications Growth Trust, Series 3 as
of August 31, 1999, and the related statements of operations and changes in
net assets for the period from the Initial Date of Deposit, October 15, 1998,
to August 31, 1999. These financial statements are the responsibility of the
Trust's Sponsor. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of August 31, 1999, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 291, Communications Growth
Trust, Series 3 at August 31, 1999, and the results of its operations and
changes in its net assets for the period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 10, 1999
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Equity securities, at market value (cost, $30,425,411)
(Note 1) $41,786,626
Dividends receivable 13,722
Cash 86,467
Receivable from investment transactions 39,340
___________
41,926,155
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Liability for deferred sales charge (Note 3) 157,754
Accrued liabilities 23,931
Unit redemptions payable 138,857
___________
320,542
___________
Net assets, applicable to 2,246,108
outstanding units of fractional
undivided interest:
Cost of Trust assets $30,425,411
Net unrealized appreciation (Note 2) 11,361,215
Distributable funds 765,464
Less deferred sales charge paid or
accrued (Note 3) (909,412)
Less organization and offering costs
(Note 1) (37,065)
___________
$41,605,613
===========
Net asset value per unit $18.523
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
PORTFOLIO - See notes to portfolio.
August 31, 1999
<TABLE>
<CAPTION>
Number Market
of Shares Name of Issuer of Equity Securities value
<C> <S> <C>
Cable TV
36,795 (1) Comcast Corporation (Class A Special) $1,200,437
18,997 MediaOne Group, Inc. 1,249,053
Computer Networking
27,512 3Com Corporation 682,655
31,315 (1) Cisco Systems, Inc. 2,123,564
Communications Equipment
43,914 ADC Telecommunications, Inc. 1,627,585
47,091 Aspect Telecommunications Corporation 520,968
38,165 (2) Comverse Technology, Inc. 2,976,870
55,365 (3) Lucent Technologies, Inc. 3,546,848
52,200 (1) Nortel Networks Corporation (formerly
Northern Telecom Ltd.) 2,143,489
40,547 (1) Tellabs, Inc. 2,415,101
Communications Services
17,995 ALLTEL Corporation 1,216,912
16,365 Bell Atlantic Corporation 1,002,356
20,502 (1) BellSouth Corporation 927,715
25,500 Cable & Wireless Plc (ADR) 882,938
25,845 Deutsche Telekom AG (ADR) 1,153,863
17,300 MCI WorldCom, Inc. 1,310,475
52,161 (1) Qwest Communications International, Inc. 1,499,629
18,808 SBC Communications, Inc. 902,784
21,634 (4) Telefonica de Espana SA (ADR) 1,042,499
Wireless Communications
41,164 LM Ericsson AB (ADR) 1,340,423
22,411 (1) Nokia Oy (ADR) 1,868,517
36,802 (1) QUALCOMM, Inc. 7,072,902
15,352 (5) Vodafone Group Plc (ADR) 3,079,043
___________
Total investments $41,786,626
===========
</TABLE>
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
NOTES TO PORTFOLIO
August 31, 1999
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of a three for two stock split.
(3) In June 1999, Ascend Communicatons, Inc. (Ascend), one of the Trust's
original holdings, was acquired by Lucent Technologies, Inc. (Lucent),
which was also one of the Trust's original holdings. Each shareholder
of Ascend received 1.65 shares of Lucent for each share of Ascend held.
(4) The number of shares reflects the effect of two 2% stock dividends and a
three for one stock split.
(5) In June 1999, AirTouch Communications, Inc. (AirTouch), one of the
Trust's original holdings, was acquired by Vodafone Group Plc
(Vodafone), which was also one of the Trust's original holdings. Each
shareholder of AirTouch received .5 shares of Vodafone for each share of
AirTouch held.
See accompanying notes to financial statements.
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
STATEMENT OF OPERATIONS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Dividends $123,092
Expenses:
Trustee's fees and related expenses (18,471)
Evaluator's fees (4,683)
Supervisory fees (5,839)
Administrative fees (2,768)
___________
Total expenses (31,761)
___________
Investment income (loss) - net 91,331
Net gain (loss) on investments:
Net realized gain (loss) 1,522,990
Change in net unrealized appreciation
or depreciation 11,361,215
___________
12,884,205
___________
Net increase (decrease) in net assets
resulting from operations $12,975,536
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
STATEMENT OF CHANGES IN NET ASSETS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income (loss) - net $91,331
Net realized gain (loss) on investments 1,522,990
Change in net unrealized appreciation
or depreciation on investments 11,361,215
___________
12,975,536
Units issued (2,583,468 units, net of
deferred sales charges of $904,214 and
net of organization and offering costs
of $36,731) 34,750,320
Units redeemed (352,212 units) (6,207,387)
Distributions to unit holders:
Investment income - net (54,357)
Principal from investment transactions -
___________
(54,357)
___________
Total increase (decrease) in net assets 41,464,112
Net assets:
At the beginning of the period
(representing 14,852 units outstanding) 141,501
___________
At the end of the period (including
distributable funds applicable to
Trust units of $765,464) $41,605,613
===========
Trust units outstanding at the end of
the period 2,246,108
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Investment income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank which is
based on $0.0096 per unit outstanding based on the largest aggregate number of
units outstanding during the calendar year. In addition, the Evaluator will
receive an annual fee based on $0.0030 per unit outstanding. The Trust also
pays recurring financial reporting costs, an annual supervisory fee payable to
an affiliate of the Sponsor and an annual administrative fee payable to the
Sponsor.
Organization and offering costs -
A portion of the Public Offering Price paid by unit holders consisted of
equity securities in an amount sufficient to pay for all or a portion of the
costs incurred in establishing the Trust, including costs of preparing the
registration statement, the Trust indenture and other closing documents,
registering units with the Securities and Exchange Commission and states, the
initial audit of the Trust's portfolio, legal fees and the initial fees and
expenses of the Trustee. Such costs, totaling $37,065 were paid at the end of
the Trust's initial offering period.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at August 31, 1999 follows:
<TABLE>
<S> <C>
Unrealized appreciation $12,015,928
Unrealized depreciation (654,713)
___________
$11,361,215
===========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which will be paid to
the sponsor over a five-month period ending on September 20, 1999, plus an
initial sales charge equal to the difference between the deferred sales charge
and the total sales charge of 4.5% of the Public Offering Price, which is
equivalent to 4.545% of the net amount invested, exclusive of the deferred
sales charge. The remaining installment of the deferred sales charge is
presented as a liability in the accompanying statement of assets and
liabilities.
Distributions to unit holders -
Income distributions to unit holders are made on June 30 and December 31 to
unit holders of record on June 15 and December 15. Principal distributions to
unit holders, if any, are made on the last day of the month to unit holders of
record on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per unit. Notwithstanding, principal
distributions, if any, will be made in December of each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout the period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
Oct. 15,
1998, to
Aug. 31,
1999
<S> <C>
Investment income - dividends $.070
Expenses (.018)
_______
Investment income - net .052
Distributions to unit holders:
Investment income - net (.022)
Principal from investment transactions -
Net gain (loss) on investments 8.966
_______
Total increase (decrease) in net assets 8.996
Net assets:
Beginning of the period 9.527
_______
End of the period $18.523
=======
</TABLE>
Investment income - dividends, Expenses and Investment income - net per unit
have been calculated based on the weighted-average number of units outstanding
during the period (1,743,499 units). Distributions to unit holders of
Investment income-net reflects the Trust's distribution of approximately $.022
per unit to 2,426,667 units on June 30, 1999. The net gain (loss) on
investments per unit includes the effects of changes arising from issuance of
2,583,468 additional units during the period at net asset values which
differed from the net asset value per unit of the original 14,852 units
($9.527 per unit) on October 15, 1998.
<PAGE>
FT 291
COMMUNICATIONS GROWTH TRUST, SERIES 3
PART ONE
Must be Accompanied by Part Two and Part Three
_____________________
P R O S P E C T U S
_____________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
3,368,385 UNITS
PROSPECTUS
Part One
Dated December 28, 1999
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Internet Growth Trust, Series 5 (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by companies which
the Sponsor believes are positioned to take advantage of the rapid growth of
the Internet. At November 16, 1999, each Unit represented a 1/3,368,385
undivided interest in the principal and net income of the Trust (see "The
Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit of the Trust is equal to the aggregate
value of the Securities in the Portfolio of the Trust, plus or minus cash, if
any, in the income and Capital Accounts of the Trust, plus a sales charge of
4.0% of the Public Offering Price (4.167% of the net amount invested)
excluding income and principal cash. At November 16, 1999, the Public
Offering Price per Unit was $30.168 (see "Public Offering" in Part Two). The
minimum purchase is $1,000 ($500 for Individual Retirement Accounts or other
retirement plans).
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1999
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 3,368,385
Fractional Undivided Interest in the Trust per Unit 1/3,368,385
Public Offering Price:
Aggregate Value of Securities in the Portfolio $97,553,104
Aggregate Value of Securities per Unit $28.961
Income and principal cash (overdraft) in the portfolio $(134)
Income and principal cash (overdraft) per Unit $.000
Sales Charge 4.167% (4.0% of Public Offering Price,
excluding income and principal cash) $1.207
Public Offering Price per Unit $30.168
Redemption Price and Sponsor's Repurchase Price per Unit
($1.207 less than the Public Offering Price per Unit) $28.961
</TABLE>
Date Trust Established October 15, 1998
Mandatory Termination Date October 15, 2003
Evaluator's Annual Fee: $0.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to an affiliate Maximum of $0.0035
of the Sponsor per Unit annually
Bookkeeping and administrative fees Maximum of $.0015
payable to the Sponsor per Unit annually
Trustee's Annual Fee: $0.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly on the last day of the month to Unit
Holders of record on the fifteenth day of such month if the amount available
for distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: Last day of each June and December.
A Unit holder who owns at least 1,000 Units may request an "In Kind
Distribution" upon tendering Units for redemption or upon termination of the
Trust. See "Rights of Unit Holders - How are Income and Capital Distributed?"
in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 291
Internet Growth Trust, Series 5
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 291, Internet Growth Trust, Series 5 as of
August 31, 1999, and the related statements of operations and changes in net
assets for the period from the Initial Date of Deposit, October 15, 1998, to
August 31, 1999. These financial statements are the responsibility of the
Trust's Sponsor. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of August 31, 1999, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 291, Internet Growth
Trust, Series 5 at August 31, 1999, and the results of its operations and
changes in its net assets for the period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 10, 1999
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Equity securities, at market value (cost, $51,636,630)
(Note 1) $77,944,326
Dividends receivable 2,661
Cash 43,772
Receivable from investment transaction 43,275
___________
78,034,034
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Liability for deferred sales charge (Note 3) 245,136
Accrued liabilities 41,145
Unit redemptions payable 44,747
___________
331,028
___________
Net assets, applicable to 3,499,903
outstanding units of fractional
undivided interest:
Cost of Trust assets $51,636,630
Net unrealized appreciation (Note 2) 26,307,696
Distributable funds 1,400,155
Less deferred sales charge paid or
accrued (Note 3) (1,567,532)
Less organization and offering
costs (Note 1) (73,943)
___________
$77,703,006
===========
Net asset value per unit $22.201
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
PORTFOLIO - See notes to portfolio.
August 31, 1999
<TABLE>
<CAPTION>
Number Market
of Shares Name of Issuer of Equity Securities value
<C> <S> <C>
Access/Information Providers
52,088 (1) America Online, Inc. $4,756,312
57,430 First Data Corporation 2,526,920
26,018 MCI WorldCom, Inc. 1,970,863
30,486 MediaOne Group, Inc. 2,004,455
93,752 (2) MindSpring Enterprises, Inc. 2,724,714
79,030 (2) Qwest Communications International, Inc. 2,272,112
Communications Equipment
83,083 (3) Lucent Technologies, Inc. 5,322,546
60,488 (2) Tellabs, Inc. 3,602,847
Computer Networking
41,646 3Com Corporation 1,033,362
47,350 (2) Cisco Systems, Inc. 3,210,946
Computer Services
84,186 Cambridge Technology Partners, Inc. 1,152,338
Computers
47,453 Compaq Computer Corporation 1,100,340
45,821 (2) Dell Computer Corporation 2,236,660
24,193 Hewlett-Packard Company 2,549,337
53,469 (2) Sun Microsystems, Inc. 4,250,786
Internet Content
115,725 (1) CMGI, Inc. (formerly CMG Information
Services, Inc.) 9,713,725
Retailing
359,371 (1) E*TRADE Group, Inc. 8,984,275
87,204 (4) Charles Schwab Corporation 3,444,558
Semiconductors
30,187 (2) Intel Corporation 2,481,009
Software
78,731 Check Point Software Technologies, Ltd. 6,072,128
24,940 (2) Microsoft Corporation 2,308,522
40,376 Network Associates, Inc. 681,345
73,145 (5) Oracle Corporation 2,669,793
45,722 Sterling Commerce, Inc. 874,433
___________
Total investments $77,944,326
===========
</TABLE>
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
NOTES TO PORTFOLIO
August 31, 1999
(1) The number of shares reflects the effect of two two for one stock
splits.
(2) The number of shares reflects the effect of a two for one stock split.
(3) In June 1999, Ascend Communications, Inc. (Ascend), one of the Trust's
original holdings, was acquired by Lucent Technologies, Inc. (Lucent),
which was also one of the Trust's original holdings. Each shareholder
of Ascend received 1.65 shares of Lucent for each share of Ascend held.
(4) The number of shares reflects the effect of a three for two stock split
and a two for one stock split.
(5) The number of shares reflects the effect of a three for two stock split.
See accompanying notes to financial statements.
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
STATEMENT OF OPERATIONS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Dividends $30,673
Expenses:
Trustee's fees and related expenses (32,411)
Evaluator's fees (9,475)
Supervisory fees (11,920)
Administrative fees (5,108)
___________
Total expenses (58,914)
___________
Investment income (loss) - net (28,241)
Net gain (loss) on investments:
Net realized gain (loss) 9,080,572
Change in net unrealized appreciation
or depreciation 26,307,696
___________
35,388,268
___________
Net increase (decrease) in net assets
resulting from operations $35,360,027
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
STATEMENT OF CHANGES IN NET ASSETS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income (loss) - net $(28,241)
Net realized gain (loss) on investments 9,080,572
Change in net unrealized appreciation
or depreciation on investments 26,307,696
___________
35,360,027
Units issued (4,463,946 units, net of
deferred sales charges of $1,562,381
and net of organization and offering
costs of $73,612) 65,978,126
Units redeemed (978,761 units) (23,775,378)
Distributions to unit holders:
Investment income - net -
Principal from investment transactions -
___________
-
___________
Total increase (decrease) in net assets 77,562,775
Net assets:
At the beginning of the period
(representing 14,718 units outstanding) 140,231
___________
At the end of the period (including
distributable funds applicable to
Trust units of $1,400,155) $77,703,006
===========
Trust units outstanding at the end of
the period 3,499,903
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Investment income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank which is
based on $0.0096 per unit outstanding based on the largest aggregate number of
units outstanding during the calendar year. In addition, the Evaluator will
receive an annual fee based on $0.0030 per unit outstanding. The Trust also
pays recurring financial reporting costs, an annual supervisory fee payable to
an affiliate of the Sponsor and an annual administrative fee payable to the
Sponsor.
Organization and offering costs -
A portion of the Public Offering Price paid by unit holders consisted of
equity securities in an amount sufficient to pay for all or a portion of the
costs incurred in establishing the Trust, including costs of preparing the
registration statement, the Trust indenture and other closing documents,
registering units with the Securities and Exchange Commission and states, the
initial audit of the Trust's portfolio, legal fees and the initial fees and
expenses of the Trustee. Such costs, totaling $73,943, were paid at the end
of the Trust's initial offering period.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at August 31, 1999 follows:
<TABLE>
<S> <C>
Unrealized appreciation $31,613,428
Unrealized depreciation (5,305,732)
___________
$26,307,696
===========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which will be paid to
the sponsor over a five-month period ending on September 20, 1999, plus an
initial sales charge equal to the difference between the deferred sales charge
and the total sales charge of 4.5% of the Public Offering Price, which is
equivalent to 4.545% of the net amount invested, exclusive of the deferred
sales charge. The remaining installment of the deferred sales charge is
presented as a liability in the accompanying statement of assets and
liabilities.
