<PAGE>
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Form S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust: Nuveen Unit Trusts, Series 33
B. Name of Depositor: John Nuveen & Co. Incorporated
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
John Nuveen & Co. Incorporated
Attention: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606
Chapman and Cutler
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
- ----
: : immediately upon filing pursuant to paragraph (b)
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: : on (date) pursuant to paragraph (b)
- ----
: : 60 days after filing pursuant to paragraph (a)
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: : on (date) pursuant to paragraph (a) of rule 485 or 486
- ----
- ----
: : This post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.
E. Title of securities being registered: Units of fractional undivided
beneficial interest.
F. Approximate date of proposed public offering: November 24, 1998.
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: : Check box if it is proposed that this filing will become effective on
- ---- (date) at (time) pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
Preliminary Prospectus Dated February 1, 1999
Subject to Completion
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Nuveen Unit Trusts--Series 33
Defined Portfolios
Nuveen Unit Trusts, Series 33
Nuveen-S&P 500 Index Portfolio, Series 1
Nuveen-Nasdaq 100 Index Portfolio, Series 1
Prospectus Part A dated , 1999
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Overview
Nuveen Unit Trusts, Se- This Part A Prospectus
ries includes the sep- may not be distributed
arate unit investment unless accompanied by the
trusts listed above (the Nuveen Index Portfolio
"Portfolios"). Each Port- Prospec-
folio seeks the potential
for capital appreciation tus--Part B which is
by investing in the com- dated , 1999.
mon stocks included in Part B of this Prospectus
the index represented by is attached.
each Portfolio. The Secu-
rities held by the Port-
folios will be periodi-
cally adjusted to gener-
ally reflect the current
selections and weightings
of the applicable index.
The Portfolios seek to
produce investment re-
sults that generally cor-
respond to the price and
yield performance of the
applicable index. The
Portfolios are scheduled
to terminate in approxi-
mately four years.
Units of the Trust are
not deposits or obliga-
tions of, or guaranteed
or endorsed by, any bank
and are not federally in-
sured or otherwise pro-
tected by the FDIC or any
other Federal agency and
involve investment risk,
including the possible
loss of principal.
The Securities and
Exchange Commission has
not approved or disap-
proved these securities
or passed upon the ade-
quacy of this prospectus.
Any representation to the
contrary is a criminal
offense.
Contents
1Overview 13Dealer Concessions
2Trust Summary and 13General Information
4Financial Highlights
13Optional Features
Nuveen-S&P 500 Index 14Secondary Market for Units
Portfolio, Series 1 14Portfolio Selection
9
14Termination
Nuveen-Nasdaq 100 Index 14The Sponsor
Portfolio, Series 1 15Notes to Portfolios
12
Risk Factors 16Statements of Condition
12
Distributions 17Report of Independent Public Accountants
12
Income and Capital
Distributions
12
Investing in the
Portfolios
12
Sales Charges
For the Table of Contents of Part B, see Part B of the
Prospectus.
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The Nasdaq 100*, Nasdaq 100 Index*, and Nasdaq* are trade or service marks of
The Nasdaq Stock Market, Inc. (which with its affiliates are the Corporations)
and are licensed for use by John Nuveen & Co. Incorporated. The [Portfolio] has
not been passed on by the Corporations as to their legality or suitability. The
[Portfolio] is not issued, endorsed, sold, or promoted by the Corporations. THE
CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE
[PORTFOLIO].
"Standard & Poor's", "S&P", "S&P 500" and "500" are trademarks of The McGraw
Hill Companies, Inc. and have been licensed for certain purposes by John Nuveen
& Co. Incorporated. The Portfolio is not sponsored, endorsed, sold or promoted
by Standard & Poor's and Standard & Poor's makes no representation regarding
the advisability of investing in the Portfolio.
--
SCT-01-99-P 1
<PAGE>
Nuveen Unit Trusts, Series 33
Trust Summary and Financial Highlights as of , 1999
Nuveen Index Portfolios
Essential Information
General Information
<TABLE>
<S> <C>
Initial Date of Deposit................................. , 1999
Mandatory Termination Date..............................
Record Dates............................................ June 15 and December 15
Distribution Dates...................................... June 30 and December 31
</TABLE>
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<TABLE>
<CAPTION>
S&P 500 Nasdaq 100
Index Portfolio Index Portfolio
--------------- ---------------
Trust Information
<S> <C> <C>
CUSIP Numbers: dividends in cash...............
dividends reinvest.............................
Initial Number of Units(1).....................
Aggregate Value of Securities..................
- -------------------------------------------------------------------------------
Public Offering Price(2)(4)
Aggregate Value of Securities per Unit......... $10.00 $10.00
Deferred Sales Charge of $0.395 per Unit
( % of the net amount invested)(3)........ $0.395 $0.395
Public Offering Price per Unit................. $10.00 $10.00
Maximum Organizational and Offering Costs per
Unit(4)....................................... $ $
Expense Information
<CAPTION>
S&P 500 Nasdaq 100
Index Portfolio Index Portfolio
--------------- ---------------
Sales Charges (Maximum Total $0.395 per Unit)(5)
<S> <C> <C>
Sales Charge................................... $0.395 $0.395
- -------------------------------------------------------------------------------
Maximum Organizational and Offering Costs per
Unit(4)....................................... $ $
</TABLE>
- --------------------------------------------------------------------------------
Estimated Annual Operating Expenses per Unit
<TABLE>
<S> <C> <C>
Trustee's Fee................................................. $ $
Sponsor's Supervisory Fee(6).................................. $ $
Bookkeeping and Administrative Fee(6)......................... $ $
Evaluator's Fee(7)............................................ $ $
Miscellaneous Expenses(8)..................................... $ $
-------- --------
Estimated Annual Expenses..................................... $ $
</TABLE>
- --------------------------------------------------------------------------------
Estimated Costs Over Time
The following are the estimated cumulative costs on a $1,000 investment in each
of the above Portfolios, assuming (as mandated by the Securities and Exchange
Commission) a 5% annual return, and reinvestment of all distributions:
<TABLE>
<CAPTION>
One Year Three Years Five Years
-------- ----------- ----------
<S> <C> <C> <C>
Nuveen Index Portfolios......................... $ $ $
</TABLE>
The examples reflect both the estimated operating expenses and maximum sales
charge on an increasing investment (had the net annual return been reinvested
in a Portfolio). The examples should not be considered representations of fu-
ture expenses or annual rates of return; the actual expenses and annual rates
of return may be more or less than those used in the examples.
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2
<PAGE>
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Notes to Essential Information and Expense Information:
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of a Portfolio may be adjusted so that the Public Offering Price per
Unit will equal approximately $10.00. Thereupon, to the extent of any such
adjustment, the fractional undivided interest per Unit will increase or de-
crease accordingly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or The NASDAQ Stock
Market, Inc. is valued at the closing sale price, or if no such price ex-
ists or if the Security is not so listed, at the closing ask price thereof.
The Public Offering Price as shown reflects the value of the Securities at
the opening of business on the Initial Date of Deposit. Additional Securi-
ties may be deposited during the day of the Initial Date of Deposit.
(3) For Units purchased prior to , 1999, the maximum sale charge con-
sists entirely of a deferred sales charge of $0.395 per Unit. For Units
purchased after , the maximum sales charge consists of an initial
sales charge and a deferred sales charge. The initial sales charge repre-
sents an amount equal to the difference between the Maximum Sales Charge
for a Portfolio of $0.395 and the maximum remaining deferred sales charge.