Distributions to unit holders -
Income distributions to unit holders (if any) are made on June 30 and December
31 to unit holders of record on June 15 and December 15. Principal
distributions to unit holders, if any, are made on the last day of the month
to unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $0.01 per unit. Notwithstanding,
principal distributions, if any, will be made in December of each year. The
Trust made no distributions during the period ended August 31, 1999.
<PAGE>
Selected data per unit of the Trust
outstanding throughout the period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
Oct. 15,
1998, to
Aug. 31,
1999
<S> <C>
Investment income - dividends $.009
Expenses (.017)
_______
Investment income (loss) - net (.008)
Distributions to unit holders:
Investment income - net -
Principal from investment transactions -
Net gain (loss) on investments 12.681
_______
Total increase (decrease) in net assets 12.673
Net assets:
Beginning of the period 9.528
_______
End of the period $22.201
=======
</TABLE>
Investment income - dividends, Expenses and Investment income (loss) - net per
unit have been calculated based on the weighted-average number of units
outstanding during the period (3,370,528 units). The net gain (loss) on
investments per unit includes the effects of changes arising from issuance of
4,463,946 additional units during the period at net asset values which
differed from the net asset value per unit of the original 14,718 units
($9.528 per unit) on October 15, 1998.
<PAGE>
FT 291
INTERNET GROWTH TRUST, SERIES 5
PART ONE
Must be Accompanied by Part Two and Part Three
_____________________
P R O S P E C T U S
_____________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
1,014,097 UNITS
PROSPECTUS
Part One
Dated December 28, 1999
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Regional Bank & Thrift Growth Trust, Series 2 (the "Trust") is a unit
investment trust consisting of a portfolio containing common stocks issued by
companies which are involved in the bank and thrift industry. At November 16,
1999, each Unit represented a 1/1,014,097 undivided interest in the principal
and net income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit of the Trust is equal to the aggregate
value of the Securities in the Portfolio of the Trust, plus or minus cash, if
any, in the income and Capital Accounts of the Trust, plus a sales charge of
4.0% of the Public Offering Price (4.167% of the net amount invested)
excluding income and principal cash. At November 16, 1999, the Public
Offering Price per Unit was $11.082 (see "Public Offering" in Part Two). The
minimum purchase is $1,000 ($500 for Individual Retirement Accounts or other
retirement plans).
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1999
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 1,014,097
Fractional Undivided Interest in the Trust per Unit 1/1,014,097
Public Offering Price:
Aggregate Value of Securities in the Portfolio $10,720,771
Aggregate Value of Securities per Unit $10.572
Income and principal cash in the portfolio $69,818
Income and principal cash per Unit $.069
Sales Charge 4.167% (4.0% of Public Offering Price,
excluding income and principal cash) $.441
Public Offering Price per Unit $11.082
Redemption Price and Sponsor's Repurchase Price per Unit
($.441 less than the Public Offering Price per Unit) $10.641
</TABLE>
Date Trust Established October 15, 1998
Mandatory Termination Date October 15, 2003
Evaluator's Annual Fee: $0.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to an affiliate Maximum of $0.0035
of the Sponsor per Unit annually
Bookkeeping and administrative fees Maximum of $.0015
payable to the Sponsor per Unit annually
Trustee's Annual Fee: $0.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly on the last day of the month to Unit
Holders of record on the fifteenth day of such month if the amount available
for distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: Last day of each June and December.
A Unit holder who owns at least 1,000 Units may request an "In Kind
Distribution" upon tendering Units for redemption or upon termination of the
Trust. See "Rights of Unit Holders - How are Income and Capital Distributed?"
in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of FT 291
Regional Bank & Thrift Growth Trust, Series 2
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of FT 291, Regional Bank & Thrift Growth Trust,
Series 2 as of August 31, 1999, and the related statements of operations and
changes in net assets for the period from the Initial Date of Deposit, October
15, 1998, to August 31, 1999. These financial statements are the
responsibility of the Trust's Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of August 31, 1999, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FT 291, Regional Bank &
Thrift Growth Trust, Series 2 at August 31, 1999, and the results of its
operations and changes in its net assets for the period from the Initial Date
of Deposit, October 15, 1998, to August 31, 1999, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 10, 1999
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Equity securities, at market value (cost, $11,538,718)
(Note 1) $10,857,597
Dividends receivable 17,951
Cash 53,152
Receivable from investment transactions 24,477
___________
10,953,177
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Liability for deferred sales charge (Note 3) 78,194
Accrued liabilities 7,429
Unit redemptions payable 81,653
___________
167,276
___________
Net assets, applicable to 1,108,753
outstanding units of fractional
undivided interest:
Cost of Trust assets $11,538,718
Net unrealized depreciation (Note 2) (681,121)
Distributable funds 385,640
Less deferred sales charge paid or
accrued (Note 3) (434,929)
Less organization and offering
costs (Note 1) (22,407)
___________
$10,785,901
===========
Net asset value per unit $9.728
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
PORTFOLIO - See notes to portfolio.
August 31, 1999
<TABLE>
<CAPTION>
Number Market
of Shares Name of Issuer of Equity Securities value
<C> <S> <C>
Banks
12,696 Banknorth Group, Inc. $368,184
11,749 Chittenden Corporation 318,692
28,361 Colonial BancGroup, Inc. 350,967
8,717 (1) Commerce Bancshares, Inc. 321,989
19,981 Community First Bankshares, Inc. 410,230
14,920 (2) Compass Bancshares, Inc. 396,320
13,937 (3) Cullen/Frost Bankers, Inc. 364,104
8,519 First American Corporation 341,825
15,157 First BanCorp 312,613
18,089 First Security Corporation 392,314
16,098 GBC Bancorp 315,923
14,538 HUBCO, Inc. 462,497
14,683 Irwin Financial Corporation 352,392
791 M&T Bank Corporation 367,024
16,865 North Fork Bancorporation, Inc. 305,678
12,240 Oriental Financial Group, Inc. 289,170
9,922 Provident Financial Group, Inc. 415,484
23,178 Silicon Valley Bancshares 520,068
26,630 Sterling Bancshares, Inc. 319,560
16,735 TCF Financial Corporation 472,764
16,702 Texas Regional Bancshares, Inc. (Class A) 426,953
16,234 Webster Financial Corporation 437,311
7,488 Zions Corporation 372,528
Thrifts
14,195 Charter One Financial, Inc. 332,248
15,408 Commercial Federal Corporation 358,236
15,833 Flagstar Bancorp, Inc. 312,702
11,769 GreenPoint Financial Corporation 304,523
14,309 MAF Bancorp, Inc. 304,066
19,879 People's Heritage Financial Group, Inc. 334,226
27,615 Sovereign Bancorp, Inc. 277,006
___________
Total investments $10,857,597
===========
</TABLE>
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
NOTES TO PORTFOLIO
August 31, 1999
(1) The number of shares reflects the effect of a 5% stock dividend.
(2) The number of shares reflects the effect of a three for two stock split.
(3) The number of shares reflects the effect of a two for one stock split.
See accompanying notes to financial statements.
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
STATEMENT OF OPERATIONS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Dividends $216,980
Expenses:
Trustee's fees and related expenses (9,047)
Evaluator's fees (2,597)
Supervisory fees (3,131)
Administrative fees (1,342)
_________
Total expenses (16,117)
_________
Investment income - net 200,863
Net gain (loss) on investments:
Net realized gain (loss) 24,350
Change in net unrealized appreciation
or depreciation (681,121)
_________
(656,771)
_________
Net increase (decrease) in net assets
resulting from operations $(455,908)
=========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
STATEMENT OF CHANGES IN NET ASSETS
Period from the Initial Date of Deposit,
October 15, 1998, to August 31, 1999
<TABLE>
<S> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $200,863
Net realized gain (loss) on investments 24,350
Change in net unrealized appreciation
or depreciation on investments (681,121)
___________
(455,908)
Units issued (1,255,022 units, net of
deferred sales charges of $429,656
and net of organization and offering
costs of $22,068) 12,979,043
Units redeemed (161,334 units) (1,742,581)
Distributions to unit holders:
Investment income - net (138,187)
Principal from investment transactions -
___________
(138,187)
___________
Total increase (decrease) in net assets 10,642,367
Net assets:
At the beginning of the period
(representing 15,065 units outstanding) 143,534
___________
At the end of the period (including
distributable funds applicable to
Trust units of $385,640) $10,785,901
===========
Trust units outstanding at the end of
the period 1,108,753
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Investment income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank which is
based on $0.0096 per unit outstanding based on the largest aggregate number of
units outstanding during the calendar year. In addition, the Evaluator will
receive an annual fee based on $0.0030 per unit outstanding. The Trust also
pays recurring financial reporting costs, an annual supervisory fee payable to
an affiliate of the Sponsor and an annual administrative fee payable to the
Sponsor.
Organization and offering costs -
A portion of the Public Offering Price paid by unit holders consisted of
equity securities in an amount sufficient to pay for all or a portion of the
costs incurred in establishing the Trust, including costs of preparing the
registration statement, the Trust indenture and other closing documents,
registering units with the Securities and Exchange Commission and states, the
initial audit of the Trust's portfolio, legal fees and the initial fees and
expenses of the Trustee. Such costs, totaling $22,407 were paid at the end of
the Trust's initial offering period.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized depreciation at August 31, 1999 follows:
<TABLE>
<S> <C>
Unrealized depreciation $(948,386)
Unrealized appreciation 267,265
_________
$(681,121)
=========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which will be paid to
the sponsor over a five-month period ending on September 20, 1999, plus an
initial sales charge equal to the difference between the deferred sales charge
and the total sales charge of 4.5% of the Public Offering Price, which is
equivalent to 4.545% of the net amount invested, exclusive of the deferred
sales charge. The remaining installment of the deferred sales charge is
presented as a liability in the accompanying statement of assets and
liabilities.
Distributions to unit holders -
Income distributions to unit holders are made on June 30 and December 31 to
unit holders of record on June 15 and December 15. Principal distributions to
unit holders, if any, are made on the last day of the month to unit holders of
record on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per unit. Notwithstanding, principal
distributions, if any, will be made in December of each year.
<PAGE>
Selected data per unit of the Trust
outstanding throughout the period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of
Deposit,
Oct. 15,
1998, to
Aug. 31,
1999
<S> <C>
Investment income - dividends $.224
Expenses (.016)
______
Investment income - net .208
Distributions to unit holders:
Investment income - net (.124)
Principal from investment transactions -
Net gain (loss) on investments .116
______
Total increase (decrease) in net assets .200
Net assets:
Beginning of the period 9.528
______
End of the period $9.728
======
</TABLE>
Investment income - dividends, Expenses and Investment income - net per unit
have been calculated based on the weighted-average number of units outstanding
during the period (966,899 units). Distributions to unit holders of
Investment income-net reflects the Trust's distributions of approximately
$.032 per unit to 754,450 units on December 31, 1998 and approximately $.092
per unit to 1,236,286 units on June 30, 1999. The net gain (loss) on
investments per unit includes the effects of changes arising from issuance of
1,255,022 additional units during the period at net asset values which
differed from the net asset value per unit of the original 15,065 units
($9.528 per unit) on October 15, 1998.
<PAGE>
FT 291
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2
PART ONE
Must be Accompanied by Part Two and Part Three
_____________________
P R O S P E C T U S
_____________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
THE FIRST TRUST (REGISTERED TRADEMARK) SPECIAL SITUATIONS TRUST
FT SERIES
PROSPECTUS NOTE: THIS PART TWO PROSPECTUS MAY
Part Two ONLY BE USED WITH PART ONE
Dated October 29, 1999 AND PART THREE
The Trust. FT Series (formerly known as The First Trust Special
Situations Trust) (the "Trusts" and each a "Trust") are unit investment
trusts consisting of portfolios containing common stocks and, in certain
Trusts, zero coupon U.S. Treasury bonds. See Parts One and Three for a
more complete description of the portfolio for each Trust, including
whether the portfolio of a Trust includes zero coupon U.S. Treasury
bonds.
The general objective of the Trusts containing only common stocks
("Equity Securities") (the "Equity Trusts") is to provide potential
capital appreciation and, in certain Trusts, to provide income. The
objective of the Trusts containing Equity Securities and zero coupon
U.S. Treasury bonds ("Treasury Obligations") (the "Growth and Treasury
Trusts") is to protect Unit holders' capital and provide potential
capital appreciation. For a more specific description of the objective
of each Trust, see "The Objective of the Trusts" in Part Three of this
Prospectus. Collectively the Treasury Obligations and the Equity
Securities are referred to herein as the "Securities." See "Portfolio"
appearing in Part One for each Trust. Each Trust has a Mandatory
Termination Date as indicated in Part One of this Prospectus. The
Treasury Obligations evidence the right to receive a fixed payment at a
future date from the U.S. Government and are backed by the full faith
and credit of the U.S. Government. The guarantee of the U.S. Government
does not apply to the market value of the Treasury Obligations or the
Units of the Growth and Treasury Trusts, whose net asset values will
fluctuate and, prior to maturity, may be worth more or less than a
purchaser's acquisition cost. There is, of course, no guarantee that the
objectives of the Trusts will be achieved.
Each Unit of a Trust represents an undivided fractional interest in all
the Securities deposited in the Trust. The Growth and Treasury Trusts
have been organized so that purchasers of Units should receive, at the
termination of a Trust, an amount per Unit at least equal to $1.00, or
$10.00 for certain Trusts (which is equal to the per Unit value upon
maturity of the Treasury Obligations), even if the Growth and Treasury
Trusts never paid a dividend and the value of the Equity Securities were
to decrease to zero, which the Sponsor considers highly unlikely. This
feature of the Growth and Treasury Trusts provides Unit holders who
purchase Units at a price of $1.00, or $10.00 for certain Growth and
Treasury Trusts, or less per Unit with total principal protection,
including any sales charges paid, although they might forego any
earnings on the amount invested. To the extent that Units are purchased
at a price less than $1.00, or $10.00 for certain Growth and Treasury
Trusts, per Unit, this feature may also provide a potential for capital
appreciation. See Part One for each Growth and Treasury Trust to
determine those Trusts for which information is based on $1.00 per Unit
or $10.00 per Unit. UNIT HOLDERS DISPOSING OF THEIR UNITS PRIOR TO THE
MATURITY OF A GROWTH AND TREASURY TRUST MAY RECEIVE MORE OR LESS THAN
$1.00 PER UNIT (OR $10.00 PER UNIT FOR CERTAIN TRUSTS) DEPENDING ON
MARKET CONDITIONS ON THE DATE UNIT ARE SOLD OR REDEEMED.
The Treasury Obligations deposited in a Growth and Treasury Trust on the
Initial Date of Deposit will mature as listed in the "Portfolio"
appearing in Part One for each Trust. The Treasury Obligations in a
Growth and Treasury Trust have a maturity value equal to or greater than
the aggregate Public Offering Price (which includes the sales charge) of
the Units of the Growth and Treasury Trust on the Initial Date of
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
Deposit. The Equity Securities deposited in a Trust's portfolio have no
fixed maturity date and the value of these underlying Equity Securities
will fluctuate with changes in the values of stocks in general and with
changes in the conditions and performance of the specific Securities
owned by the Trusts. See "Portfolio" appearing in Part One for each
Trust.
Public Offering Price. The secondary market Public Offering Price per
Unit will be based upon a pro rata share of the bid prices of the
Treasury Obligations (if applicable) and the aggregate underlying value
of the Equity Securities in the Trusts (generally determined by the
closing sale prices of listed Equity Securities and the bid prices of
over-the-counter traded Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of the Trust
plus a sales charge as indicated in Part One for each Trust. The minimum
purchase of each Trust is that amount as set forth in Part One for each
Trust. For certain Trusts, the sales charge is reduced on a graduated
scale for sales involving at least a minimum number of Units or a
minimum dollar amount. See "Public Offering-How is the Public Offering
Price Determined?"