The deferred sales charge of $ per Unit per month, will be payable on
the last business day of each month, over the period commencing ,
1999 through , 2000. Despite the foregoing, in no event will the
maximum sales charge for any investor exceed 4.9% of the Public Offering
Price of the Units. Deferred sales charge payments will be paid from funds
in the Capital Account, if sufficient, or from the periodic sale of Securi-
ties. Any applicable uncollected deferred sales charge amounts remaining
when a Unitholder sells or redeems their Units will be deducted from the
sales or redemption proceeds. See "Investing in the Portfolios-Sales
Charges," below and "Public Offering Price" in Part B of this Prospectus
for additional information. On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. See "Public Offering Price" in Part B of this Prospectus.
(4) Unitholders will bear all or a portion of the costs incurred in organizing
a Portfolio (including costs of preparing the registration statement, the
trust indenture and other closing documents, registering Units with the Se-
curities and Exchange Commission and states, the initial audit of the port-
folio, the initial evaluation, legal fees, the initial fees and expenses of
the Trustee, and any non-material out-of-pocket expenses but not the ex-
penses incurred in the printing of preliminary and final prospectuses, nor
the expenses incurred in the preparation and printing of brochures and
other advertising materials or any other selling expenses), as is common
for mutual funds. The maximum per Unit organizational and offering costs
are included in the Public Offering Price per Unit. Actual organizational
and offering costs will not exceed the maximum per Unit amount provided
herein and will be deducted from the assets of the Portfolio at the end of
the initial offering period (approximately months). See "Public Offer-
ing Price" in Part B of this Prospectus and "Statement of Condition."
(5) The Maximum Sales Charge for a portfolio is $0.395 which represents a sales
charge of 3.95% ( % of the net amount invested) on the Initial Date of
Deposit when the Public Offering Price equals $10.00 per Unit. If the Pub-
lic Offering Price exceeds $10.00 per Unit, the sales charge will be less
than 3.95%; and if the Public Offering Price is less than $10.00 per Unit,
the sales charge will be greater than 3.95%. Despite the foregoing, in no
event will the maximum sales charge for any investor exceed 4.9% of the
Public Offering Price of the Units.
(6) The Sponsor's Supervisory Fee compensates the Sponsor and/or its affiliates
for maintaining surveillance over the portfolio and for performing certain
administrative services for the Portfolios. In providing such supervisory
services, the Sponsor may purchase research from a variety of sources,
which may include dealers of the Portfolios. The Bookkeeping and Adminis-
trative Fee reimburses the Sponsor and/or its affiliates for its costs of
providing certain bookkeeping and administrative services for a Portfolio.
Such services include but are not limited to, the preparation of comprehen-
sive tax statements and providing account information to Unitholders.
(7) The Evaluator's Fee compensates the Trustee, The Chase Manhattan Bank (the
"Evaluator") for providing evaluation services for the Portfolios. See
"Trust Operating Expenses" in Part B of this Prospectus.
(8) The Miscellaneous Expenses and Licensing Fees include the estimated per
Unit costs associated with an annual fee paid by a Portfolio for the li-
cense to use certain service marks, trademarks and trade names.
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3
<PAGE>
Nuveen--S&P 500 Index
Portfolio, Series 1
The Nuveen--S&P 500 Index Portfolio consists of the Securities included in the
S&P 500 Index. The Securities held by the Portfolio will be periodically ad-
justed to reflect the current selections and weighting of the S&P 500 Index.
Investment Objective. The objective of the Trust is capital appreciation. The
Portfolio seeks to produce investment results that generally correspond to the
price and yield performance of the S&P 500 Index. Of course, there is no as-
surance that the Trust will achieve its objective.
The S&P 500 Index. The S&P 500 Index is composed of the common stocks of 500
U.S. companies, most of which are listed on the New York Stock Exchange. The
S&P 500 Index represents approximately % of the aggregate market value of
common stocks traded on the New York Stock Exchange. This well-known index,
originally consisting of 233 stocks in 1923, was expanded to 500 stocks in
1957 and was restructured in 1976 to a composite consisting of industrial,
utility, financial and transportation market sectors. It contains a variety of
companies with diverse capitalization, and it is market-value weighted to rep-
resent the overall market. The index represents over % of U.S. stock mar-
ket capitalization. The index is often used as a benchmark of general market
activity and is currently one of the U.S. Commerce Department's leading eco-
nomic indicators.
As of , , the S&P 500 Index was comprised of the following in-
dustry sectors: Industrials ( %), Utilities ( %), Financials ( %)
and Transportation ( %). In addition, as of that date, the companies in the
S&P 500 index were listed on the following stock exchanges in the amounts in-
dicated: New York Stock Exchange- companies ( %), Nasdaq Stock Market-
companies ( %) and American Stock Exchange- companies ( %).
At present, the mean market capitalization of the companies in the S&P 500 In-
dex is approximately $ billion and the total market value of the index is
$ trillion. See "The S&P 500 Index" in Part B of this Prospectus for ad-
ditional information regarding the index.
How the Portfolio Selects Investments. On the Initial Date of Deposit, the
Sponsor will deposit at least shares of each of the stocks included in
the S&P 500 Index. Thereafter, following an initial adjustment period that
will not exceed 30 days, the Sponsor intends to maintain the Portfolio's hold-
ings in a manner that will allow the Portfolio to duplicate, to the extent
practicable, the stocks that comprise the index and their weightings. Follow-
ing the initial adjustment period, the Portfolio is expected to be invested in
no less than 95% of the stocks comprising the index. Although it may be im-
practicable for the Portfolio to own certain of such stocks at any time, the
Sponsor expects to maintain a correlation between the performance of the Port-
folio and that of the index of between .97 and .99. Adjustments to the Portfo-
lio's holdings will be made on an ongoing basis as the Portfolio invests in
new Securities in connection with the creation of additional Units, as compa-
nies are dropped from or added to the index or as Securities are sold to meet
redemptions. Adjustments may also be made from time to time to maintain an ap-
propriate correlation between the Portfolio and the index.
Investor Suitability. The Trust is a suitable investment for investors:
. seeking a unit trust consisting of the common stocks included in the S&P 500
Index.
The Trust is not a suitable investment if:
. you are unwilling to assume the risks inherent in investing in a portfolio
that employs an indexing strategy that attempts to track the performance of
the S&P 500 Index.
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4
<PAGE>
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Nuveen Unit Trusts, Series 33
Nuveen--S&P 500 Index Portfolio, Series 1
Schedule of Investments at the Initial Date of Deposit, , 1999
<TABLE>
<CAPTION>
Percentage of
Aggregate Market Cost of Current
Number of Ticker Offering Value per Securities to Dividend
shares Name of Issuer of Securities Symbol Price Share Trust Yield
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
%
% $ $ %
----- ------ --------
100.00% $
===== ====== ========
</TABLE>
- ---------
See "Notes to Portfolios."
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5
<PAGE>
Nuveen-- Nasdaq 100 Index Portfolio, Series 1
The Nuveen--Nasdaq 100 Index Portfolio consists of the Securities included in
the Nasdaq 100 Index. The Securities held by the Portfolio will be periodi-
cally adjusted to reflect the current selections and weightings of the Nasdaq
100 Index.
Investment Objective. The objective of the Portfolio is capital appreciation.
The Portfolio seeks to produce investment results that generally correspond to
the price and yield performance of the Nasdaq 100 Index. Of course, there is
no assurance that the Trust will achieve its objective.