Dividend and Capital Distributions. Distributions of dividends and
capital received, if any, by a Trust will be paid in cash on the
Distribution Date to Unit holders of record on the Record Date as set
forth in the "Summary of Essential Information" in Part One for each
Trust. Any distribution of income and/or capital will be net of the
expenses of the Trust. Distributions of funds in the Capital Account, if
any, will be made at least annually in December of each year. INCOME
WITH RESPECT TO THE ACCRUAL OF ORIGINAL ISSUE DISCOUNT ON THE TREASURY
OBLIGATIONS (IF APPLICABLE) WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH
UNIT HOLDERS OF A GROWTH AND TREASURY TRUST WILL BE SUBJECT TO INCOME
TAX AT ORDINARY INCOME RATES AS IF A DISTRIBUTION HAD OCCURRED. See
"What is the Federal Tax Status of Unit Holders?" Additionally, upon
termination of a Trust, the Trustee will distribute, upon surrender of
Units for redemption, to each Unit holder his or her pro rata share of
the Trust's assets, less expenses, in the manner set forth under "Rights
of Unit Holders-How are Income and Capital Distributed?"
Secondary Market for Units. The Sponsor may maintain a market for Units
of the Trusts and offer to repurchase such Units at prices which are
based on the aggregate bid side evaluation of the Treasury Obligations
(if applicable) and the aggregate underlying value of Equity Securities
in a Trust (generally determined by the closing sale prices of listed
Equity Securities and the bid prices of over-the-counter traded Equity
Securities) plus or minus cash, if any, in the Capital and Income
Accounts of the Trusts. If a secondary market is not maintained, a Unit
holder may redeem Units through redemption at prices based upon the
aggregate bid price of the Treasury Obligations (if applicable) plus the
aggregate underlying value of the Equity Securities in a Trust
(generally determined by the closing sale prices of listed Equity
Securities and the bid prices of over-the-counter traded Equity
Securities) plus or minus a pro rata share of cash, if any, in the
Capital and Income Accounts of such Trust. See "Rights of Unit Holders-
How May Units be Redeemed?" For certain Trusts, a Unit holder tendering
the minimum amount specified in "Summary of Essential Information"
appearing in Part One for such Trust for redemption may request a
distribution of shares of Equity Securities (reduced by customary
transfer and registration charges) (an "In-Kind Distribution") in lieu
of payment in cash. See "Rights of Unit Holders-How May Units be
Redeemed?"
Termination. Commencing no later than the Mandatory Termination Date,
Equity Securities will begin to be sold as prescribed by the Sponsor.
The Trustee shall provide written notice of any termination of a Trust
to Unit holders which will specify when Unit holders may surrender their
certificates for cancellation and will include a form to enable Unit
holders to elect an In-Kind Distribution if such Unit holder owns at
least that minimum amount specified in "Summary of Essential
Information," in Part One for each Trust, rather than to receive payment
in cash for such Unit holder's pro rata share of the amounts realized
upon the disposition by the Trustee of Equity Securities. All Unit
holders of a Growth and Treasury Trust will receive their pro rata
portion of the Treasury Obligations in cash upon the termination of such
Trust. To be effective, the election form, together with surrendered
certificates and other documentation required by the Trustee, must be
returned to the Trustee at least ten business days prior to the
Mandatory Termination Date. Unit holders not electing a distribution of
shares of Equity Securities will receive a cash distribution from the
sale of the remaining Securities within a reasonable time after a Trust
is terminated. See "Rights of Unit Holders-How are Income and Capital
Distributed?" and "Other Information-How May the Indenture be Amended or
Terminated?"
Page 2
THE FIRST TRUST SPECIAL SITUATIONS TRUST
FT SERIES
What is the FT Series?
FT Series (formerly known as The First Trust Special Situations Trust)
(the "Trusts" and each a "Trust") is one of a series of investment
companies created by the Sponsor under the name of the FT Series, all of
which are generally similar but each of which is separate and is
designated by a different series number (the "Trust"). Beginning on
October 31, 1997 with the deposit of FT 211, the name of the series was
changed from The First Trust Special Situations Trust to the FT Series.
Each Trust in the Growth and Treasury Trust Series consists of an
underlying separate unit investment trust consisting of a portfolio of
zero coupon U.S. Treasury bonds, such securities being referred to
herein as the "Treasury Obligations," and equity securities ("Equity
Securities"). Each Trust in the Equity Trust Series consists only of
common stocks. All Trusts were created under the laws of the State of
New York pursuant to a Trust Agreement (the "Indenture"), dated the
Initial Date of Deposit, with Nike Securities L.P. as Sponsor, The Chase
Manhattan Bank, as Trustee, Securities Evaluation Service, Inc., as
Evaluator for certain Trusts, First Trust Advisors L.P., as Evaluator
for certain Trusts, and First Trust Advisors L.P. as Portfolio
Supervisor. See "The Trusts" in Part Three for a more complete
description of the portfolio for each Trust.
The general objective of the Equity Trusts is to provide the potential
for capital appreciation and, in certain Trusts, to provide income. The
general objective of the Growth and Treasury Trusts is to protect Unit
holders' capital and provide the potential for capital appreciation. See
"The Objective of the Trusts" in Part Three for each Trust for a more
specific description of the Trust's objective. The Treasury Obligations
in the Growth and Treasury Trusts evidence the right to receive a fixed
payment at a future date from the U.S. Government and are backed by the
full faith and credit of the U.S. Government. The guarantee of the U.S.
Government does not apply to the market value of the Treasury
Obligations or the Units of a Growth and Treasury Trust, whose net asset
value will fluctuate and, prior to maturity, may be more or less than a
purchaser's acquisition cost. Collectively, the Treasury Obligations and
Equity Securities in each Growth and Treasury Trust are referred to
herein as the "Securities." There is, of course, no guarantee that the
objectives of the Trusts will be achieved.
The Growth and Treasury Trusts have been organized so that purchasers of
Units should receive, at the termination of a Growth and Treasury Trust,
an amount per Unit at least equal to $1.00 per Unit, or $10.00 per Unit
for certain Trusts (which is equal to the per Unit value upon maturity
of the Treasury Obligations), even if the Equity Securities never paid a
dividend and the value of the Equity Securities in a Growth and Treasury
Trust were to decrease to zero, which the Sponsor considers highly
unlikely. The receipt of only $1.00 per Unit, or $10.00 per Unit for
certain Trusts, upon termination of a Growth and Treasury Trust (an
event which the Sponsor believes is unlikely) represents a substantial
loss on a present value basis. Furthermore, the $1.00 per Unit, or
$10.00 per Unit for certain Trusts, in no respect protects investors
against diminution in the purchasing power of their investment due to
inflation (although expectations concerning inflation are a component in
determining prevailing interest rates, which in turn determine present
values). To the extent that Units of a Trust are redeemed, the aggregate
value of the Securities in the Trust will be reduced and the undivided
fractional interest represented by each outstanding Unit of the Trusts
will increase. See "Rights of Unit Holders-How May Units be Redeemed?"
Each Trust has a Mandatory Termination Date as set forth under "Summary
of Essential Information," appearing in Part One for each Trust.
What are the Expenses and Charges?
With the exception of brokerage fees for certain trusts discussed in
"Rights of Unit Holders-How May Securities be Removed from the Trusts?"
and bookkeeping and other administrative services provided to certain
Trusts, for which the Sponsor will be reimbursed in amounts as set forth
under "Summary of Essential Information" in Part One (if applicable),
the Sponsor will not receive any fees in connection with its activities
relating to the Trusts. Legal and regulatory filing fees and expenses
associated with annually updating the Trusts' registration statements
are also now chargeable to each Trust. Historically, the Sponsor paid
these fees and expenses.
Page 3
First Trust Advisors L.P., an affiliate of the Sponsor, will receive an
annual supervisory fee set forth under "Summary of Essential
Information" in Part One of this Prospectus, for providing portfolio
supervisory services for each Trust. Such fee is based on the number of
Units outstanding in a Trust on January 1 of each year, except for the
year or years in which an initial offering period occurs in which case
the fee for a month is based on the number of Units outstanding at the
end of such month. In providing such supervisory services, the Portfolio
Supervisor may purchase research services from a variety of sources
which may include underwriters or dealers of the Trusts.
First Trust Advisors L.P. or Securities Evaluation Service, Inc. (as
applicable), the Evaluator for the respective Trusts, will receive a fee
as set forth under "Summary of Essential Information" in Part One of
this Prospectus for providing evaluation services for each Trust. Such
fee is based on the largest aggregate number of Units of such Trust
outstanding during the calendar year, except during the initial offering
period, in which case the fee is calculated based on the largest number
of Units outstanding during the period for which compensation is paid.
The Trustee pays certain expenses of a Trust for which it is reimbursed
by such Trust. The Trustee will receive for its ordinary recurring
services to a Trust an annual fee as indicated in the "Summary of
Essential Information" in Part One of this Prospectus. Such fee is based
upon the largest aggregate number of Units of such Trust outstanding
during the calendar year, except during an initial offering period, in
which case the fee is calculated based on the largest number of Units
outstanding during the period for which compensation is paid. For a
discussion of the services performed by the Trustee pursuant to its
obligations under the Indenture, see "Rights of Unit Holders." Because
the above fees are generally calculated based on the largest aggregate
number of Units of the Trust outstanding during a calendar year, the per
Unit amounts set forth under "Summary of Essential Information" in Part
One of this Prospectus will be higher during any year in which
redemptions of Units occur.
The Trustee's and the above described fees are payable from the Income
Account of a Trust to the extent funds are available, and then from the
Capital Account of such Trust. Since funds being held in the Capital and
Income Accounts are for payment of expenses and redemptions and since
such Accounts are noninterest-bearing to Unit holders, the Trustee
benefits thereby. Part of the Trustee's compensation for its services to
a Trust is expected to result from the use of these funds.
Each of the above mentioned fees may be increased without approval of
the Unit holders by amounts not exceeding proportionate increases under
the category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor. In addition,
with respect to the fees payable to the Sponsor or an affiliate of the
Sponsor for providing bookkeeping and other administrative services,
supervisory services and evaluation services, such individual fees may
exceed the actual costs of providing such services for a Trust, but at
no time will the total amount received for such services rendered to all
unit investment trusts of which Nike Securities L.P. is the Sponsor in
any calendar year exceed the actual cost to the Sponsor or its affiliate
of supplying such services in such year.
For certain Trusts, as set forth in the "Summary of Essential
Information" appearing in Part One for such Trusts, expenses incurred in
establishing such Trusts, including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the
initial audit of the Trust portfolio and the initial fees and expenses
of the Trustee and any other out-of-pocket expenses, have been paid by
the Trust and are being charged off over a period not to exceed five
years from such Trust's Initial Date of Deposit, or over a period not to
exceed the life of the Trust, if shorter than five years.
The following additional charges are or may be incurred by the Trusts:
all legal and annual auditing expenses of the Trustee incurred by or in
connection with its responsibilities under the Indenture; the expenses
and costs of any action undertaken by the Trustee to protect the Trusts
and the rights and interests of the Unit holders; fees of the Trustee
for any extraordinary services performed under the Indenture;
indemnification of the Trustee for any loss, liability or expense
incurred by it without negligence, bad faith or willful misconduct on
its part, arising out of or in connection with its acceptance or
administration of the Trusts; for certain trusts, any offering costs
incurred after the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period; indemnification of
the Sponsor for any loss, liability or expense incurred without gross
negligence, bad faith or willful misconduct in acting as Depositor of
the Trusts; all taxes and other government charges imposed upon the
Page 4
Securities or any part of the Trusts (no such taxes or charges are being
levied or made or, to the knowledge of the Sponsor, contemplated). The
above expenses and the Trustee's annual fee, when paid or owing to the
Trustee, are secured by a lien on the Trusts. In addition, the Trustee
is empowered to sell Securities in a Trust in order to make funds
available to pay all these amounts if funds are not otherwise available
in the Income and Capital Accounts of the Trust except that the Trustee
shall not sell Treasury Obligations in a Growth and Treasury Trust to
pay Trust expenses. Since the Equity Securities are all common stocks
and the income stream produced by dividend payments is unpredictable,
the Sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of the Trusts. As described
above, if dividends are insufficient to cover expenses, it is likely
that Equity Securities will have to be sold to meet Trust expenses.
These sales may result in capital gains or losses to Unit holders. See
"What is the Federal Tax Status of Unit Holders?"
The Indenture requires a Trust to be audited on an annual basis at the
expense of the Trust by independent auditors selected by the Sponsor. So
long as the Sponsor is making a secondary market for the Units, the
Sponsor is required to bear the cost of such annual audits to the extent
such cost exceeds $.50 per 1,000 Units if information is based on $1.00
per Unit (or per 100 Units if information is based on $10.00 per Unit).
Unit holders of a Trust covered by an audit may obtain a copy of the
audited financial statements upon request.
What is the Federal Tax Status of Unit Holders?
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"). Unit holders should consult their tax advisors in
determining the Federal, state, local and any other tax consequences of
the purchase, ownership and disposition of Units in the Trusts. For
purposes of the following discussions and opinions, it is assumed that
the Equity Securities are equity for Federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. The Trusts are not associations taxable as corporations for Federal
income tax purposes; each Unit holder will be treated as the owner of a
pro rata portion of each of the assets of a Trust under the Code; and
the income of a Trust will be treated as income of the Unit holders
thereof under the Code. Each Unit holder will be considered to have
received his or her pro rata share of income derived from each Trust
asset when such income is considered received by a Trust.
2. Each Unit holder will have a taxable event when a Trust disposes of
a Security (whether by sale, exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unit holder.
The price a Unit holder pays for his or her Units, generally including
sales charges, is allocated among his or her pro rata portion of each
Security held by a Trust (in proportion to the fair market values
thereof on the valuation date closest to the date the Unit holder
purchases his or her Units) in order to determine his or her tax basis
for his or her pro rata portion of each Security held by a Trust. It
should be noted that certain legislative proposals have been made which
could affect the calculation of basis for Unit holders holding
securities that are substantially identical to the Securities. Unit
holders should consult their own tax advisors with regard to the
calculation of basis. The Treasury Obligations held by a Growth and
Treasury Trust are treated as stripped bonds and may be treated as bonds
issued at an original issue discount as of the date a Unit holder
purchases his or her Units. Because the Treasury Obligations represent
interests in "stripped" U.S. Treasury bonds, a Unit holder's tax basis
for his or her pro rata portion of each Treasury Obligation held by a
Growth and Treasury Trust (determined at the time he or she acquires his
or her Units, in the manner described above) shall be treated as its
"purchase price" by the Unit holder. Original issue discount is
effectively treated as interest for Federal income tax purposes and the
amount of original issue discount in this case is generally the
difference between the bond's purchase price and its stated redemption
price at maturity. A Unit holder will be required to include in gross
income for each taxable year the sum of his or her daily portions of
original issue discount attributable to the Treasury Obligations held by
a Growth and Treasury Trust as such original issue discount accrues and
will in general be subject to Federal income tax with respect to the
Page 5
total amount of such original issue discount that accrues for such year
even though the income is not distributed to the Unit holders during
such year to the extent it is not less than a "de minimis" amount as
determined under Treasury Regulations relating to stripped bonds. To the
extent the amount of such discount is less than the respective "de
minimis" amount, such discount is generally treated as zero. In general,
original issue discount accrues daily under a constant interest rate
method which takes into account the semi-annual compounding of accrued
interest. In the case of the Treasury Obligations, this method will
generally result in an increasing amount of income to the Unit holders
of a Growth and Treasury Trust each year. Unit holders should consult
their tax advisors regarding the Federal income tax consequences and
accretion of original issue discount. For Federal income tax purposes, a
Unit holder's pro rata portion of dividends, as defined by Section 316
of the Code, paid by a corporation with respect to an Equity Security
held by a Trust are taxable as ordinary income to the extent of such
corporation's current and accumulated "earnings and profits." A Unit
holder's pro rata portion of dividends paid on such Equity Security
which exceed such current and accumulated earnings and profits will
first reduce a Unit holder's tax basis in such Equity Security, and to
the extent that such dividends exceed a Unit holder's tax basis in such
Equity Security shall generally be treated as capital gain. In general,
the holding period of any such capital gain will be determined by the
period of time a Unit holder has held his or her Units.
3. Each Unit holder will have a taxable event when a Trust disposes of
an Equity Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by
such Unit holder (except to the extent an In-Kind distribution of stocks
is received by such Unit holder as described below). The price a Unit
holder pays for his or her Units, generally including sales charges, is
allocated among his or her pro rata portion of each Equity Security held
by a Trust (in proportion to the fair market values thereof on the
valuation date closest to the date the Unit holder purchases his or her
Units) in order to determine the tax basis for his or her pro rata
portion of each Equity Security held by a Trust. Unit holders should
consult their own tax advisors with regard to calculation of basis. For
Federal income tax purposes, a Unit holder's pro rata portion of
dividends, as defined by Section 316 of the Code, paid by a corporation
with respect to an Equity Security held by a Trust is taxable as
ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unit holder's pro rata portion of
dividends paid on such Equity Security which exceed such current and
accumulated earnings and profits will first reduce a Unit holder's tax
basis in such Equity Security, and to the extent that such dividends
exceed a Unit holder's tax basis in such Equity Security shall generally
be treated as capital gain. In general, the holding period for such
capital gain will be determined by the period of time a Unit holder has
held his or her Units.
4. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust
will generally be considered a capital gain (except in the case of a
dealer or a financial institution). A Unit holder's portion of loss, if
any, upon the sale or redemption of Units or the disposition of
Securities held by a Trust will generally be considered a capital loss
(except in the case of a dealer or a financial institution). Unit
holders should consult their tax advisors regarding the recognition of
such capital gains and losses for Federal income tax purposes.
Dividends Received Deduction. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with respect
to such Unit holder's pro rata portion of dividends received by a Trust
(to the extent such dividends are taxable as ordinary income, as
discussed above, and are attributable to domestic corporations) in the
same manner as if such corporation directly owned the Equity Securities
paying such dividends (other than corporate shareholders, such as "S"
corporations, which are not eligible for the deduction because of their
special characteristics and other than for purposes of special taxes
such as the accumulated earnings tax and the personal holding
corporation tax). However, a corporation owning Units should be aware
that Sections 246 and 246A of the Code impose additional limitations on
the eligibility of dividends for the 70% dividends received deduction.
These limitations include a requirement that stock (and therefore Units)
must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have been issued which address
special rules that must be considered in determining whether the 46 day
holding requirement is met. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Unit holder owns
certain stock (or Units) the financing of which is directly attributable
Page 6
to indebtedness incurred by such corporation.
To the extent dividends received by a Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of
such dividends, since the dividends received deduction is generally
available only with respect to dividends paid by domestic corporations.
It should be noted that various legislative proposals that would affect
the dividends received deduction have been introduced. Unit holders
should consult with their tax advisors with respect to the limitations
on and possible modifications to the dividends received deduction.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unit holder may
recognize taxable gain (or loss) when a Security is disposed of by a
Trust or if the Unit holder disposes of a Unit (although losses incurred
by Rollover Unit holders may be subject to disallowance, as discussed
above). The Internal Revenue Service Restructuring and Reform Act of
1998 (the "1998 Tax Act") provides that for taxpayers other than
corporations, net capital gain (which is defined as net long-term
capital gain over net short-term capital loss for the taxable year)
realized from property (with certain exclusions) is subject to a maximum
marginal stated tax rate of 20% (10% in the case of certain taxpayers in
the lowest tax bracket). Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if
the holding period for the asset is one year or less. The date on which
a Unit is acquired (i.e., the "trade date") is excluded for purposes of
determining the holding period of the Unit. Capital gains realized from
assets held for one year or less are taxed at the same rates as ordinary
income.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after
April 30, 1993. Unit holders and prospective investors should consult
with their tax advisors regarding the potential effect of this provision
on their investment in Units.
If the Unit holder disposes of a Unit, he or she is deemed thereby to
have disposed of his or her entire pro rata interest in all assets of a
Trust, including his or her pro rata portion of all the Equity
Securities represented by the Unit.
The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions
that treat certain transactions designed to reduce or eliminate risk of
loss and opportunities for gain (e.g., short sales, offsetting notional
principal contracts, futures or forward contracts or similar
transactions) as constructive sales for purposes of recognition of gain
(but not less) and for purposes of determining the holding period. Unit
holders should consult their own tax advisors with regard to any such
constructive sales rules.
Limitations on Deductibility of Trust Expenses by Unit Holders. Each
Unit holder's pro rata share of each expense paid by a Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by such Unit holder. It should be noted that as a
result of the Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to
the extent they exceed 2% of such individual's adjusted gross income.
Unit holders may be required to treat some or all of the expenses of the
Trust as miscellaneous itemized deductions subject to this limitation.
Special Tax Consequences of In-Kind Distributions Upon Termination of a
Trust or Upon Redemption of Units (for Certain Equity Trusts). As
discussed in "Rights of Unit Holders-How are Income and Capital
Distributed?", under certain circumstances a Unit holder who owns at
least that minimum amount specified in "Summary of Essential
Information" in Part One for each Trust may request an In-Kind
Distribution upon the termination of a Trust. Furthermore, for Equity
Trusts, a Unit holder who owns at least that minimum amount specified in
"Summary of Essential Information" in Part One for such Trusts may
request an In-Kind Distribution upon the redemption of Units or the
termination of a Trust. The Unit holder requesting an In-Kind
Distribution will be liable for expenses related thereto (the
"Distribution Expenses") and the amount of such In-Kind Distribution
will be reduced by the amount of the Distribution Expenses. See "Rights
of Unit Holders-How are Income and Capital Distributed?" Treasury
Obligations held by a Growth and Treasury Trust will not be distributed
to a Unit holder as part of an In-Kind Distribution. The tax
consequences relating to the sale of Treasury Obligations are discussed
above. As previously discussed, prior to the termination of a Trust, a
Unit holder is considered as owning a pro rata portion of each of the
Trust assets for Federal income tax purposes. The receipt of an In-Kind
Distribution upon the redemption of Units (for Equity Trusts) or the
termination of a Trust will result in a Unit holder's receiving an
Page 7
undivided interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether the Unit holder receives cash in
addition to Equity Securities. An "Equity Security" for this purpose is
a particular class of stock issued by a particular corporation (and does
not include the Treasury Obligations). A Unit holder will not recognize
gain or loss with respect to the Equity Securities if a Unit holder only
receives Equity Securities in exchange for his or her pro rata portion
in the Equity Securities held by a Trust. However, if a Unit holder also
receives cash in exchange for a fractional share of an Equity Security
held by a Trust, such Unit holder will generally recognize gain or loss
based upon the difference between the amount of cash received by the
Unit holder and his tax basis in such fractional share of an Equity
Security held by a Trust.
Because a Trust will own many Equity Securities, a Unit holder who
requests an In-Kind Distribution will have to analyze the tax
consequences with respect to each Equity Security owned by a Trust. The
amount of taxable gain (or loss) recognized upon such exchange will
generally equal the sum of the gain (or loss) recognized under the rules
described above by such Unit holder with respect to each Equity Security
owned by a Trust. Unit holders who request an In-Kind Distribution are
advised to consult their tax advisors in this regard.
Computation of the Unit holder's Tax Basis. Initially, a Unit holder's
tax basis in his Units will generally equal the price paid by such Unit
holder for his Units. The cost of the Units is allocated among the
Securities held in a Trust in accordance with the proportion of the fair
market values of such Securities on the valuation date nearest to the
date the Units are purchased in order to determine such Unit holder's
tax basis for his pro rata portion of each Security.
A Unit holder's tax basis in his Units and his pro rata portion of a
Security held by a Trust will be reduced to the extent dividends paid
with respect to such Security are received by a Trust which are not
taxable as ordinary income as described above.
General. Each Unit holder will be requested to provide the Unit holder's
taxpayer identification number to the Trustee and to certify that the
Unit holder has not been notified that payments to the Unit holder are
subject to back-up withholding. If the proper taxpayer identification
number and appropriate certification are not provided when requested,
distributions by a Trust to such Unit holder (including amounts received
upon the redemption of Units) will be subject to back-up withholding.
Distributions by a Trust (other than those that are not treated as
United States source income, if any) will generally be subject to United
States income taxation and withholding in the case of Units held by non-
resident alien individuals, foreign corporations or other non-United
States persons (accrual of original issue discount on the Treasury
Obligations in Growth and Treasury Trusts may not be subject to taxation
or withholding provided certain requirements are met). Such persons
should consult their tax advisors.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unit holders and derived from dividends of foreign corporations will not
be subject to U.S. withholding tax provided that less than 25 percent of
the gross income of the foreign corporation for a three-year period
ending with the close of its taxable year preceding payment was not
effectively connected to the conduct of a trade or business within the
United States. In addition, such earnings may be exempt from U.S.
withholding pursuant to a specific treaty between the United States and
a foreign country. Non-U.S. Unit holders should consult their own tax
advisors regarding the imposition of U.S. withholding on distributions
from a Trust.
It should be noted that payments to the Trusts of dividends on Equity
Securities that are attributable to foreign corporations may be subject
to foreign withholding taxes and Unit holders should consult their tax
advisors regarding the potential tax consequences relating to the
payment of any such withholding taxes by the Trusts. Any dividends
withheld as a result thereof will nevertheless be treated as income to
the Unit holders. Because, under the grantor trust rules, an investor is
deemed to have paid directly his share of foreign taxes that have been
paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect to such
taxes. The 1997 Tax Act imposes a required holding period for such
credits. Investors should consult their tax advisors with respect to
foreign withholding taxes and foreign tax credits.
Unit holders will be notified annually of the amounts of original issue
discount (in the case of the Growth & Treasury Trusts) and income
dividends includable in the Unit holder's gross income and amounts of
Page 8
Trust expenses which may be claimed as itemized deductions.
Unit holders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
plans established. See "Are Investments in the Trusts Eligible for
Retirement Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of
the State of New York, the Trusts are not associations taxable as
corporations and the income of the Trusts will be treated as the income
of the Unit holders thereof.
The foregoing discussion relates only to the tax treatment of U.S. Unit
holders ("U.S. Unit holders") with regard to Federal income tax. Unit
holders may be subject to state taxation and should consult their own
tax advisors in this regard. As used herein, the term "U.S. Unit holder"
means an owner of a Unit of the Trust that (a) is (i) for United States
federal income tax purposes a citizen or resident of the United States
(ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political subdivision
thereof, or (iii) an estate or trust the income of which is subject to
United States federal income taxation regardless of its source or (b)
does not qualify as a U.S. Unit holder in paragraph (a) but whose income
from a Unit is effectively connected with such Unit holder's conduct of
a United States trade or business. The term also includes certain former
citizens of the United States whose income and gain on the Units will be
taxable. Unit holders should consult their tax advisors regarding
potential foreign, state or local taxation with respect to the Units.
Are Investments in the Trusts Eligible for Retirement Plans?
Units of the Trusts are eligible for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement
plans. Generally, the Federal income tax relating to capital gains and
income received in each of the foregoing plans is deferred until
distributions are received. Distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for
special averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisors
with respect to the establishment and maintenance of any such plan. Such
plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
PORTFOLIO
What are Treasury Obligations?
The Treasury Obligations deposited in the Growth and Treasury Trusts
consist of U.S. Treasury bonds which have been stripped of their
unmatured interest coupons. The Treasury Obligations evidence the right
to receive a fixed payment at a future date from the U.S. Government,
and are backed by the full faith and credit of the U.S. Government.
Treasury Obligations are purchased at a deep discount because the buyer
obtains only the right to a fixed payment at a fixed date in the future
and does not receive any periodic interest payments. The effect of
owning deep discount bonds which do not make current interest payments
(such as the Treasury Obligations) is that a fixed yield is earned not
only on the original investment, but also, in effect, on all earnings
during the life of the discount obligation. This implicit reinvestment
of earnings at the same rate eliminates the risk of being unable to
reinvest the income on such obligations at a rate as high as the
implicit yield on the discount obligation, but at the same time
eliminates the holder's ability to reinvest at higher rates in the
future. For this reason, the Treasury Obligations are subject to
substantially greater price fluctuations during periods of changing
interest rates than are securities of comparable quality which make
regular interest payments. The effect of being able to acquire the
Treasury Obligations at a lower price is to permit more of a Growth and
Treasury Trust's portfolio to be invested in Equity Securities.
What are the Equity Securities?
Each Trust contains different issues of Equity Securities as described
in "The Trusts" in Part Three for each Trust and "Portfolio" appearing
in Part One for each Trust. An investment in Units of the Trusts should
be made with an understanding of the risks such an investment may
entail. Although actions have been taken to provide diversified
Page 9
portfolios of Equity Securities, some inherent risks exist due to the
concentration in certain Trusts of the Equity Securities within a
specific country, state or geographic area or within specific
industries, although a number of companies have significant business
activities outside the specific country, state or geographic area.
Unpredictable factors include governmental, political, economic and
fiscal policies of the specific country, state, geographic area or
industry which may have an adverse effect on the performance of the
issuers which have significant business activities within the specific
country, state, geographic area or industry. In addition, regional
influences may affect the performance of the issuers, particularly if an
economic downturn or contraction occurs throughout the area. See
"Portfolio" in Part Three for each Trust for additional considerations
for investors, if applicable.
Each Trust consists of Equity Securities listed under "Portfolio"
appearing in Part One for each Trust as may continue to be held from
time to time in such Trust together with cash held in the Income and
Capital Accounts. Neither the Sponsor nor the Trustee shall be liable in
any way for any failure in any of the Securities.
Because certain of the Equity Securities from time to time may be sold
under certain circumstances described herein, and because the proceeds
from such events will be distributed to Unit holders and will not be
reinvested, no assurance can be given that the Trusts will retain for
any length of time their present size and composition. Although a
Portfolio is not managed, the Sponsor may instruct the Trustee to sell
Equity Securities under certain limited circumstances. Pursuant to the
Indenture and with limited exceptions, the Trustee may sell or keep any
securities or other property acquired in exchange for Equity Securities
such as those acquired in connection with a merger or other transaction.
See "Rights of Unit Holders-How May Securities be Removed from the
Trusts?" Equity Securities, however, will not be sold by a Trust to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.
Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be
in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers
will make a market in the Equity Securities. There can be no assurance
that a market will be made for any of the Equity Securities, that any
market for the Equity Securities will be maintained or of the liquidity
of the Equity Securities in any markets made. The investigation by the
Securities and Exchange Commission of illegal insider trading in
connection with corporate takeovers, and possible congressional
inquiries and legislation relating to this investigation, may adversely
affect the ability of certain dealers to remain market makers. In
addition, the Trusts may be restricted under the Investment Company Act
of 1940 from selling Equity Securities to the Sponsor. The price at
which the Equity Securities may be sold to meet redemptions, and the
value of the Trusts, will be adversely affected if trading markets for
the Equity Securities are limited or absent.
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities or the
general condition of the common stock market may worsen and the value of
the Equity Securities and therefore the value of the Units may decline.
Common stocks are especially susceptible to general stock market
movements and to volatile increases and decreases of value as market
confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common
stocks have rights to receive payments from the issuers of those common
stocks that are generally subordinate to those of creditors of, or
holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks of the type held by the Trusts have a
right to receive dividends only when and if, and in the amounts,
declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only
after all other claims on the issuer have been paid or provided for.
Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy. The
value of common stocks is subject to market fluctuations for as long as
Page 10
the common stocks remain outstanding, and thus the value of the Equity
Securities in a Portfolio may be expected to fluctuate over the life of
a Trust to values higher or lower than those prevailing on a Unit
holder's purchase date.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of
the entity, have generally inferior rights to receive payments from the
issuer in comparison with the rights of creditors of, or holders of debt
obligations or preferred stocks issued by, the issuer. Cumulative
preferred stock dividends must be paid before common stock dividends and
any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.
Since certain of the Equity Securities in the Trusts may consist of
securities of foreign issuers, an investment in these Trusts involves
some investment risks that are different in some respects from an
investment in a trust that invests entirely in securities of domestic
issuers. Those investment risks include future political and
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Equity Securities. In
addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer.
Also, foreign issuers are not necessarily subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic issuers. However, due to the
nature of the issuers of Equity Securities included in the Trusts, the
Sponsor believes that adequate information will be available to allow
the Portfolio Supervisor to provide portfolio surveillance.
The securities of certain of the foreign issuers in the Trusts are in
ADR form. ADRs evidence American Depositary Receipts which represent
common stock deposited with a custodian in a depositary. American
Depositary Shares, and receipts therefor (ADRs), are issued by an
American bank or trust company to evidence ownership of underlying
securities issued by a foreign corporation. These instruments may not
necessarily be denominated in the same currency as the securities into
which they may be converted. For purposes of the discussion herein, the
term ADR generally includes American Depositary Shares.