The Nasdaq 100 Index. The Nasdaq 100 Index is composed of 100 of the largest
non-financial domestic and international issues listed on the Nasdaq Stock
Market ("Nasdaq"). The Nasdaq lists nearly 5,400 companies and trades more
shares per day than any other major U.S. market. The Nasdaq is the fastest
growing market in the U.S. and was one of the first fully electronic stock
markets in the world.
Companies are selected for the index based upon criteria that assesses trading
volume, company visibility, continuity of the components in the index, and in-
dustries represented on the Nasdaq. All securities in the index are among the
top 150 eligible securities based on closing prices as of October 30, 1998 and
the available total shares outstanding as of December 1, 1998. Nasdaq 100 is-
sues ranked 101 through 150 in market value will be replaced by larger eligi-
ble securities unless the security was in the top 100 eligible securities dur-
ing the previous year's ranking.
Eligibility criteria for the index includes a minimum average daily trading
volume of 100,000 shares. Generally, companies also must have seasoned on
Nasdaq or another major exchange, which means they have been listed for a min-
imum of two years. If the security is a foreign security, the company must
have a world wide market value of at least $10 billion, a U.S. market value of
at least $4 billion, and average trading volume of at least 200,000 shares per
day. In addition, foreign securities must be eligible for listed-options trad-
ing.
The Nasdaq 100 Index is calculated using a modified capitalization weighted
methodology. As of , 1998, the Nasdaq 100 Index was comprised of the
following industry sectors: Technology Services ( %), Computer Technology
( %), Telecommunications ( %), Electronic Technology ( %), Industrial
Services and Transportation ( %), Health Technology ( %) and Retail
( %). See "The Nasdaq 100 Index" in Part B of this Prospectus for addi-
tional information regarding the index.
How the Portfolio Selects Investments. On the Initial Date of Deposit, the
Sponsor will deposit at least shares of each of the stocks included in the
Nasdaq 100 Index. Thereafter, following an initial adjustment period, the
Sponsor intends to maintain the Portfolio's holdings in a manner that will al-
low the Portfolio to duplicate, to the extent practicable, the stocks that
comprise the index and their weightings. Following the initial adjustment pe-
riod, the Portfolio is expected to be invested in no less than 95% of the
stocks comprising the index. Although it may be impracticable for the Portfo-
lio to own certain of such stocks at any time, the Sponsor expects to maintain
a correlation between the performance of the Portfolio and that of the index
of between .97 and .99. Adjustments to the Portfolio's holdings will be made
on an ongoing basis as the Portfolio invests in new Securities in connection
with the creation of additional Units, as companies are dropped from or added
to the index or its Securities are sold to meet redemptions. Adjustments may
also be made from time to time to maintain an appropriate correlation between
the Portfolio and the index.
Investor Suitability. The Trust is a suitable investment for investors:
. seeking a unit trust consisting of the common stocks included in the Nasdaq
100 Index.
The Trust is not a suitable investment if:
. you are unwilling to assume the risks inherent in investing in a portfolio
that employs an indexing strategy that attempts to track the performance of
the Nasdaq 100 Index.
Concentration Risk. The Trust is considered to be concentrated in the Securi-
ties of technology companies. Such concentration may subject Unitholders to
greater market risk than other investment vehicles that have more diversified
portfolios.
In particular, companies involved in the technology industry must contend with
rapidly changing technology, worldwide competition, rapid
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6
<PAGE>
obsolescence of products and services, cyclical market patterns, evolving in-
dustry standards and frequent new product introductions. 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 an adverse ef-
fect on an issuer's operating results. In addition, operating results and cus-
tomer relationships could be adversely affected by an increase in price for,
or an interruption or reduction in supply of, any key components and the fail-
ure of the issuer to comply with rigorous industry standards. See "Risk Fac-
tors" for an additional discussion of potential risks.
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7
<PAGE>
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Nuveen Unit Trusts, Series 33
Nuveen--Nasdaq 100 Index Portfolio, Series 1
Schedule of Investments at the Initial Date of Deposit, , 1999
<TABLE>
<CAPTION>
Percentage of Market
Aggregate Value Cost of Current
Number of Ticker Offering per Securities to Dividend
shares Name of Issuer of Securities Symbol Price Share Trust Yield
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----- ------- --------
100.00% $
===== ======= ========
</TABLE>
- ---------
See "Notes to Portfolios."
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8
<PAGE>
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume
when you invest in a Portfolio. Because of these and other risks, a Portfolio
should only represent a portion of your overall portfolio and you should con-
sider an investment in a Portfolio to be a part of a longer term investment
strategy that will provide the best results when followed over a number of
years. There is no guarantee that a Portfolio will achieve its investment ob-
jective.
Market risk: the risk that the market value of a stock or a Portfolio may
change rapidly and unpredictably, causing the stock or a Portfolio to be worth
less than its original price. Volatility in the market price of the Securities
in a Portfolio changes the value of the Units of a Portfolio. Market value may
be affected by a variety of factors, including, among others, general stock
market movements, changes in the financial condition of or perceptions about
the issuers, changes in the industries represented in a Portfolio, changes in
interest rates or inflation, governmental policies and regulation or the im-
pact of purchases and sales of securities for a Portfolio. The equity markets
tend to have periods of generally rising prices and periods of generally fall-
ing prices and have recently experienced significant volatility. Because the
Portfolios are not actively managed, Securities in each Portfolio will gener-
ally not be sold in response to market fluctuations, other than in response to
changes in the respective index, although Securities may be sold in certain
limited circumstances. Accordingly, an investor in a Portfolio may be exposed
to more market risk than an investor in certain actively managed investment
vehicles. In addition, the concentration of a Portfolio in particular industry
sectors may subject Unitholders to greater market risk than other investment
vehicles that have more diversified portfolios.
Inflation risk: the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As in-
flation increases, the value of a Portfolio's assets can decline as can the
value of a Portfolio's distributions.
Note that the Nasdaq 100 Index Portfolio may be considered to be concentrated
in the Securities of the technology industry and accordingly would be exposed
to additional risks. (see "Concentration Risk" for the Nasdaq 100 Index Port-
folio above.) See also "Composition of Trusts" in Part B and "Risk Factors" in
the Information Supplement to this Prospectus for an additional discussion
concerning the Securities and potential risks.
Distributions
Income and Capital Distributions
Cash dividends received by a Portfolio will be paid each June 30 and December
31 ("Income Distribution Dates"), beginning June 30, 1999, to Unitholders of
record each June 15 and December 15 ("Income Record Dates"), respectively.
Distributions of funds in the Capital Account, if any, will be made annually
and as part of the final liquidation distribution, if applicable, and in cer-
tain circumstances, earlier. Any distribution of income and/or capital will be
net of expenses of a Portfolio. Additionally, upon termination of a Portfolio,
the Trustee will distribute, upon surrender of Units, to each remaining
Unitholder his pro rata share of a Portfolio's assets, less expenses, in the
manner set forth under "Distributions To Unitholders" in Part B of this Pro-
spectus.
Investing in the Portfolios
Sales Charges
For Units purchased prior to , 1999, the maximum sales charge consists
entirely of a deferred sales charge of $0.395 per Unit. For Units purchased
after , the maximum sales charge of $0.395 consists of an initial sales
charge equal to the difference between the maximum sales charge of $0.395 and
the maximum remaining deferred sales charge, and any remaining deferred sales
charge. Unitholders will be assessed the deferred sales charge, in install-
ments of $ per Unit payable on the last business day of each month, over
the period commencing , 1999 through . Despite the
foregoing, in no event will be the maximum sales charge for any investor ex-
ceed 4.9% of the Public Offering Price of the Units.