ADRs may be sponsored or unsponsored. In an unsponsored facility, the
depositary initiates and arranges the facility at the request of market
makers and acts as agent for the ADR holder, while the company itself is
not involved in the transaction. In a sponsored facility, the issuing
company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single
depositary and entail a contractual relationship between the issuer, the
shareholder and the depositary; unsponsored facilities involve several
depositaries with no contractual relationship to the company. The
depositary bank that issues an ADR generally charges a fee, based on the
price of the ADR, upon issuance and cancellation of the ADR. This fee
would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary
bank incurs expenses in connection with the conversion of dividends or
other cash distributions paid in local currency into U.S. dollars and
such expenses are deducted from the amount of the dividend or
distribution paid to holders, resulting in a lower payout per underlying
share represented by the ADR than would be the case if the underlying
share were held directly. Certain tax considerations, including tax rate
differentials and withholding requirements, arising from applications of
the tax laws of one nation to nationals of another and from certain
practices in the ADR market may also exist with respect to certain ADRs.
In varying degrees, any or all of these factors may affect the value of
the ADR compared with the value of the underlying shares in the local
market. In addition, the rights of holders of ADRs may be different than
those of holders of the underlying shares, and the market for ADRs may
be less liquid than that for the underlying shares. ADRs are registered
securities pursuant to the Securities Act of 1933 and may be subject to
the reporting requirements of the Securities Exchange Act of 1934.
For those Equity Securities that are ADRs, currency fluctuations will
affect the U.S. dollar equivalent of the local currency price of the
underlying domestic share and, as a result, are likely to affect the
value of the ADRs and consequently the value of the Equity Securities.
The foreign issuers of securities that are ADRs may pay dividends in
foreign currencies which must be converted into dollars. Most foreign
currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the soundness of the world economy and the strength of the
Page 11
respective economy as compared to the economies of the United States and
other countries. Therefore, for any securities of issuers (whether or
not they are in ADR form) whose earnings are stated in foreign
currencies, or which pay dividends in foreign currencies or which are
traded in foreign currencies, there is a risk that their United States
dollar value will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies.
On the basis of the best information available to the Sponsor at the
present time, none of the Equity Securities are subject to exchange
control restrictions under existing law which would materially interfere
with payment to the Trusts of dividends due on, or proceeds from the
sale of, the Equity Securities. However, there can be no assurance that
exchange control regulations might not be adopted in the future which
might adversely affect payment to the Trusts. In addition, the adoption
of exchange control regulations and other legal restrictions could have
an adverse impact on the marketability of international securities in
the Trusts and on the ability of the Trusts to satisfy their obligation
to redeem Units tendered to the Trustee for redemption.
Unit holders will be unable to dispose of any of the Equity Securities
in a Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee will
have the right to vote all of the voting stocks in a Trust and will vote
such stocks in accordance with the instructions of the Sponsor.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before making
a decision to invest in a Trust.
The value of the Equity Securities, like the value of the Treasury
Obligations in Growth and Treasury Trusts, will fluctuate over the life
of a Trust and may be more or less than the price at which they were
deposited in the Trust. The Equity Securities may appreciate or
depreciate in value (or pay dividends) depending on the full range of
economic and market influences affecting these securities. However, the
Sponsor believes that, upon termination of a Growth and Treasury Trust,
even if the Equity Securities deposited in the Trust are worthless, an
event which the Sponsor considers highly unlikely, the Treasury
Obligations will provide sufficient principal to at least equal $1.00
per Unit, or $10.00 per Unit for certain Growth and Treasury Trusts
(which is equal to the per Unit value upon maturity of the Treasury
Obligations). This feature of the Growth and Treasury Trusts provides
Unit holders with principal protection, although they might forego any
earnings on the amount invested. To the extent that Units are purchased
at a price less than $1.00 per Unit (or less than $10.00 per Unit for
certain Trusts) this feature may also provide a potential for capital
appreciation.
Unless a Unit holder purchases Units of a Growth and Treasury Trust on a
date when the value of the Units is $1.00 or less (or $10.00 or less for
certain Trusts), total distributions, including distributions made upon
termination of the Trust, may be less than the amount paid for a Unit.
The Trustee will have no power to vary the investments of the Trusts,
i.e., the Trustee will have no managerial power to take advantage of
market variations to improve a Unit holder's investment, but may dispose
of Securities only under limited circumstances. See "How May Securities
be Removed from the Trusts?"
Like other investment companies, financial and business organizations
and individuals around the world, the Trusts could be adversely affected
if the computer systems used by the Sponsor, Evaluator, Portfolio
Supervisor or Trustee or other service providers to the Trusts do not
properly process and calculate date-related information and data
involving dates of January 1, 2000 and thereafter. This is commonly
known as the "Year 2000 Problem." The Sponsor, Evaluator, Portfolio
Supervisor and Trustee are taking steps that they believe are reasonably
designed to address the Year 2000 Problem with respect to computer
systems that they use and to obtain reasonable assurances that
comparable steps are being taken by the Trusts' other service providers.
At this time, however, there can be no assurance that these steps will
be sufficient to avoid any adverse impact to the Trusts.
The Year 2000 Problem is expected to impact corporations, which may
include issuers of Equity Securities contained in the Trusts, to varying
degrees based upon various factors, including, but not limited to, their
industry sector and degree of technological sophistication. The Sponsor
is unable to predict what impact, if any, the Year 2000 Problem will
Page 12
have on issuers of the Equity Securities contained in the Trusts.
To the best of the Sponsor's knowledge, there is no litigation pending
as of the date of this Part Two Prospectus in respect of any Security
which might reasonably be expected to have a material adverse effect on
the Trusts. Litigation may be instituted on a variety of grounds with
respect to the Securities. The Sponsor is unable to predict whether any
such litigation will be instituted, or if instituted, whether such
litigation might have a material adverse effect on the Trusts. See Part
Three for additional considerations, if applicable.
Legislation. From time to time Congress considers proposals to reduce
the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return
to investors who can take advantage of the deduction. Unit holders are
urged to consult their own tax advisors. Further, legislation may be
enacted that could negatively affect the Equity Securities in a Trust or
the issuers of the Equity Securities. Changing approaches to regulation
may have a negative impact on certain companies represented in a Trust.
There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on a Trust or will
not impair the ability of the issuers of the Equity Securities to
achieve their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Although not obligated to do so, the Sponsor intends to maintain a market for
the Units and continuously offer to purchase Units at prices, subject to
change at any time, based upon the aggregate underlying value of the Equity
Securities in the Trust plus or minus cash, if any, in the Income and Capital
Accounts of the Trust. All expenses incurred in maintaining a secondary
market, other than the fees of the Evaluator, the costs of the Trustee in
transferring and recording the ownership of Units and costs incurred in
annually updating the Trusts' registration statements, will be borne by the
Sponsor. If the supply of Units exceeds demand, or for some other business
reason, the Sponsor may discontinue purchases of Units at such prices. IF A
UNIT HOLDER WISHES TO DISPOSE OF HIS UNITS, HE SHOULD INQUIRE OF THE SPONSOR
AS TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION TO THE
TRUSTEE. Units subject to a deferred sales charge which are sold or tendered
for redemption prior to such time as the entire deferred sales charge on
such Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of sale or redemption.
Units are offered at the Public Offering Price. The Public Offering
Price is based on the aggregate bid side evaluation of the Treasury
Obligations (if applicable) and the aggregate underlying value of the
Equity Securities in the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust, plus the applicable sales
charge.
The Public Offering Price of Units on the date of this Part Two
Prospectus may vary from the amount stated under "Summary of Essential
Information" appearing in Part One for each Trust in accordance with
fluctuations in the prices of the underlying Securities. The aggregate
value of the Units of a Trust shall be determined (a) on the basis of
the bid prices of the Treasury Obligations (if applicable) and the
aggregate underlying value of the Equity Securities therein plus or
minus cash, if any, in the Income and Capital Accounts of a Trust, (b)
if bid prices are not available for the Treasury Obligations (if
applicable), on the basis of bid prices for comparable securities, (c)
by determining the value of the Treasury Obligations (if applicable) on
the bid side of the market by appraisal, or (d) by any combination of
the above.
The aggregate value of the Equity Securities will be determined in the
following manner: if the Equity Securities are listed on a national
securities exchange or The Nasdaq Stock Market, this evaluation is
generally based on the closing sale prices on that exchange or that
system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that
exchange or system, at the closing bid prices. If the Equity Securities
are not so listed or, if so listed and the principal market therefore is
other than on the exchange, the evaluation shall generally be based on
the current bid price on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current bid
prices are unavailable, the evaluation is generally determined (a) on
the basis of current bid prices for comparable securities, (b) by
appraising the value of the Equity Securities on the bid side of the
market or (c) by any combination of the above.
Page 13
Although payment is normally made three business days following the
order for purchase, payment may be made prior thereto. A person will
become owner of the Units on the date of settlement provided payment has
been received. Cash, if any, made available to the Sponsor prior to the
date of settlement for the purchase of Units may be used in the
Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934.
Delivery of Certificates representing Units so ordered will be made five
business days following such order or shortly thereafter. See "Rights of
Unit Holders-How May Units be Redeemed?" for information regarding the
ability to redeem Units ordered for purchase.
See "Public Offering" in Part Three for additional information for each
Trust.
How are Units Distributed?
Units repurchased in the secondary market may be offered by this Part
Two Prospectus at the secondary market public offering price determined
in the manner described above.
The Sponsor reserves the right to change the amount of the concession or
agency commission from time to time. Certain commercial banks may be
making Units of the Trusts available to their customers on an agency
basis. A portion of the sales charge paid by these customers is retained
by or remitted to the banks. Under the Glass-Steagall Act, banks are
prohibited from underwriting Trust Units; however, the Glass-Steagall
Act does permit certain agency transactions and the banking regulators
have not indicated that these particular agency transactions are not
permitted under such Act. In Texas and in certain other states, any
banks making Units available must be registered as broker/dealers under
state law.
From time to time the Sponsor may implement programs under which
broker/dealers, banks or other selling agents of a Trust may receive
nominal awards from the Sponsor for each of their registered
representatives who have sold a minimum number of UIT Units during a
specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales force of a broker/dealer,
bank or other selling agent may be eligible to win other nominal awards
for certain sales efforts, or under which the Sponsor will reallow to
any such dealer that sponsors sales contests or recognition programs
conforming to criteria established by the Sponsor, or participates in
sales programs sponsored by the Sponsor, an amount not exceeding the
total applicable sales charges on the sales generated by such person at
the public offering price during such programs. Also, the Sponsor, in
its discretion, may from time to time pursuant to objective criteria
established by the Sponsor, pay fees to qualifying dealers for certain
services or activities which are primarily intended to result in sales
of Units of a Trust. Such payments are made by the Sponsor out of its
own assets, and not out of the assets of a Trust. These programs will
not change the price Unit holders pay for their Units or the amount that
a Trust will receive from the Units sold.
The Sponsor may, from time to time in its advertising and sales
materials, compare the then current estimated returns on a Trust and
returns over specified periods on other similar trusts sponsored by Nike
Securities L.P. with returns on other taxable investments such as
corporate or U.S. Government bonds, bank CDs and money market accounts
or money market funds, each of which has investment characteristics that
may differ from those of the respective Trust. U.S. Government bonds,
for example, are backed by the full faith and credit of the U.S.
Government, and bank CDs and money market accounts are insured by an
agency of the federal government. Money market accounts and money market
funds provide stability of principal, but pay interest at rates that
vary with the condition of the short-term debt market. The investment
characteristics of each respective Trust are described more fully
elsewhere in this Prospectus and in Part Three for each Trust.
Trust performance may be compared to performance on a total return basis
with the Dow Jones Industrial Average, the S&P 500 Composite Stock Price
Index, or performance data from Lipper Analytical Services, Inc. and
Morningstar Publications, Inc. or from publications such as Money, The
New York Times, U.S. News and World Report, Business Week, Forbes or
Fortune. As with other performance data, performance comparisons should
not be considered representative of a Trust's relative performance for
any future period.
What are the Sponsor's Profits?
In maintaining a market for the Units, the Sponsor will realize profits
or sustain losses in the amount of any difference between the price at
Page 14
which Units are purchased and the price at which Units are resold (which
price includes a sales charge as indicated in Part One for each Trust)
or redeemed. The secondary market public offering price of Units may be
greater or less than the cost of such Units to the Sponsor.
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer. Certificates to be redeemed must be properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unit
holder must sign exactly as his name appears on the face of the
certificate with the signature guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guaranty program in addition to, or in substitution for,
STAMP, as may be accepted by the Trustee. In certain instances the
Trustee may require additional documents such as, but not limited to,
trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority.
Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form. The
Trustee will maintain an account for each such Unit holder and will
credit each such account with the number of Units purchased by that Unit
holder. Within two business days of the issuance or transfer of Units
held in uncertificated form, the Trustee will send to the registered
owner of Units a written initial transaction statement containing a
description of the Trust; the number of Units issued or transferred; the
name, address and taxpayer identification number, if any, of the new
registered owner; a notation of any liens and restrictions of the issuer
and any adverse claims to which such Units are or may be subject or a
statement that there are no such liens, restrictions or adverse claims;
and the date the transfer was registered. Uncertificated Units are
transferable through the same procedures applicable to Units evidenced
by certificates (described above), except that no certificate need be
presented to the Trustee and no certificate will be issued upon the
transfer unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.
Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder may be required to furnish indemnity satisfactory to the Trustee
and pay such expenses as the Trustee may incur. Mutilated certificates
must be surrendered to the Trustee for replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in a Trust on
or about the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information" appearing in Part One of this Prospectus. Persons who
purchase Units will commence receiving distributions only after such
person becomes a record owner. Notification to the Trustee of the
transfer of Units is the responsibility of the purchaser, but in the
normal course of business such notice is provided by the selling
broker/dealer. The pro rata share of cash in the Capital Account of each
Trust will be computed as of the date indicated in Part One for each
Trust. Capital Account distributions to the Unit holders of record of a
Trust as of the date indicated in Part One for each Trust will be made
on the date indicated in Part One for each Trust. The Trustee is not
required to pay interest on funds held in the Capital Account of a Trust
(but may itself earn interest thereon and therefore benefit from the use
of such funds) nor to make a distribution from the Capital Account of a
Page 15
Trust unless the amount available for distribution shall equal at least
$1.00 per 1000 Units (if $1.00 per Unit) or $1.00 per 100 Units (if
$10.00 per Unit). Proceeds received on the sale of any Securities in a
Trust, to the extent not used to meet redemptions of Units or pay
expenses, will however be distributed to Unit holders of record as
indicated in Part One for each Trust. Income with respect to the
original issue discount on the Treasury Obligations in a Growth and
Treasury Trust will not be distributed currently, although Unit holders
will be subject to Federal income tax as if a distribution had occurred.
See "What is the Federal Tax Status of Unit Holders?"
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by
a Trust if the Trustee has not been furnished the Unit holder's tax
identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and
may be recovered by the Unit holder under certain circumstances by
contacting the Trustee, otherwise the amount may be recoverable only
when filing a tax return. Under normal circumstances the Trustee obtains
the Unit holder's tax identification number from the selling broker.
However, a Unit holder should examine his or her statements from the
Trustee to make sure that the Trustee has been provided a certified tax
identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided
such number, one should be provided as soon as possible.
Within a reasonable time after a Trust is terminated, each Unit holder
who is not a Rollover Unit holder, if applicable, will, upon surrender
of his Units for redemption, receive: (i) the pro rata share of the
amounts realized upon the disposition of Equity Securities, unless he or
she elects an In-Kind Distribution as described under "Other Information-
How May the Indenture be Amended or Terminated?", (ii) a pro rata share
of the amounts realized upon the disposition of the Treasury Obligations
(if applicable) and (iii) a pro rata share of any other assets of the
Trust, less expenses of the Trust, subject to the limitation that
Treasury Obligations (if applicable) may not be sold to pay for Trust
expenses.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Equity Securities therein. All other receipts (e.g.
return of principal, capital gains, etc.) are credited to the Capital
Account of a Trust.
The Trustee may establish reserves (the "Reserve Account") within a
Trust for state and local taxes, if any, and any governmental charges
payable out of such Trust.
Distribution Reinvestment Option. Eligible Unit holders may elect to
have each distribution of income or capital on his or her Units, other
than the final liquidating distribution in connection with the
termination of the Trust, automatically reinvested in additional Units
of an eligible Trust. See Part III of this Prospectus to determine
whether the distribution reinvestment option is available for a
particular Trust. Each person who purchases Units of an eligible Trust
may elect to become a participant in the Distribution Reinvestment
Option by notifying the Trustee of their election. The Distribution
Reinvestment Option may not be available in all states. In order to
enable a Unit holder to participate in the Distribution Reinvestment
Option with respect to a particular distribution on his or her Units,
the card must be received by the Trustee within 10 days prior to the
Record Date for such distribution. Each subsequent distribution of
income or capital on the participant's Units will be automatically
applied by the Trustee to purchase additional Units of the Trust. IT
SHOULD BE REMEMBERED THAT EVEN IF DISTRIBUTIONS ARE REINVESTED, THEY ARE
STILL TREATED AS DISTRIBUTIONS FOR INCOME TAX PURPOSES.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and the amount
of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per 1,000 Units if $1.00 per Unit (or per
100 Units if $10.00 per Unit). Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person
who at any time during the calendar year was a Unit holder of a Trust
the following information in reasonable detail: (1) a summary of
transactions in the Trust for such year; (2) any Securities sold during
the year and the Securities held at the end of such year by the Trust;
(3) the redemption price per 1,000 Units if $1.00 per Unit (or per 100
Units if $10.00 per Unit) based upon a computation thereof on the 31st
day of December of such year (or the last business day prior thereto);
and (4) amounts of income and capital distributed during such year.
Page 16
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trusts furnished to it by the Evaluator.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his Units by tender to the
Trustee at its unit investment trust office in the City of New York of
the certificates representing the Units to be redeemed, or in the case
of uncertificated Units, delivery of a request for redemption, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as explained above (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption fee
will be charged. On the third business day following such tender, the
Unit holder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit next computed after receipt by
the Trustee of such tender of Units. The "date of tender" is deemed to
be the date on which Units are received by the Trustee (if such day is a
day on which the New York Stock Exchange is open for trading), except
that as regards Units received after 4:00 p.m. Eastern time (or as of
any earlier closing time on a day on which the New York Stock Exchange
is scheduled in advance to close at such earlier time), the date of
tender is the next day on which the New York Stock Exchange is open for
trading and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the redemption price computed on
that day. Units so redeemed shall be cancelled.
For Equity Trusts, any Unit holder tendering at least the minimum amount
specified in "Summary of Essential Information" appearing in Part One
for each Trust for redemption may request by written notice submitted at
the time of tender from the Trustee in lieu of a cash redemption a
distribution of shares of Equity Securities in an amount and value of
Equity Securities per Unit equal to the Redemption Price Per Unit as
determined as of the evaluation next following tender. However, no In-
Kind Distribution requests submitted during the nine business days prior
to the Mandatory Termination Date will be honored. To the extent
possible, In-Kind Distributions shall be made by the Trustee through the
distribution of each of the Equity Securities in book-entry form to the
account of the Unit holder's bank or broker/dealer at the Depository
Trust Company. An In-Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unit holder will
receive his pro rata number of whole shares of each of the Equity
Securities comprising the portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unit holder is
entitled. The Trustee may adjust the number of shares of any issue of
Equity Securities included in a Unit holder's In-Kind Distribution to
facilitate the distribution of whole shares, such adjustment to be made
on the basis of the value of Equity Securities on the date of tender. If
funds in the Capital Account are insufficient to cover the required cash
distribution to the tendering Unit holder, the Trustee may sell Equity
Securities in the manner described above.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see
"Rights of Unit Holders-How are Income and Capital Distributed?" In the
event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of a Trust to the extent that funds are
available for such purpose, or from the Capital Account. All other
amounts paid on redemption shall be withdrawn from the Capital Account
of a Trust.
The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption. To the extent that Securities are sold,
the size and diversity of the Trust will be reduced. Such sales may be
required at a time when Securities would not otherwise be sold and might
result in lower prices than might otherwise be realized. For Growth and
Treasury Trusts, Equity Securities will be sold to meet redemptions of
Units before Treasury Obligations, although Treasury Obligations may be
sold if the Growth and Treasury Trust is assured of retaining a
sufficient principal amount of Treasury Obligations to provide funds
upon maturity of the Trust at least equal to $1.00 per Unit, or $10.00
per Unit for certain Trusts.
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the bid price of the
Treasury Obligations (if applicable) and the aggregate underlying value
Page 17
of the Equity Securities in the Trust, plus or minus cash, if any, in
the Income and Capital Accounts of a Trust. The Redemption Price per
Unit is the pro rata share of each Unit determined by the Trustee by
adding: (1) the cash on hand in a Trust; (2) the aggregate value of the
Securities held in a Trust, as determined by the Evaluator on the basis
of bid prices of the Treasury Obligations (if applicable) and the
aggregate underlying value of the Equity Securities in a Trust next
computed; and (3) dividends receivable on Equity Securities trading ex-
dividend as of the date of computation; and deducting therefrom: (1)
amounts representing any applicable taxes or governmental charges
payable out of a Trust; (2) any amounts owing to the Trustee for its
advances; (3) an amount representing estimated accrued expenses of a
Trust, including but not limited to fees and expenses of the Trustee
(including legal and auditing fees), the Evaluator and supervisory fees,
if any; (4) cash held for distribution to Unit holders of record of a
Trust as of the business day prior to the evaluation being made; and (5)
other liabilities incurred by a Trust; and finally dividing the results
of such computation by the number of Units of the Trust outstanding as
of the date thereof.
The aggregate value of the Equity Securities will be determined in the
following manner: if the Equity Securities are listed on a national
securities exchange or The Nasdaq Stock Market, this evaluation is
generally based on the closing sale prices on that exchange or that
system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that
exchange or system, at the closing bid prices. If the Equity Securities
are not so listed or, if so listed and the principal market therefore is
other than on the exchange, the evaluation shall generally be based on
the current bid price on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current bid
prices are unavailable, the evaluation is generally determined (a) on
the basis of current bid prices for comparable securities, (b) by
appraising the value of the Equity Securities on the bid side of the
market or (c) by any combination of the above.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than
for customary weekend and holiday closings, or during which the
Securities and Exchange Commission determines that trading on the New
York Stock Exchange is restricted or any emergency exists, as a result
of which disposal or evaluation of the Securities is not reasonably
practicable, or for such other periods as the Securities and Exchange
Commission may by order permit. Under certain extreme circumstances, the
Sponsor may apply to the Securities and Exchange Commission for an order
permitting a full or partial suspension of the right of Unit holders to
redeem their Units. The Trustee is not liable to any person in any way
for any loss or damage which may result from any such suspension or
postponement.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time
equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before 1:00 p.m. Eastern time on the same
business day and by making payment therefor to the Unit holder not later
than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee
for redemption as any other Units. In the event the Sponsor does not
purchase Units, the Trustee may sell Units tendered for redemption in
the over-the-counter market, if any, as long as the amount to be
received by the Unit holder is equal to the amount he or she would have
received on redemption of the Units.
The offering price of any Units acquired by the Sponsor will be in
accord with the Public Offering Price described in the then effective
prospectus describing such Units. Any profit or loss resulting from the
resale or redemption of such Units will belong to the Sponsor.
How May Securities be Removed from the Trusts?
The Portfolio of each Trust is not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Equity Security in
the event that an issuer defaults in the payment of a dividend that has
been declared, that any action or proceeding has been instituted
restraining the payment of dividends or there exists any legal question
or impediment affecting such Equity Security, that the issuer of the
Equity Security has breached a covenant which would affect the payments
Page 18
of dividends, the credit standing of the issuer or otherwise impair the
sound investment character of the Equity Security, that the issuer has
defaulted on the payment on any of its outstanding obligations, that the
price of the Equity Security has declined to such an extent or other
such credit factors exist so that in the opinion of the Sponsor, the
retention of such Equity Securities would be detrimental to a Trust.
Treasury Obligations in Growth and Treasury Trusts may be sold by the
Trustee only pursuant to the liquidation of a Growth and Treasury Trust
or to meet redemption requests. Pursuant to the Indenture and with
limited exceptions, the Trustee may sell any securities or other
property acquired in exchange for Equity Securities such as those
acquired in connection with a merger or other transaction. If offered
such new or exchanged securities or property, the Trustee shall reject
the offer. However, in the event such securities or property are
nonetheless acquired by a Trust, they may be accepted for deposit in
such Trust and either sold by the Trustee or held in the Trust pursuant
to the direction of the Sponsor (who may rely on the advice of the
Portfolio Supervisor). Proceeds from the sale of Securities by the
Trustee are credited to the Capital Account of a Trust for distribution
to Unit holders or to meet redemptions. The Trustee may from time to
time retain and pay compensation to the Sponsor (or an affiliate of the
Sponsor) to act as agent for a Trust with respect to selling Equity
Securities from such Trust. In acting in such capacity the Sponsor or
its affiliate will be held subject to the restrictions under the
Investment Company Act of 1940, as amended.
The Trustee may also sell Securities designated by the Sponsor, or if
not so directed, in its own discretion, for the purpose of redeeming
Units of the Trust tendered for redemption and the payment of expenses;
provided, however, that in the case of Securities sold to meet
redemption requests, Treasury Obligations in Growth and Treasury Trusts
may only be sold if the Trust is assured of retaining a sufficient
principal amount of Treasury Obligations to provide funds upon maturity
of a Growth and Treasury Trust at least equal to $1.00 per Unit, or
$10.00 per Unit for certain Trusts. Treasury Obligations may not be sold
by the Trustee to meet Trust expenses.
The Sponsor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares
of individual issues of Equity Securities. To the extent this is not
practicable, the composition and diversity of the Equity Securities may
be altered. In order to obtain the best price for a Trust, it may be
necessary for the Sponsor to specify minimum amounts (generally 100
shares) in which blocks of Equity Securities are to be sold. The Sponsor
may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of
broker/dealers to execute the Trusts' portfolio transactions.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 1991,
acts as Sponsor for successive series of The First Trust Combined
Series, FT Series (formerly known as The First Trust Special Situations
Trust), The First Trust Insured Corporate Trust, The First Trust of
Insured Municipal Bonds, The First Trust GNMA, Templeton Growth and
Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities Trust
and The Advantage Growth and Treasury Securities Trust. First Trust
introduced the first insured unit investment trust in 1974 and to date
more than $20 billion in First Trust unit investment trusts have been
deposited. The Sponsor's employees include a team of professionals with
many years of experience in the unit investment trust industry. The
Sponsor is a member of the National Association of Securities Dealers,
Inc. and Securities Investor Protection Corporation and has its
principal offices at 1001 Warrenville Road, Lisle, Illinois 60532;
telephone number (630) 241-4141. As of December 31, 1997, the total
partners' capital of Nike Securities L.P. was $11,724,071 (audited).
This paragraph relates only to the Sponsor and not to the Trusts or to
any series thereof or to any other Underwriter. The information is
included herein only for the purpose of informing investors as to the
financial responsibility of the Sponsor and its ability to carry out its
contractual obligations. More detailed financial information will be
made available by the Sponsor upon request.
Page 19
Who is the Trustee?
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th floor, New York, New
York 10004-2413. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. The Trustee
is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not
participated in the selection of the Securities. For information
relating to the responsibilities of the Trustee under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."
The Trustee and any successor trustee may resign by executing an
instrument in writing and filing the same with the Sponsor and mailing a
copy of a notice of resignation to all Unit holders. Upon receipt of
such notice, the Sponsor is obligated to appoint a successor trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Indenture.
If upon resignation of a trustee no successor has accepted the
appointment within 30 days after notification, the retiring trustee may
apply to a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of a trustee becomes effective
only when the successor trustee accepts its appointment as such or when
a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or
consolidation to which a Trustee shall be a party, shall be the
successor Trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any State and having at all times
an aggregate capital, surplus and undivided profits of not less than
$5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit holders
for taking any action or for refraining from taking any action in good
faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the case of the Trustee) or reckless
disregard of their obligations and duties. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the
Sponsor to act under the Indenture, the Trustee may act thereunder and
shall not be liable for any action taken by it in good faith under the
Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or upon or in
respect of a Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other
taxing authority having jurisdiction. In addition, the Indenture
contains other customary provisions limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or its
affairs are taken over by public authorities, then the Trustee may (a)
appoint a successor Sponsor at rates of compensation deemed by the
Trustee to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, or (b) terminate the Indenture and
liquidate the Trust as provided herein, or (c) continue to act as
Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is either Securities Evaluation Service, Inc., 531 East
Roosevelt Road, Suite 200, Wheaton, Illinois 60187 or First Trust
Advisors L.P., an Illinois limited partnership formed in 1991 and an
affiliate of the Sponsor. The address of First Trust Advisors L.P. is
1001 Warrenville Road, Lisle, Illinois 60532. See Part One for each
Trust to determine if Securities Evaluation Service, Inc. or First Trust
Advisors L.P. is evaluating such Trust. The Evaluator may resign or may
be removed by the Sponsor and the Trustee, in which event the Sponsor
and the Trustee are to use their best efforts to appoint a satisfactory
successor. Such resignation or removal shall become effective upon the
Page 20
acceptance of appointment by the successor Evaluator. If upon
resignation of the Evaluator no successor has accepted appointment
within 30 days after notice of resignation, the Evaluator may apply to a
court of competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Indenture
shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be under no
liability to the Trustee, Sponsor or Unit holders for errors in
judgment. This provision shall not protect the Evaluator in any case of
willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment is
(1) to cure any ambiguity or to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other
provision contained therein, or (2) to make such other provisions as
shall not adversely affect the interest of the Unit holders (as
determined in good faith by the Sponsor and the Trustee).
The Indenture provides that a Trust shall terminate upon the maturity,
redemption or other disposition of the last of the Treasury Obligations
held in a Growth and Treasury Trust, but in no event beyond the
Mandatory Termination Date indicated in Part One for each Trust under
"Summary of Essential Information." A Trust may be liquidated at any
time by consent of 100% of the Unit holders of the Trust, by the Trustee
in the event that Units of a Trust not yet sold aggregating more than
60% of the Units of the Trust are tendered for redemption by an
Underwriter, including the Sponsor or, for Equity Trusts, by the Trustee
when the principal amount of the Equity Securities owned by a Trust as
shown by any evaluation, is less than the amount specified in Part One
for each Trust. If a Trust is liquidated because of the redemption of
unsold Units of the Trust by an Underwriter, the Sponsor will refund to
each purchaser of Units of the Trust the entire sales charge and the
transaction fees (if applicable) paid by such purchaser. In the event of
termination, written notice thereof will be sent by the Trustee to all
Unit holders of a Trust. Within a reasonable period after termination,
the Trustee will follow the procedures set forth under "Rights of Unit
Holders-How are Income and Capital Distributed?"