Unitholders that purchase more than 5,000 Units are entitled to reduced sales
charges. In addi-
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9
<PAGE>
tion, certain classes of investors are entitled to purchase Units at reduced
sales charges. See "Public Offering Price" in Part B of this Prospectus. Sales
charges for larger single transactions (including deferred sales charges) are
as follows:
- -------------------------------------------------------------------------------
Sales Charges
<TABLE>
<CAPTION>
Percent of Percent***
Sales Public of Net
Charge+ Offering Amount
Number of Units* (Per Unit) Price** Invested
- ---------------- ---------- ---------- ----------
<S> <C> <C> <C>
Less than 5,000................................ $0.395 3.95% %
5,000 to 9,999................................. $0.375 3.75% %
10,000 to 24,999............................... $0.345 3.45% %
25,000 to 49,999............................... $0.295 2.95% %
50,000 to 99,999 .............................. $0.245 2.45% %
100,000 or more................................ $0.150 1.50% %
Rollover (per Unit)............................ -- -- %
Wrap Accounts.................................. -- -- %
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser.
**Based upon a $10.00 Public Offering Price. These percentages will fluctuate
based upon the Public Offering Price of the Units at the time of purchase and
the date of purchase. In no event will the maximum sales charge exceed 4.9% of
the Public Offering Price of the Units (equivalent to % of the net amount
invested).
***Percent of Net Amount Invested is based on the price as of the Initial Date
of Deposit. To the extent Units are priced differently, the Percent of Net
Amount Invested will be
affected.
+All Units of the Portfolios will be subject to the applicable deferred sales
charge per Unit regardless of sales charge discounts. Investors who, as a re-
sult of sales charge discounts, are eligible to purchase Units subject to a
maximum total sales charge less than the applicable maximum deferred sales
charge will be credited the difference between these amounts at the time of
purchase. The Public Offering Price per Unit is rounded to the nearest cent
and accordingly the actual sales charge paid by an investor may be slightly
greater or less than the amounts reflected.
For secondary market sales, the Public Offering Price is based on the aggre-
gate underlying value of the Securities in a Portfolio (generally determined
by the closing sale prices of listed Securities), plus or minus cash, if any,
in the Income and Capital Accounts of a Portfolio, plus a one-time initial
sales charge of % of the Public Offering Price (equivalent to % of the
net amount invested), divided by the number of outstanding Units of a Portfo-
lio.
Dealer Concessions
The Sponsor plans to allow a concession of $0.30 for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction. However, in no event will the concession exceed % of the Public
Offering Price. In addition, the Sponsor plans to allow dealer firms, in con-
nection with Units sold in transactions to investors that receive reduced
sales charges based on the number of Units sold or in connection with Units
sold to Rollover Unitholders or Wrap Accounts, the following concessions:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
$ Concession
Number of Units* per Unit
- ---------------- ------------
<S> <C>
Less than 5,000.................................................... $ 0.30
5,000 to 9,999..................................................... $ 0.28
10,000 to 24,999................................................... $ 0.25
25,000 to 49,999................................................... $ 0.20
50,000 to 99,999................................................... $ 0.15
100,000 or more.................................................... $0.075
Rollover (per Unit)................................................ --
Wrap Accounts...................................................... 0.00
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
discount per Unit.
For secondary market sales the Sponsor plans to allow a concession of % of
the Public Offering Price to dealer firms.
General Information
Optional Features
Redemptions
Units may be redeemed on any business day at their current market value. Units
tendered for redemption prior to such time as the entire deferred sales charge
on such Units has been collected will be assessed the remaining deferred sales
charge at the time of redemption. During the initial offering period, the Re-
demption Price per Unit includes estimated organizational and offering costs
per Unit. After the initial offering period, the Redemption Price will not in-
clude such estimated organizational and offering costs. See "Redemption" in
Part B of this Prospectus.
Letter of Intent (LOI)
Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
The minimum LOI investment is $50,000. See "Public Offering Price" in Part B
of this Prospectus.
Reinvestment
Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or
---
10
<PAGE>
money market funds. Also, income and certain capital distributions from the
Portfolios can be reinvested at a reduced sales charge into additional Units
of the Portfolios. See "Distributions to Unitholders" and "Accumulation Plan"
in Part B of this Prospectus. In addition, Portfolio purchases may be applied
toward breakpoint pricing discounts for Nuveen Mutual Funds. For more informa-
tion about Nuveen investment products, obtain a prospectus from your financial
adviser.
Secondary Market for Units
Although not obligated to do so, the Sponsor may maintain a market for Units
and offer to repurchase the Units at prices based on the aggregate value of
the Securities, plus or minus cash, if any, in the Capital and Income Accounts
of a Portfolio. During the initial offering period, the price at which the
Sponsor expects to repurchase Units (the "Sponsor's Repurchase Price") in-
cludes estimated organizational and offering costs per Unit. After the initial
offering period, the Sponsor's Repurchase Price will not include such esti-
mated organizational and offering costs. If a secondary market is not main-
tained, a Unitholder may still redeem his Units through the Trustee. See "Re-
demption" in Part B of this Prospectus. Any applicable deferred sales charge
remaining on Units at the time of their sale or redemption will be collected
at that time.
Termination
Commencing on the Mandatory Termination Date, the Securities will begin to be
sold as prescribed by the Sponsor. The Trustee will provide written notice of
the termination to Unitholders which will specify when certificates may be
surrendered. Unitholders not electing a distribution of shares will receive a
cash distribution within a reasonable time after a Trust's termination. See
"Distributions to Unitholders" and "Other Information--Termination of Inden-
ture" in Part B of this Prospectus.
The Sponsor
Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. Nuveen, a leader in tax-ef-
ficient investing, believes that a carefully selected portfolio can play an
important role in building and sustaining the wealth of a lifetime. More than
1.3 million investors have trusted Nuveen to help them maintain the lifestyle
they currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of a Portfolio. We invite you to discuss the contents with your
financial adviser, or you may call us at
800-257-8787 for additional information.
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11
<PAGE>
- -------------------------------------------------------------------------------
Notes to Portfolios
(1) All Securities are represented by regular way contracts to purchase such
Securities for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. The contracts to purchase the Securi-
ties were entered into by the Sponsor on , 1999.
(2) The cost of the Securities to a Trust represents the aggregate underlying
value with respect to the Securities acquired (generally determined by the
last sale prices of the listed Securities on the business day preceding
the Initial Date of Deposit). The valuation of the Securities has been de-
termined by the Trustee. For each Trust, the aggregate underlying value of
the Securities on the Initial Date of Deposit, the Cost of the Securities
to the Sponsor, and the Sponsor's gain or (loss) relating to the Securi-
ties sold to each Trust are as follows:
<TABLE>
<CAPTION>
Value of Cost to Gain
Securities Sponsor (loss)
---------- -------- --------
<S> <C> <C> <C>
S&P 500 Index Portfolio $ $ $
Nasdaq 100 Index Portfolio $ $ $
</TABLE>
(3) Current Dividend Yield for each Security was calculated by annualizing the
most recent ordinary dividend paid on that Security and dividing the re-
sult by that Security's closing sale price on the business day prior to
the Initial Date of Deposit.
---
12
<PAGE>
- -------------------------------------------------------------------------------
Nuveen Unit Trusts, Series 33
Statements of Condition at the Initial Date of Deposit, , 1999
<TABLE>
<CAPTION>
S&P 500 Nasdaq 100
Index Index
Portfolio Portfolio
----------- -----------
<S> <C> <C>
Trust Property
Investment in Equity Securities represented by pur-
chase contracts(1)(2)................................ $ $
=========== ===========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)............................ $ $
Estimated organizational and offering costs(4)...... $ $
----------- -----------
Total............................................ $ $
=========== ===========
Interest of Unitholders:
Units of fractional undivided interest outstanding..