Commencing during the period beginning nine business days prior to and
no later than the Mandatory Termination Date, Equity Securities will
begin to be sold in connection with the termination of a Trust. The
Sponsor will determine the manner, timing and execution of the sale of
the Equity Securities. Written notice of any termination of a Trust
specifying the time or times at which Unit holders may surrender their
certificates for cancellation shall be given by the Trustee to each Unit
holder at his address appearing on the registration books of a Trust
maintained by the Trustee. Not less than 60 days prior to the Mandatory
Termination Date, the Trustee will provide written notice thereof to all
Unit holders and will include with such notice a form to enable Unit
holders to elect a distribution of shares of Equity Securities (an "In-
Kind Distribution"), if such Unit holder owns at least that minimum
amount as set forth in "Summary of Essential Information" in Part One
for each Trust, rather than receive payment in cash for such Unit
holder's pro rata share of the amounts realized upon the disposition by
the Trustee of Equity Securities. An In-Kind Distribution will be
reduced by customary transfer and registration charges. To be effective,
the election form, together with surrendered certificates and other
documentation required by the Trustee, must be returned to the Trustee
at least ten business days prior to the Mandatory Termination Date. Not
less than 60 days prior to the termination of the Trust, those Unit
holders with at least that minimum amount as set forth in "Summary of
Essential Information" in Part One for each Trust, will be offered the
option of having the proceeds from the Equity Securities distributed "In-
Kind," or they will be paid in cash, as indicated above. For Growth and
Treasury Trusts, all Unit holders will receive their pro rata portion of
the Treasury Obligations in cash upon the termination of a Trust. A Unit
holder may, of course, at any time after the Equity Securities are
distributed, sell all or a portion of the shares. Unit holders not
electing a distribution of shares of Equity Securities will receive a
cash distribution from the sale of the remaining Securities within a
reasonable time after a Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the funds of the
Page 21
Trust any accrued costs, expenses, advances or indemnities provided by
the Trust Agreement, including estimated compensation of the Trustee and
costs of liquidation and any amounts required as a reserve to provide
for payment of any applicable taxes or other governmental charges. Any
sale of Securities in a Trust upon termination may result in a lower
amount than might otherwise be realized if such sale were not required
at such time. In addition, to the extent that Equity Securities are sold
prior to the Mandatory Termination Date, Unit holders will not benefit
from any stock appreciation they would have received had the Equity
Securities not been sold at such time. The Trustee will then distribute
to each Unit holder his pro rata share of the balance of the Income and
Capital Accounts.
Legal Opinions
The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, 111 West
Monroe Street, Chicago, Illinois 60603, as counsel for the Sponsor.
Carter, Ledyard & Milburn, acted as counsel for the Trustee and as
special New York tax counsel for the Trust.
Experts
The financial statements of the various Series of the Trust appearing in
Part One of this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere therein and in the Registration
Statement, and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
Page 22
This page is intentionally left blank.
Page 23
CONTENTS:
The First Trust Special Situations Trust
FT Series:
What is the FT Series? 3
What are the Expenses and Charges? 3
What is the Federal Tax Status of Unit Holders? 5
Are Investments in the Trusts Eligible for
Retirement Plans? 9
Portfolio:
What are Treasury Obligations? 9
What are the Equity Securities? 9
What are Some Additional Considerations for
Investors? 12
Public Offering:
How is the Public Offering Price Determined? 13
How are Units Distributed? 13
What are the Sponsor's Profits? 14
Rights of Unit Holders:
How is Evidence of Ownership Issued and
Transferred? 14
How are Income and Capital Distributed? 15
What Reports will Unit Holders Receive? 16
How May Units be Redeemed? 16
How May Units be Purchased by the Sponsor? 18
How May Securities be Removed
from the Trusts? 18
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 19
Who is the Trustee? 19
Limitations on Liabilities of Sponsor and Trustee 20
Who is the Evaluator? 20
Other Information:
How May the Indenture be Amended or
Terminated? 21
Legal Opinions 22
Experts 22
___________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE FUND
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
FIRST TRUST(registered trademark)
The First Trust
Special Situations Trust
FT Series
Prospectus
Part Two
October 29, 1999
First Trust (registered trademark)
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
THIS PART TWO MUST BE
ACCOMPANIED BY PART ONE AND PART THREE.
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
Page 24
AMERICA'S LEADING BRANDS GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated March 31, 1999 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks issued by companies
considered to be leaders in their industries. The Trusts do not include
Treasury Obligations. See "Portfolio" appearing in Part One for each
Trust.
The Objective of the Trusts. The objective of each Trust is to provide
for capital appreciation potential by investing a Trust's portfolio in
common stocks issued by companies considered to be leaders in their
industries (the "Equity Securities"). There is, of course, no guarantee
that the objective of the Trusts will be achieved.
Portfolio. The Trusts contain different issues of Equity Securities
which are listed on a national securities exchange or The Nasdaq Stock
Market or are traded in the over-the-counter market. Each Trust
initially consisted of a portfolio of 25 companies involved in one or
more of the following industries: apparel manufacturers, beverages,
entertainment, food, household products, medical supplies,
pharmaceuticals, recreation, restaurants, retail, technology, tobacco,
toiletries/cosmetics and toys. This type of diversification can help
offset risk, although it does not eliminate it entirely. Furthermore, to
achieve this type of diversification on your own would require
substantial time and capital commitments.
Almost every American is familiar with brand name companies like "Coca-
Cola," "Walt Disney," "Gap" and "Mattel." They are household names, and
their products can be found in almost every home across the country.
Increasingly, such companies are becoming household names overseas as
well. Many of these companies already have a strong presence in
international markets; and they stand to benefit even more from the
increasing demands of growing populations, rising standards of living,
more relaxed foreign trade agreements, and improved political climates
in many countries around the world.
Furthermore, these companies have strong financial positions and market
dominance, competitive advantages, skilled management, and essential
products and services. Generally, consumer goods companies with these
attributes perform strongly, even during uncertain economic times.
In general, the Sponsor believes these companies have above-average
growth prospects for sales and earnings, established market shares for
their products and services, and lower than average debt. In addition,
the Sponsor believes that employing a "buy and hold" philosophy
encourages investors to be disciplined and patient while looking at the
future prospects of the companies, rather than focusing on short-term
performance. You will have an investment which has the potential to
weather economic downturns, grow consistently in a healthy economy, and
provide stable, consistent total return over time. There is, however, no
assurance that the objective of the Trusts will be achieved.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
An investment in Units of the Trusts should be made with an
understanding of the problems and risks inherent in the consumer
products industry in general. These include the cyclicality of revenues
and earnings, changing consumer demands, regulatory restrictions,
product liability litigation and other litigation resulting from
accidents, extensive competition (including that of low-cost foreign
competition), unfunded pension fund liabilities and employee and retiree
benefit costs and financial deterioration resulting from leveraged buy-
outs, takeovers or acquisitions. In general, expenditures on consumer
products will be affected by the economic health of consumers. A weak
economy with its consequent effect on consumer spending would have an
adverse effect on consumer products companies. Other factors of
particular relevance to the profitability of the industry are the
effects of increasing environmental regulation on packaging and on waste
disposal, the continuing need to conform with foreign regulations
governing packaging and the environment, the outcome of trade
negotiations and the effect on foreign subsidies and tariffs, foreign
exchange rates, the price of oil and its effect on energy costs,
inventory cutbacks by retailers, transportation and distribution costs,
health concerns relating to the consumption of certain products, the
effect of demographics on consumer demand, the availability and cost of
raw materials and the ongoing need to develop new products and to
improve productivity.
Public Offering. The applicable sales charge is reduced by a discount as
indicated below for aggregate volume purchases (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth
below):
<TABLE>
<CAPTION>
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
<S> <C> <C>
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
___________
<FN>
* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
</FN>
</TABLE>
A dealer will receive from the Sponsor a dealer concession of 65% of the
total sales charge for Units sold.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor and the broker/dealers, banks or
other selling agents and their subsidiaries and vendors providing
services to the Sponsor, Units may be purchased at the Public Offering
Price less the concession the Sponsor typically allows to dealers and
other selling agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases (see "Public Offering-How are Units Distributed?" in Part Two
of this Prospectus) by investors who purchase Units through registered
investment advisers, certified financial planners or registered broker-
dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide
such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed.
Page 2
AMERICA'S LEADING BRANDS GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
AUTO & TRANSPORTATION GROWTH TRUST SERIES
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated December 31, 1999 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks issued by companies in
the air freight, airlines, motor vehicles, parts and accessories,
railroads, and trucking industries. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
investors with the potential for above-average capital appreciation
through an investment in a diversified portfolio of common stocks issued
by companies in the air freight, airlines, motor vehicles, parts and
accessories, railroads, and trucking industries (the "Equity
Securities"). There is, of course, no guarantee that the objective of
the Trusts will be achieved.
Portfolio. The Trusts contain different issues of Equity Securities
which are listed on a national securities exchange or The Nasdaq Stock
Market or are traded in the over-the-counter market. The auto and
transportation industries have undergone significant changes as a result
of deregulation, consolidation, cost-cutting and management changes,
which allowed the industries to thrive. The Sponsor believes the changes
in these industries, combined with attractive valuations and improving
fundamentals, have created a unique opportunity for investors seeking
above-average growth potential, and the following factors support the
Sponsor's positive outlook for companies in the auto and transportation
industries:
The companies included in the portfolio trade at attractive price to
earnings ratios relative to their future earnings growth prospects.
Companies in this sector may benefit from a strong U.S. economy as well
as from the potential for a rebound in overseas countries.
Companies in the auto and transportation industries have enhanced their
earnings potential by greatly improving their operating efficiencies
through capital investments, cost reductions and a better use of capital.
In general, the Sponsor believes these companies have above-average
growth prospects for sales and earnings, established market shares for
their products and services, and lower than average debt. In addition,
the Sponsor believes that employing a "buy and hold" philosophy
encourages investors to be disciplined and patient while looking at the
future prospects of the companies, rather than focusing on short-term
performance. There is, however, no assurance that the objective of the
Auto & Transportation Growth Trust will be achieved.
An investment in Units of the Trust should be made with an understanding
of the problems and risks inherent in an investment in the automotive
and transportation industries in general. Companies included in these
industries include air freight companies, airlines, motor vehicle
manufacturers, motor vehicle parts and accessories manufacturers,
railroads and trucking companies. Certain or all of companies in the
automotive and transportation industries are subject to intense
competition, cyclical revenues, high research and development costs,
high costs in purchasing and maintaining equipment, labor unrest and
reduced demand for their products or services during periods of economic
slowdown.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
Government authorities impose a variety of regulations on auto and
transportation companies. These regulations address issues such as
driver/pilot qualifications, safety standards, rates, routes, vehicle
maintenance, operational standards, fuel consumption and pollution
controls. Any change or increase in regulations could negatively impact
the operating results of these companies. As many governments
increasingly focus on environmental issues, automotive and
transportation companies could also face increased costs associated with
complying with reduced emissions requirements or environmental cleanup.
On the other hand, any future deregulation of regulated industries could
result in increased competition, which could limit profitability within
the industry.
The earnings of auto and transportation companies are highly dependent
on the price and availability of fuel. A significant increase in the
price of fuel could negatively impact these companies. Auto and
transportation companies can face significant liabilities resulting from
accidents which injure passengers or damage cargo or other property.
While companies may be insured against these liabilities, any accident
could have a significantly negative impact on a company. Many auto and
transportation companies have been subject to seasonal trends due to
customer demands. These companies may exhibit especially strong results
during certain seasons of the year, but may also exhibit especially weak
results during others. In addition, the United States government is a
significant customer of many aerospace companies. As a result, these
companies may be particularly dependent on congressional appropriations,
administrative allotment of funds and changes in government policies
that may reflect military and political developments.
Public Offering. The applicable sales charge is reduced by a discount as
indicated below for aggregate volume purchases (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth
below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
A dealer will receive from the Sponsor a dealer concession of 65% of the
total sales charge for Units sold.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor and the broker/dealers, banks or
other selling agents and their subsidiaries and vendors providing
services to the Sponsor, Units may be purchased at the Public Offering
Price less the concession the Sponsor typically allows to dealers and
other selling agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases (see "Public Offering-How are Units Distributed?" in Part Two
of this Prospectus) by investors who purchase Units through registered
investment advisers, certified financial planners or registered broker-
dealers who in each case either charge periodic fees for financial
Page 2
planning, investment advisory or asset management services, or provide
such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed.
Page 3
AUTO & TRANSPORTATION GROWTH TRUST SERIES
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 4
COMMUNICATIONS GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated July 30, 1999 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks of communications
companies, including common stock of foreign issuers in American
Depositary Receipt ("ADR") form. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
potential for above-average capital appreciation by investing a Trust's
portfolio in common stocks of communications companies, including common
stock of foreign issuers in American Depositary Receipt ("ADR") form
("Equity Securities"). There is, of course, no guarantee that the
objective of the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities
of communications companies which are listed on a national securities
exchange, The Nasdaq Stock Market or are traded in the over-the-counter
market. The Sponsor believes the companies chosen for the Trusts are
those best positioned to take advantage of many types of communications
around the world. Each Trust's portfolio is diversified across domestic
and international companies involved in computer networking,
communications equipment, communications services and wireless
communications. A diversified portfolio helps to offset the risks
normally associated with such an investment, although it does not
eliminate them entirely. The companies selected for the Trusts have been
researched and evaluated using database screening techniques,
fundamental analysis and the judgment of the Sponsor's research
analysts. In general, the Sponsor believes these companies have above-
average growth prospects for both sales and earnings, established market
shares for their services and lower-than-average levels of debt.
In the Sponsor's opinion on the Initial Dates of Deposit, the
communications industry is expected to benefit from the convergence of a
variety of industries including entertainment, media and publishing.
Companies well-positioned within the communications industry are poised
for both increased revenue and earnings growth potential over the next
several years. The Telecommunications Act of 1996 broke down many
regulatory barriers in the United States, making it possible for
companies once precluded from offering multiple communication services
to now do so. Cable companies, for instance, can now offer telephone
services while telephone companies can offer video services. Increased
competition and opportunities will arise as telephone companies are able
to offer both long-distance and local services. Governments worldwide
are moving toward democracy and economies based on market-oriented
policies. As part of this process, communications systems are shifting
from government-owned monopolies to publicly-owned market-based
companies. This worldwide deregulation is likely to accelerate global
demand for communications services. Due to the fast pace of
technological advances, domestic and global demand for communications
services and equipment is increasing. Recent advances, such as wireless
phones, fiber optics and the Internet, are allowing businesses,
individuals and governments greater access to a variety of
communications services at lower costs. This increased access, in turn,
is fueling the demand for products from manufacturers of communications
equipment and computer networks. In addition, future technological
advances will only serve to further reduce communications-related costs
and to stimulate demand.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
An investment in Units of the Trusts should be made with an
understanding of the problems and risks inherent in the communications
sector in general.
The market for high-technology communications products and services is
characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Equity Securities depends in substantial part on the timely and
successful introduction of new products and services. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the Equity
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
The communications industry is subject to governmental regulation.
However, as market forces develop, the government will continue to
deregulate the communications industry, promoting vigorous economic
competition and resulting in the rapid development of new communications
technologies. The products and services of communications companies may
be subject to rapid obsolescence. These factors could affect the value
of a Trust's Units. For example, while telephone companies in the United
States are subject to both state and federal regulations affecting
permitted rates of returns and the kinds of services that may be
offered, the prohibition against phone companies delivering video
services has been lifted. This creates competition between phone
companies and cable operators and encourages phone companies to
modernize their communications infrastructure. Certain types of
companies represented in a Trust's portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid
price volatility.
Many communications companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can
be no assurance that the steps taken by the issuers of the Equity
Securities to protect their proprietary rights will be adequate to
prevent misappropriation of their technology or that competitors will
not independently develop technologies that are substantially equivalent
or superior to such issuers' technology.
For a discussion of American Depositary Receipts ("ADRs"), see "What are
Equity Securities?" in Part Two of the Prospectus.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
<TABLE>
<CAPTION>
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
<S> <C> <C>
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
___________
<FN>
* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
</FN>
</TABLE>
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units in a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
Page 2
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor, broker/dealers, banks or other
selling agents and their subsidiaries and vendors providing services to
the Sponsor, Units may be purchased at the Public Offering Price less
the concession the Sponsor typically allows to dealers and other selling
agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases (see "Public Offering-How are Units Distributed?" in Part Two
of this Prospectus) by investors who purchase Units through registered
investment advisers, certified financial planners or registered
broker/dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or
provide such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" charge is imposed.
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales will be made to dealers and other
selling agents at prices which represent a concession or agency
commission of 65% of the then current maximum sales charge, except for
Communications Growth Trust, Series 3, where sales will be made to
dealers and other selling agents at prices which represent a concession
or agency commission of 3.2% of the Public Offering Price (or 65% of the
then current maximum sales charge after October 29, 1999).
Page 3
COMMUNICATIONS GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 4
INTERNET GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated April 30, 1999 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks issued by companies
that, in the Sponsor's opinion, as of the Initial Date of Deposit, are
ideally positioned to take advantage of the rapid growth of the
Internet. The Trusts do not include Treasury Obligations. See
"Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
the potential for above-average capital appreciation by investing a
Trust's portfolio in common stocks as described above ("Equity
Securities"). There is, of course, no guarantee that the objective of
the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities,
all of which are listed on a national securities exchange, The Nasdaq
Stock Market or are traded in the over-the-counter market. A portfolio
of a Trust is diversified across many related sectors:
access/information providers, communications equipment, computer
networking, computer services, computers, Internet content, on-line
brokerage, semiconductors and software. Diversifying a portfolio helps
to offset the risks normally associated with equity investments,
although risk cannot be entirely eliminated. This type of
diversification provides a convenient, efficient way for the investor to
own stocks in a number of companies without considerable time and
capital commitments.