Cost to investors(5)................................ $ $
Less: Gross underwriting commission(6)............. $ $
Less: Estimated organizational and offering
costs(4).......................................... $ $
----------- -----------
Net amount applicable to investors.................. $ $
----------- -----------
Total............................................ $ $
=========== ===========
</TABLE>
- ---------
(1) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the Securities pursuant to contracts for the purchase of such Se-
curities.
(3) Represents the amount of mandatory distributions from a Trust ($0.35 per
Unit), payable to the Sponsor in five equal monthly installments of $0.07
per Unit beginning on , , and on the last business day of
each month thereafter through , .
(4) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in establish-
ing a Trust. These costs have been estimated at, and will not exceed,
$ and $ per Unit for the S&P 500 Index Portfolio and Nasdaq 100
Index Portfolio, respectively. A distribution will be made at the end of
the initial offering period to an account maintained by the Trustee from
which the organizational and offering cost obligation of the investors to
the Sponsor will be satisfied. Securities may be sold to meet this obliga-
tion.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been calcu-
lated on the assumption that the Units sold are not subject to a reduction
of sales charges. In single transactions involving 5,000 Units or more,
the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B of
this Prospectus.)
---
13
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 33:
We have audited the accompanying statements of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 33 as of , 1999. These financial state-
ments are the responsibility of the 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 stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. Our proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statement of con-
dition, 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 statements of condition and the schedules of investments
at date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 33, as of ,
1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
, 1999.
---
14
<PAGE>
(This page has been left blank intentionally.)
---
15
<PAGE>
Defined Portfolios
Nuveen Index Portfolio Prospectus
Prospectus Part B dated , 1999
The Prospectus for a Nuveen Unit Trust is divided into two parts. Part A of
the Prospectus relates exclusively to a particular Trust and provides specific
information regarding the Trust's portfolio, strategies, investment objectives,
expenses, financial highlights, income and capital distributions, hypothetical
performance information, risk factors and optional features. Part B of the
Prospectus provides more general information regarding the Nuveen Unit Trusts.
You should read both Parts of the Prospectus and retain them for future
reference. Except as provided in Part A of the Prospectus, the information
contained in this Part B will apply to each Trust.
Additional information about the Trusts is provided in the Information
Supplement. You can receive an Information Supplement by calling The Chase
Manhattan Bank (the "Trustee") at (800) 257-8787.
Nuveen Defined Portfolios
Each Nuveen Unit Trust consists of a portfolio of Securities of companies
described in the applicable Part A of the Prospectus (see "Schedule of
Investments" in Part A of the Prospectus for a list of the Securities included
in a Trust).
Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units
whose value is less than $500 for Education IRA purchases), whichever is less.
Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee
at prices based upon the aggregate underlying value of the Securities
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). During the initial offering
period, the Redemption Price per Unit includes estimated organizational and
offering costs per Unit. After the initial offering period, the Redemption
Price will not include such estimated organizational and offering costs. See
"Trust Summary and Financial Highlights" in Part A of the Prospectus for the
organizational and offering costs and see "REDEMPTION" herein for a more
detailed discussion of redeeming your Units.
Dividend and Capital Distributions. Cash dividends received by a Trust will be
paid on those dates set forth under "Distributions" in Part A of the
Prospectus. Distributions of funds in the Capital Account, if any, will be made
as part of the final liquidation distribution, if applicable, and in certain
circumstances, earlier. See "DISTRIBUTIONS TO UNITHOLDERS."
Public Offering Price. Public Offering Price of a Trust during the Initial
Offering Period is based upon the aggregate underlying value of the Securities
in the Trust's portfolio (generally determined by the closing sale prices of
the listed Securities and the ask prices of over-the-counter traded Securities)
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a sales charge as set forth in Part A of the Prospectus, if applicable,
and is rounded to the nearest cent. The Public Offering Price during the
initial offering period also includes organizational and offering costs
incurred in establishing a Trust. These costs will be deducted from the assets
of the Trust as of the close of the initial offering period. See "Trust Summary
and Financial Highlights" in Part A of the Prospectus. For Units purchased in
the secondary market, the Public Offering Price is based upon the aggregate
underlying value of the Securities in the Trust (generally determined by the
closing sale prices of the listed Securities and the bid prices of over-the-
counter traded Securities) plus the sales charges as set forth in Part A of the
Prospectus. A pro rata share of accumulated dividends, if any, in the Income
Account from the preceding Record Date to, but not including, the settlement
date (normally three business days after purchase) is added to the Public
Offering Price. (See "PUBLIC OFFERING PRICE.")
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
NUVEEN UNIT TRUSTS......................................................... 3
COMPOSITION OF TRUSTS...................................................... 4
PUBLIC OFFERING PRICE...................................................... 12
MARKET FOR UNITS........................................................... 14
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 15
TAX STATUS................................................................. 15
RETIREMENT PLANS........................................................... 17
TRUST OPERATING EXPENSES................................................... 17
DISTRIBUTIONS TO UNITHOLDERS............................................... 19
ACCUMULATION PLAN.......................................................... 20
REPORTS TO UNITHOLDERS..................................................... 20
UNIT VALUE AND EVALUATION.................................................. 21
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 21
OWNERSHIP AND TRANSFER OF UNITS............................................ 23
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 23
REDEMPTION................................................................. 23
PURCHASE OF UNITS BY THE SPONSOR........................................... 15
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 15
INFORMATION ABOUT THE TRUSTEE.............................................. 26
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 26
SUCCESSOR TRUSTEES AND SPONSORS............................................ 26
INFORMATION ABOUT THE SPONSOR.............................................. 26
INFORMATION ABOUT THE EVALUATOR............................................ 27
OTHER INFORMATION.......................................................... 28
LEGAL OPINION.............................................................. 28
AUDITORS................................................................... 28
SUPPLEMENTAL INFORMATION................................................... 29
</TABLE>
2
<PAGE>
Nuveen Unit Trusts
The Nuveen-Nasdaq-100 Index Portfolio, Series 1 and Nuveen-S&P 500 Index
Portfolio, Series 1 (the "Trusts") are each separate unit investment trusts
included in Nuveen Unit Trusts, Series (the "Series"), an investment company
registered under the Investment Company Act of 1940. The underlying unit
investment trusts contained in this Series are combined under one Trust
Indenture and Agreement. Specific information regarding each Trust is set
forth below and in Part A of this Prospectus. This Series was created under
the laws of the State of New York pursuant to a Trust Indenture and Agreement
dated the Initial Date of Deposit (the "Indenture") between John Nuveen & Co.
Incorporated ("Nuveen" or the "Sponsor") and The Chase Manhattan Bank (the
"Trustee").
The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of common stocks of the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves) (the "Securities").
See "Schedule of Investments" in Part A of the Prospectus, for a description
of the Securities deposited in the applicable Trust. See also, "Trust
Strategies" and "Risk Factors" in Part A of the Prospectus.
The Trustee has delivered to the Sponsor registered Units which represent
ownership of the entire Trust, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest in
the Securities deposited in such Trust in the ratio set forth in "Essential
Information" in Part A of this Prospectus. Units may only be sold in states in
which they are registered. To the extent that any Units of any Trust are
redeemed by the Trustee, the aggregate value of the Trust's assets will
decrease by the amount paid to the redeeming Unitholder, but the fractional
undivided interest of each unredeemed Unit in such Trust will increase
proportionately. The Sponsor will initially, and from time to time thereafter,
hold Units in connection with their offering. Units will remain outstanding
until redeemed upon tender to the Trustee by Unitholders, which may include
the Sponsor, or until termination of the Indenture.
Each Trust initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in
accordance with the selection and weightings of stocks established by the
related stock index. The initial deposit of Securities (including contracts)
into each Trust will consist of at least shares of each of the stocks
which comprise the related stock index. Thereafter, the Sponsor intends to
create and maintain a Trust portfolio which duplicates, to the extent
practicable, the weightings of stocks which comprise the related stock index.
During the initial deposit period of each Trust, the Sponsor will continue to
deposit Securities (contracts for the purchase thereof), or cash with
instructions to purchase such Securities, until at the end of such period such
Trust contains substantially all of the stocks in the related stock index, in
substantially the same weightings as in such index (the "Initial Adjustment
Period"). The Sponsor estimates that the Initial Adjustment Period will last
no longer than 30 days following the Initial Date of Deposit and could last as
little as one day. For the criteria used by the Sponsor in selecting the
Securities, see "The Portfolios".
The Trusts employ an indexing strategy and attempts to track the performance
of a specific market index. There can be no assurance that a Trust's objective
will be met because it may be impracticable for the Trust to duplicate or
maintain precisely the relative weightings of the common stocks which comprise
the related stock index or to purchase all of such stocks. Additionally, an
investment in Units of the Trusts includes payment of sales charges, fees and
expenses which are not considered in the total return of the related stock
index.
Additional Units of each Trust may be issued at any time by depositing in
such Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash with instructions
to purchase additional Securities. As additional Units are issued by a Trust
as a result of the deposit of additional Securities, the aggregate value of
the Securities in such Trust will be increased and the fractional undivided
interest in such Trust represented by each Unit will be decreased. The Sponsor
may continue to make additional deposits of Securities into a Trust from time
to time following the Initial Date of Deposit, provided that such additional
deposits will be in amounts which will maintain, as closely as practicable,
the proportionate relationship among each Security in the related
3
<PAGE>
stock index. Thus, although additional Units will be issued, each Unit will
continue to represent approximately the same weighting of the then current
components of the related stock index. Precise duplication of the relationship
among the Securities in a Trust may not be achieved because it may be
economically impracticable as a result of certain economic factors or
procedural policies of a Trust. If the Sponsor deposits cash, existing and new
investors may experience a dilution of their investments and a reduction in
their anticipated income because of fluctuations in the prices of the
Securities between the time of the cash deposit and the purchase of the
Securities and because each Trust will pay the associated brokerage fees. To
minimize this effect, each Trust will attempt to purchase the Securities as
close to the Evaluation Time or as close to the evaluation prices as possible.
See "COMPOSITION OF TRUSTS" below.
The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
business on the Initial Date of Deposit. (See "Schedule of Investments" in Part
A of the Prospectus.) The Sponsor may also be considered to have realized a
profit or to have sustained a loss, as the case may be, in the amount of any
difference between the cost of the Securities to the Trust (which is based on
the Evaluator's determination of the aggregate value of the underlying
Securities of the Trust) on the subsequent date(s) of deposit and the cost of
such Securities to Nuveen, if applicable.
Composition of Trusts
Each Trust initially consists of delivery statements relating to contracts to
purchase Securities (or of such Securities) as are listed under "Schedule of
Investments" in Part A of this Prospectus and, thereafter, of such Securities
as may continue to be held from time to time (including certain securities
deposited in the Trust to create additional Units or in substitution for
Securities not delivered to a Trust.) To assist the Sponsor in selecting
Securities for the Trusts, the Sponsor may use its own resources to pay outside
research service providers.
The Nasdaq 100 Index Portfolio contains common stocks issued by substantially
all of the companies which comprise the Nasdaq 100 Index. The S&P 500 Index
Portfolio contains common stocks issued by substantially all of the companies
which comprise the S&P 500 Index. As used herein, the term "Securities" means
the common stocks (including contracts for the purchase thereof) initially
deposited in each Trust and described in the related portfolio and any
additional common stocks acquired and held by each Trust pursuant to the
provisions of the Indenture.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in the Trusts.
This initial deposit into each Trust consisted of at least shares of each of
the stocks which comprise the related stock index. During the Initial
Adjustment Period, the Sponsor intends to create and maintain a Trust portfolio
which duplicates, to the extent practicable, the weightings of stocks which
comprise the related stock index. The Sponsor anticipates that within the
Initial Adjustment Period, each Trust will comprise the stocks in the related
stock index in substantially the same weightings as in such index. In
connection with any deposit of Securities, purchase and sale transactions will
be effected in accordance with computer program output showing which Securities
are under- or over-represented in each Trust portfolio. Neither the Sponsor nor
the Trustee will exercise any investment discretion in connection with such
transactions. Precise duplication of the relationship among the Securities in
the related stock index may not be achieved because it may be economically
impracticable or impossible to acquire very small numbers of shares of certain
stocks and because of other procedural policies of the Trusts, but correlation
between the performance of the related stock index and each Trust portfolio is
expected to be between .97 and .99.
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the related stock index, each Trust seeks to
produce investment results that generally correspond to the price and yield
performance of the equity securities represented by such index over the terms
of such Trust. Due to various factors discussed below, there can be no
assurance that this objective will be met. An investment in Units of a Trust
should be made with an understanding that each Trust includes payments of sales
charges, fees and expenses which may not be considered in public statements of
the total return of the related stock index.
4
<PAGE>
Subsequent to the Initial Date of Deposit, the Sponsor may deposit
additional Securities in a Trust, contracts to purchase additional Securities
along with cash (or a bank letter of credit in lieu of cash) to pay for such
contracted Securities or cash (including a letter of credit) with instructions
to purchase additional Securities, maintaining, as closely as practicable the
same proportionate relationship among the Securities in the portfolio as
reflected in the related stock index. Thus, although additional Units will be
issued, each Unit of a Trust will continue to represent approximately a
weighting of the then current components of the related stock index at any
such deposit. Precise duplication of the relationship among the Securities in
a Trust may not be achieved because if may be economically impracticable as a
result of certain economic factors and procedural policies of a Trust such as
(1) price movements of the various Securities will not duplicate one another,
(2) the Sponsor's current intention is to purchase shares of the Securities in
round lot quantities only, (3) reinvestment of excess proceeds not needed to
meet redemptions of Units may not be sufficient to acquire equal round lots of
all of the Securities in a Trust and (4) reinvestment of proceeds received
from Securities which are no longer components of the related stock index
might not result in the purchase of an equal number of shares in any
replacement Security. If the Sponsor deposits cash, existing and new investors
may experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because each Trust will pay the associated brokerage fees. To minimize this
effect, each Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.
Each Trust consists of (a) the Securities listed under the related portfolio
as may continue to be held from time to time in such Trust (b) any additional
Securities acquired and held by such Trust pursuant to the provisions of the
Indenture and (c) any cash held in the Income and Capital Accounts of such
Trust. Neither the Sponsor nor the Trustee shall be liable in any way for any
failure in any of the Securities. However, should any contract for the
purchase of any of the Securities initial deposited hereunder fail, the
Sponsor will, unless substantially all of the moneys held in a Trust to cover
such purchase are reinvested in substitute Securities in accordance with the
Indenture, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.
On the Initial date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in each Trust.
For the Securities so deposited, the Trustee delivered to the Sponsor
documentation evidencing the ownership of that number of Units of each Trust
set forth under "Essential Information."