In the Sponsor's opinion, as of the Initial Date of Deposit, the growing
numbers of users and web sites along with expanding capabilities make
the Trusts an attractive investment opportunity. More than 58 million
adults are on-line in the United States alone, and the number of on-line
users is expected to dramatically increase in the future. In fact, a new
computer is added to the Internet approximately every four seconds, and
nearly 3,000 new websites are being added every day. Rising standards of
living and more disposable income worldwide, combined with faster, more
efficient and affordable technology will dramatically expand the
potential number of users. In addition, improved security measures are
helping to increase the number of consumer transactions over the Web.
Corporations have made huge strides in the way they conduct business-to-
business transactions over the Internet, making it more commercially
feasible for the mass market. Business-to-business electronic commerce
is anticipated to exceed $20 billion by 2000, up from an estimated $9.5
billion in 1997. Consolidation and mergers among companies involved with
the Internet are increasing. Technological improvement like high-speed
data and video transmission through cable connections are helping to
fuel this growth. Overall, new technologies are accepted more rapidly
than ever. In fact, while it took 35 years for one-quarter of U.S.
households to own a telephone, the Internet reached the same level of
penetration in only seven years. All of these factors lead the Sponsor
to believe the companies selected for the portfolios stand to benefit
from the combination of increased demand, faster and more efficient
services, and more affordable equipment.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
The companies selected for the Trusts have been researched and evaluated
using database screening techniques, fundamental analysis, and the
judgment of the Sponsor's research analysts. To help reduce risk, the
Trusts avoid small companies, newly-issued stocks, and stocks with
little or no earnings. In general, the Sponsor believed, as of the
Initial Date of Deposit, the companies selected have above-average
growth prospects for sales and earnings, established market shares for
their services, and lower than average debt. In addition, the Sponsor
believes that employing a "buy and hold" philosophy encourages investors
to be disciplined and patient while looking at the future prospects of
the companies, rather than focusing on short-term performance.
The Sponsor believed, as of the Initial Date of Deposit, that the
enormous growth potential of the Internet offers a compelling investment
opportunity. However, since the Internet is in the early stages of its
development and the direction of its evolution is unpredictable,
tremendous risks exist. It is important to note that companies engaged
in business related to the Internet are subject to fierce competition
and their products and services may be subject to rapid obsolescence.
There is, however, no assurance that the objective of the Trusts will be
achieved.
An investment in Units of the Trusts should be made with an
understanding of the risks such an investment may entail. The Trusts
concentrate their Equity Securities in the technology industry and, as a
result, the value of the Units of a Trust may be susceptible to factors
affecting the technology industry.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers and peripherals,
software, Internet access/information providers, semiconductors,
computer-related equipment, computer networks, communications systems,
telecommunications products, electronic products and other related
products, systems and services. The market for these products,
especially those specifically related to the Internet, is characterized
by rapidly changing technology, rapid product obsolescence, cyclical
market patterns, evolving industry standards and frequent new product
introductions. The success of the issuers of the Equity Securities
depends in substantial part on the timely and successful introduction of
new products. An unexpected change in one or more of the technologies
affecting an issuer's products or in the market for products based on a
particular technology could have a material adverse affect on an
issuer's operating results. Furthermore, there can be no assurance that
the issuers of the Equity Securities will be able to respond in a timely
manner to compete in the rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Equity Securities and therefore
the ability of a Unit holder to redeem Units at a price equal to or
greater than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Equity Securities will obtain orders of similar magnitude as past orders
from other customers. Similarly, the success of certain technology
companies is tied to a relatively small concentration of products or
technologies. Accordingly, a decline in demand of such products,
technologies or from such customers could have a material adverse impact
on issuers of the Equity Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
Page 2
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Equity Securities
to protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the securities in
a Trust.
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
_______________________________ _______ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
*The breakpoint sales charges are also applied on a Unit basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units in a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. An investor may aggregate purchases of Units of an Internet
Growth Trust and an Internet Growth & Treasury Trust for purposes of
qualifying for volume purchase discounts listed above. The aggregate
amount of Units of each Trust purchased will be used to determine the
applicable sales charge to be imposed on the purchase of Units of each
Trust. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor, broker/dealers, banks or other
selling agents and their subsidiaries and vendors providing services to
the Sponsor, Units may be purchased at the Public Offering Price less
the concession the Sponsor typically allows to dealers and other selling
agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases (see "Public Offering-How are Units Distributed?" in Part Two
of the Prospectus) by investors who purchase Units through registered
investment advisers, certified financial planners or registered
broker/dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or
provide such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" charge is imposed.
Page 3
INTERNET GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 4
REGIONAL BANK & THRIFT GROWTH TRUST SERIES
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated May 28, 1999 PART ONE AND PART TWO
The Trusts. The Trusts consist of a diversified portfolio of common
stocks issued by banks and thrifts. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
for capital appreciation potential through an investment in a
diversified portfolio of common stocks as described above ("Equity
Securities"). There is, of course, no guarantee that the objective of
the Trusts will be achieved.
Portfolio. Recent changes in interstate banking laws have expanded the
industry's ability to consolidate, generating a wave of takeovers and
mergers. On the Initial Date of Deposit, the Sponsor believed the
consolidation activity, along with attractive valuations, and improving
fundamentals within the industry, created a unique opportunity for
investors seeking above-average growth potential. The following factors
supported the Sponsor's positive outlook for companies in the bank and
thrift industry:
Despite consistent earnings growth, on average the companies included in
the portfolio traded at below-market price to earnings ratios.
Companies in this sector were poised to benefit from strong and
improving fundamentals as both businesses and consumers increased their
levels of borrowing as a result of low interest rates.
The bank and thrift industry continued to experience significant
consolidation as larger institutions acquired smaller banks and thrifts.
Therefore, the overall number of banks and thrifts had been steadily
declining. The Sponsor believed greater distribution, geographic and
product diversification, and less competition in a given market were the
primary factors favoring continued consolidation activity. Investors may
benefit from takeover premiums if any of the companies in a Trust are
acquired.
In general, the Sponsor believed the companies selected for the Trusts
had above-average growth prospects for sales and earnings, established
market shares for their services, and lower than average debt. In
addition, the Sponsor believed that employing a "buy and hold"
philosophy encourages investors to be disciplined and patient while
looking at the future prospects of the companies, rather than focusing
on short-term performance. There is, however, no assurance that the
objective of the Trusts will be achieved.
Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates,
portfolio concentrations in geographic markets and in commercial and
residential real estate loans, and competition from new entrants in
their fields of business. Banks and thrifts are highly dependent on net
interest margin. Recently, bank profits have come under pressure as net
interest margins have contracted, but volume gains have been strong in
both commercial and consumer products. There is no certainty that such
conditions will continue. Bank and thrift institutions had received
significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and
refinancing activity subsided, this income diminished. Economic
conditions in the real estate markets, which have been weak in the past,
can have a substantial effect upon
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
banks and thrifts because they generally have a portion of their assets
invested in loans secured by real estate. Banks, thrifts and their
holding companies are subject to extensive federal regulation and, when
such institutions are state-chartered, to state regulation as well. Such
regulations impose strict capital requirements and limitations on the
nature and extent of business activities that banks and thrifts may
pursue. Furthermore, bank regulators have a wide range of discretion in
connection with their supervisory and enforcement authority and may
substantially restrict the permissible activities of a particular
institution if deemed to pose significant risks to the soundness of such
institution or the safety of the federal deposit insurance fund.
Regulatory actions, such as increases in the minimum capital
requirements applicable to banks and thrifts and increases in deposit
insurance premiums required to be paid by banks and thrifts to the
Federal Deposit Insurance Corporation ("FDIC"), can negatively impact
earnings and the ability of a company to pay dividends. Neither federal
insurance of deposits nor governmental regulations, however, insures the
solvency or profitability of banks or their holding companies, or
insures against any risk of investment in the securities issued by such
institutions.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Equity Securities in a Trust's portfolio cannot be
predicted with certainty. Periodic efforts to introduce legislation
broadening the ability of banks to compete with new products have not
been successful, but if enacted could lead to more failures as a result
of increased competition and added risks. Failure to enact such
legislation, on the other hand, may lead to declining earnings and an
inability to compete with unregulated financial institutions. Efforts to
expand the ability of federal thrifts to branch on an interstate basis
have been initially successful through promulgation of regulations, and
legislation to liberalize interstate banking has recently been signed
into law. Under the legislation, banks will be able to purchase or
establish subsidiary banks in any state, one year after the
legislation's enactment. Since mid-1997, banks have been allowed to turn
existing banks into branches. Consolidation is likely to continue. The
Securities and Exchange Commission and the Financial Accounting
Standards Board require the expanded use of market value accounting by
banks and have imposed rules requiring market accounting for investment
securities held in trading accounts or available for sale. Adoption of
additional such rules may result in increased volatility in the reported
health of the industry, and mandated regulatory intervention to correct
such problems. Additional legislative and regulatory changes may be
forthcoming. For example, the bank regulatory authorities have proposed
substantial changes to the Community Reinvestment Act and fair lending
laws, rules and regulations, and there can be no certainty as to the
effect, if any, that such changes would have on the Equity Securities in
a Trust's portfolio. In addition, from time to time the deposit
insurance system is reviewed by Congress and federal regulators, and
proposed reforms of that system could, among other things, further
restrict the ways in which deposited moneys can be used by banks or
reduce the dollar amount or number of deposits insured for any
depositor. Such reforms could reduce profitability as investment
opportunities available to bank institutions become more limited and as
consumers look for savings vehicles other than bank deposits. Banks and
thrifts face significant competition from other financial institutions
such as mutual funds, credit unions, mortgage banking companies and
insurance companies, and increased competition may result from
legislative broadening of regional and national interstate banking
powers as has been recently enacted. Among other benefits, the
legislation allows banks and bank holding companies to acquire across
previously prohibited state lines and to consolidate their various bank
subsidiaries into one unit. The Sponsor makes no prediction as to what,
if any, manner of bank and thrift regulatory actions might ultimately be
adopted or what ultimate effect such actions might have on a Trust's
portfolio.
The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank
holding company, (3) acquiring all or substantially all the assets of a
Page 2
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and
future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.
The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which could
only be funded in ways that would weaken its financial health, such as
by borrowing. The FRB also may impose limitations on the payment of
dividends as a condition to its approval of certain applications,
including applications for approval of mergers and acquisitions. The
Sponsor makes no prediction as to the effect, if any, such laws will
have on the Equity Securities or whether such approvals, if necessary,
will be obtained.
Some of the nation's largest banks, already working to upgrade their own
computer systems to meet the Year 2000 deadline, are concerned that some
borrowers may fail to upgrade their computers in time, creating problem
loans and increasing overall loan losses. Banks considered most
vulnerable by analysts include those lending primarily to small
businesses, which aren't as likely as large businesses to have a plan
for upgrading their computers. Also at risk are banks with significant
exposure overseas, where many foreign businesses are not moving as
quickly to resolve this problem. Analysts warn that it will be difficult
for banks to determine their potential loan losses related to Year 2000
credit risk.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Equity Securities in a Trust's portfolio cannot be
predicted with certainty. Periodic efforts by recent Administrations to
introduce legislation broadening the ability of banks to compete with
new products have not been successful, but if enacted could lead to more
failures as a result of increased competition and added risks. Failure
to enact such legislation, on the other hand, may lead to declining
earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch
on an interstate basis have been initially successful through
promulgation of regulations, and legislation to liberalize interstate
banking has recently been signed into law. Under the legislation, banks
will be able to purchase or establish subsidiary banks in any state, one
year after the legislation's enactment. Since mid-1997, banks have been
allowed to turn existing banks into branches. Consolidation is likely to
continue. The Securities and Exchange Commission and the Financial
Accounting Standards Board require the expanded use of market value
accounting by banks and have imposed rules requiring market accounting
for investment securities held in trading accounts or available for
sale. Adoption of additional such rules may result in increased
volatility in the reported health of the industry, and mandated
regulatory intervention to correct such problems. Additional legislative
and regulatory changes may be forthcoming. For example, the bank
regulatory authorities have proposed substantial changes to the
Community Reinvestment Act and fair lending laws, rules and regulations,
and there can be no certainty as to the effect, if any, that such
changes would have on the Equity Securities in a Trust's portfolio. In
addition, from time to time, the deposit insurance system is reviewed by
Congress and federal regulators, and proposed reforms of that system
could, among other things, further restrict the ways in which deposited
moneys can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to bank institutions
become more limited and as consumers look for savings vehicles other
Page 3
than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions,
mortgage banking companies and insurance companies, and increased
competition may result from legislative broadening of regional and
national interstate banking powers as has been recently enacted. Among
other benefits, the legislation allows banks and bank holding companies
to acquire across previously prohibited state lines and to consolidate
their various bank subsidiaries into one unit. The Sponsor makes no
prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions
might have on a Trust's portfolio.
The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank
holding company, (3) acquiring all or substantially all the assets of a
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and
future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.
The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which could
only be funded in ways that would weaken its financial health, such as
by borrowing. The FRB also may impose limitations on the payment of
dividends as a condition to its approval of certain applications,
including applications for approval of mergers and acquisitions. The
Sponsor makes no prediction as to the effect, if any, such laws will
have on the Equity Securities or whether such approvals, if necessary,
will be obtained.
Public Offering. The applicable sales charge is reduced by a discount as
indicated below for volume purchases:
<TABLE>
<CAPTION>
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price Price Invested
____________________________ __________ __________
<S> <C> <C>
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
</TABLE>
A dealer will receive from the Sponsor a dealer concession of 65% of the
total sales charge for Units sold.
Any such reduced sales charge shall be the responsibility of the selling
dealer. The reduced sales charge structure will apply on all purchases
of Units in a Trust by the same person on any one day from any one
dealer. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the Underwriter or dealer of any such
combined purchase prior to the sale in order to obtain the indicated
discount. In addition, with respect to the employees, officers and
directors (including their immediate family members, defined as spouses,
children, grandchildren, parents, grandparents, mothers-in-law, fathers-
in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons) of the Sponsor, the sales
charge is reduced by 3.2% of the Public Offering Price.
Page 4
Regional Bank & Thrift Growth Trust Series
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 5
CONTENTS OF POST-EFFECTIVE AMENDMENT
OF REGISTRATION STATEMENT
This Post-Effective Amendment of Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Auditors
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 291 AMERICA'S LEADING BRANDS GROWTH TRUST,
SERIES 4
AUTO & TRANSPORTATION GROWTH TRUST SERIES
COMMUNICATIONS GROWTH TRUST, SERIES 3
INTERNET GROWTH TRUST, SERIES 5
REGIONAL BANK & THRIFT GROWTH TRUST, SERIES 2, certifies that it
meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment of its Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the
Village of Lisle and State of Illinois on December 30, 1999.
FT 291
AMERICA'S LEADING BRANDS GROWTH TRUST,
SERIES 4
AUTO & TRANSPORTATION GROWTH TRUST SERIES
COMMUNICATIONS GROWTH TRUST, SERIES 3
INTERNET GROWTH TRUST, SERIES 5
REGIONAL BANK & THRIFT GROWTH TRUST,
SERIES 2
(Registrant)
ByNIKE SECURITIES L.P.
(Depositor)
ByRobert M. Porcellino
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment of Registration Statement has been
signed below by the following person in the capacity and on the
date indicated:
Signature Title Date
David J. Allen Sole Director of )
Nike Securities )
Corporation, ) December 30, 1999
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
) Attorney-in-Fact**
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
Combined Series 258 (File No. 33-63483) and the same is
hereby incorporated herein by this reference.
S-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 10, 1999 in
this Post-Effective Amendment to the Registration Statement and
related Prospectus of FT Series dated December 28, 1999.
ERNST & YOUNG LLP
Chicago, Illinois
December 27, 1999