Litigation. Except as provided in Part A of the Prospectus, to the best
knowledge of the Sponsor, there is no litigation pending as of the Initial
Date of Deposit in respect of any Securities which might reasonably be
expected to have a material adverse effect on any of the Trusts. It is
possible that after the Initial Date of Deposit, litigation may be initiated
with respect to Securities in any Trust. The Sponsor is unable to predict
whether any such litigation may be instituted, or if instituted, whether such
litigation might have a material adverse effect on the Trusts.
Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.
The value of the Securities will fluctuate over the life of a Trust and may
be more or less than the value at the time they were deposited in such Trust.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting these
Securities, including the impact of the Sponsor's purchase and sale of
Securities (especially during the primary offering period of Units of a Trust)
and other factors.
Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of a Trust will be adversely
5
<PAGE>
affected if trading markets for the Securities are limited or absent. There
can be no assurance that a Trust will achieve its investment objectives.
Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world a Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other
service providers to such Trust do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Sponsor 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 a Trust's other service
providers. At this time, however, there can be no assurance that these steps
will be sufficient to avoid any adverse impact to a Trust.
The Year 2000 Problem is expected to impact corporations and other parties,
which may include issuers of the Securities contained in a Trust, 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 have on
issuers of the Securities contained in a Trust.
Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to
the environment or with respect to the petroleum or tobacco industry, may have
a negative impact on certain companies represented in a Trust. There can be no
assurance that future legislation, regulation or deregulation will not have a
material adverse effect on a Trust or will not impair the ability of the
issuers of the Securities to achieve their business goals.
The Portfolios
Each Trust portfolio will consist of as many of the Nasdaq 100 or S&P 500
Index stocks as is feasible in order to achieve the respective Trust's goal of
attempting to provide investment results that duplicate substantially the
total return of the Nasdaq 100 or S&P 500 Index. Following the Initial
Adjustment Period, each Trust is expected to be invested in no less than 95%
of the stocks comprising the related index. Although it may be impracticable
for a Trust to own certain of such stocks at any time, the Sponsor expects to
maintain a correlation between the performance of each Trust portfolio and
that of the related index of between .97 and .99. Adjustments to a Trust
portfolio will be made on an ongoing basis in accordance with the computer
program output to match the weightings of the Securities as closely as is
feasible with their weightings in the related index as such Trust invests in
new Securities in connection with the creation of additional Units, as
companies are dropped from or added to such index or as Securities are sold to
meet redemptions. These adjustments will be made on the business day following
the relevant transaction in accordance with computer program output showing
which of the Securities are under- or over-represented in a Trust portfolio.
Adjustments may also be made from time to time to maintain the appropriate
correlation between a Trust and the related index. The proceeds from any sale
will be invested in those Securities which the computer program indicates are
most under-represented in the related portfolio. See "Investment Supervision."
Due to changes in the composition of the Nasdaq 100 Index and the S&P 500
Index, adjustments to a Trust portfolio may be made from time to time. It is
anticipated that most of such changes in the Nasdaq 100 Index and the S&P 500
Index will occur as a result of merger or acquisition activity. In such cases,
a Trust, as a shareholder of an issuer which is the object of such merger or
acquisition activity, will presumably receive various offers from potential
acquirers of the issuer. The Trustee is not permitted to accept any such
offers until such time as the issuer has been removed from the related index.
Since, in most cases, an issuer is removed from an index only after the
consummation of a merger or acquisition, it is anticipated that the Trusts
will generally acquire, in exchange for the stock of the deleted issuer, the
consideration that is being offered to shareholders of that issuer who have
not tendered their shares prior to that time. Any cash received as
consideration in such transactions will be reinvested in the most under-
represented Securities as determined by the computer program output. Any
securities received as consideration which are not included in the related
index will be sold as soon as practicable and will also be reinvested in the
most under-represented Securities as determined by the computer program
output.
6
<PAGE>
In attempting to duplicate the proportionate relationships represented by
each index, the Sponsor does not anticipate purchasing or selling stock in
quantities of less than round lots (100 shares). In addition, certain Securi-
ties may not be available in the quantities specified by the computer program.
For these reasons, among others, precise duplication of the proportionate rela-
tionships in the related index may not be possible but will continue to be the
goal of each Trust in connection with acquisitions or dispositions of Securi-
ties. See "INVESTMENT SUPERVISION." As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in a Trust portfo-
lio and will vote such stocks in accordance with the instructions of the Spon-
sor.
Investors should note that the Trusts are not sponsored, endorsed or promoted
by or affiliated with either The Nasdaq Stock Market, Inc. or Standard & Poor's
and The Nasdaq Stock Market, Inc. and Standard & Poor's make no representation,
express or implied, to the Trusts or Unitholders regarding the advisability of
investing in an index investment or unit investment trusts generally or in the
Trusts specifically or the ability of the indexes to track general stock market
performance.
The NASDAQ 100 Index
The Nasdaq 100 Index represents the largest and most active non-financial do-
mestic and international issues listed on The Nasdaq Stock Market. Annual ad-
justments were first implemented in 1993 when Nasdaq 100 Index options began
trading on the Chicago Board Options Exchange under the symbol "NDX." In April
1996, Nasdaq 100 futures and options on futures began trading on the Chicago
Mercantile Exchange under the ticker "ND."
All securities in the index are among the top 150 eligible securities based
on closing prices as of October 30, 1998 and the available total shares out-
standing as of December 1, 1998. Nasdaq 100 issues ranked 101 through 150 in
market value will be replaced by larger eligible securities unless the security
was in the top 100 eligible securities during the previous year's ranking. Eli-
gibility criteria for the index includes a minimum average daily trading volume
of 100,000 shares. Generally, companies also must have seasoned on Nasdaq or
another major exchange, which means they have been listed for a minimum of two
years. If the security is a foreign security, the company must have a world
wide market value of a least $10 billion, a U.S. market value of at least $4
billion, and average trading volume of at least 200,000 shares per day. In ad-
dition, foreign securities must be eligible for listed-options trading.
The Nasdaq 100 Index is calculated based upon a modified capitalization
weighted methodology. To accomplish this, Nasdaq reviews the composition of the
Nasdaq 100 Index on a quarterly basis, and adjusts the weightings of index com-
ponents using a proprietary algorithm whenever: (1) Any individual component
securities represents more than 24 percent of the total market value of the In-
dex; and/or (2) The combined weight of all securities having individual
weightings of at least 4.5 percent exceeds 48 percent of the total market value
of the index. Once the index has been initially adjusted, it will be subse-
quently readjusted only if the index weights exceed the 24 percent and/or 48
percent thresholds.
The precise post-diversification weightings of component securities in the
index was determined based upon closing prices on December 10. The aggregate
weight of the five largest stocks in the index, will be scaled down to 40 per-
cent. Weightings of all index securities are reset by reducing or enlarging
such weights toward 1.0 percent, the average weight. The value of the adjusted
index will continue to be disseminated under the current symbol NDX.
The Nasdaq 100 Index, launched in January 1985, has risen more than 24 per-
cent from January 1, 1998, through November 30, 1998, although past performance
is not necessarily indicative of future performance. The Nasdaq-Amex Market
Group, which operates The Nasdaq Stock Market is a subsidiary of the National
Association of Securities Dealers, Inc. (NASD(R)), the largest securities-in-
dustry, self-regulatory organization in the United States.
The Nasdaq Stock Market lists nearly 5,400 companies and trades more shares
per day than any other major U.S. market. Since making its debut as the world's
first electronic stock market, Nasdaq has been at the forefront of innovation,
using technology to bring millions of investors together with the world's lead-
ing companies. It is among the world's best regulated stock markets, employing
the
7
<PAGE>
industry's most sophisticated surveillance systems and regulatory specialists
to protect investors and provide a fair and competitive trading environment.
The table below illustrates the characteristics of the average company
included in the Nasdaq-100 Index as of December 31, 1998. It is important to
note that, unless provided otherwise, the data included in the table
encompasses average data, not the total data of all companies in the Nasdaq-100
Index and is not intended to describe or predict the financial data, returns or
characteristics of any company included or to be included in the Nasdaq-100
Index.
<TABLE>
<CAPTION>
Financial Characteristics (millions)
- ------------------------------------
<S> <C>
Total Assets.................. $
Shareholders' Equity.......... $
Total Revenues................ $
Net Income.................... $
Shares Outstanding............
Market Value of Shares
Outstanding.................. $
P/E Ratio for Total Indexa,b..
</TABLE>
<TABLE>
<CAPTION>
Trading Characteristics (averages)
- ----------------------------------
<S> <C>
Share Price................. $
Number of Market Makers.....
</TABLE>
- ----------
a Total market value divided by total earnings
b These figures represent total data for all index companies.
The following table depicts the Year-End Index Value for the Nasdaq 100 Index
from inception (February 1, 1985) through December 31, 1998. The formula used
in calculating the Nasdaq 100 Index Level is described below. The table uses
data that is adjusted to reflect that the Nasdaq 100 Index level was halved on
January 3, 1994, and does not reflect reinvestment of dividends. Investors
should note that the figures below represent past performance of the Nasdaq 100
Index and not the future performance of the Nasdaq 100 Index or the Nasdaq 100
Index Portfolio (which includes certain fees and expenses). Past performance
is, of course, no guarantee of future results.
<TABLE>
<CAPTION>
Year- Annual
End Return
Index (excluding
Year Value dividends)
- ---- ------ ----------
<S> <C> <C>
February 1, 1985.............................................. 125.00 --
1985.......................................................... 132.30 5.84%
1986.......................................................... 141.41 6.89%
1987.......................................................... 156.25 10.50%
1988.......................................................... 177.41 13.54%
1989.......................................................... 223.84 26.17%
1990.......................................................... 200.53 (10.41)%
1991.......................................................... 330.86 64.99%
1992.......................................................... 360.19 8.86%
1993.......................................................... 398.28 10.58%
1994.......................................................... 404.27 1.50%
1995.......................................................... 576.23 42.54%
1996.......................................................... 821.36 42.54%
1997.......................................................... 990.80 20.63%
1998.......................................................... %
Total Return Since Inception.................................. %
</TABLE>
Because the Nasdaq 100 Index Portfolio is sold to the public at net asset
value plus the applicable sales charge, and the expenses of the Trust are
deducted before making distributions to Unitholders, investment in the Trust
would have resulted in investment performance to Unitholders somewhat reduced
from that reflected in the above table.
8
<PAGE>
NASDAQ 100(R) Index Licensing Agreement
The Sponsor has entered into a license agreement with The Nasdaq Stock
Market, Inc. (the "License Agreement"), under which the Nasdaq 100 Index
Portfolio (through the Sponsor) is granted licenses to use the trademark and
tradenames "Nasdaq," "Nasdaq 100," and "Nasdaq 100 Index" solely in materials
relating to the creation and issuance, marketing and promotion of the Trust and
in accordance with any applicable federal and state securities law to indicate
the source of the Nasdaq 100 Index as a basis for determining the composition
of the Trust's portfolio. As consideration for the grant of the license, the
Trust will pay to The Nasdaq Stock Market, Inc. an annual fee equal to that
amount described under "Trust Summary and Financial Highlights" in Part A of
this Prospectus. If the Nasdaq 100 Index ceases to be compiled or made
available or the anticipated correlation between the Trust and the Nasdaq 100
Index is not maintained, the Sponsor may direct that the Trust continue to be
operated using the Nasdaq 100 Index as it existed on the last date on which it
was available or may direct that the Indenture be terminated.
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the Nasdaq 100 Index, except as specifically described
herein or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by The Nasdaq Stock
Market, Inc. (including its affiliates) (the "Corporations"). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy
of descriptions and disclosures relating to, the Trust or Units of the Trust.
The Corporations make no representation or warranty, express or implied to the
owners of Units of the Trust or any member of the public regarding the
advisability of investing in securities generally or in Units of the Trust
particularly or the ability of the Nasdaq 100 Index to track general stock
market performance. The Corporations' only relationship to the Sponsor
("Licensee") and the Trust is in the licensing of certain trademarks, service
marks, and trade names of the Corporations and the use of the Nasdaq 100 Index
which is determined, composed and calculated by Nasdaq without regard to the
Licensee, the Trust or Unitholders of the Trust. Nasdaq has no obligation to
take the needs of the Licensee or the owners of the Trust into consideration in
determining, composing or calculating the Nasdaq 100 Index. The Corporations
are not responsible for and have not participated in the determination of the
timing of, prices at, or quantities of the Units of the Trust to be issued or
in the determination or calculation of the equation by which the Units of the
Trust are to be converted into cash. The Corporations have no liability in
connection with the administration or operations of the Trust, marketing or
trading of Units of the Trust.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ 100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF UNITS OF THE NASDAQ 100 TRUST, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE NASDAQ 100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE NASDAQ 100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR
ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The S&P 500 Index
The S&P 500 Index is composed of 500 selected common stocks, most of which
are listed on the New York Stock Exchange. This well-known index, originally
consisting of 233 stocks in 1923, was expanded to 500 stocks in 1957 and was
restructured in 1976 to a composite consisting of industrial, utility,
financial and transportation market sectors. It contains a variety of companies
with diverse capitalization, market-value weighted to represent the overall
market. The index represents over % of U.S. stock market capitalization. The
index is often used as a benchmark of general market activity and is currently
one of the U.S. Commerce Department's leading economic indicators. As of
9
<PAGE>
, the S&P 500 Index was comprised of the following industry sectors:
Industrials ( %), Utilities ( %), Financials ( %) and Transportation
( %). As of , the companies in the S&P 500 index were listed
on the following stock exchanges in the amounts indicated: New York Stock Ex-
change- companies ( %), Nasdaq Stock Market- companies ( %) and American
Stock Exchange- companies ( %). Additionally, the S&P 500 Index represents
approximately % of the aggregate market value of common stocks traded on the
New York Stock Exchange. At present, the mean market capitalization of the com-
panies in the S&P 500 Index is approximately $ billion. As of
, the S&P 500 Index had a total market value of $ trillion.
The following table depicts the Year-End Index Value for the S&P 500 Index
for the period shown. Investors should note that the table represents past
performance of the S&P 500 Index and not the past or future performance of the
S&P 500 Trust (which includes certain fees and expenses). Past performance is,
of course, no guarantee of future results. Stock prices fluctuated widely
during the period and were higher at the end than at the beginning. The results
shown should not be considered as a representation of the income yield or
capital gain or loss which may be generated by the S&P 500 Index in the future.
<TABLE>
<CAPTION>
Year-End
Index Value
Year-End Change in Average Dividends
Year-End Index Value Index Yield Reinvested
Year Index Value* 1960=100 For Year For Year* 1960=100**
- ---- ------------ ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
1960.................. 58.11 100.00 -- % 3.47% 100.00
1961.................. 71.55 123.13 23.13 2.98 126.79
1962.................. 63.10 108.59 -11.81 3.37 115.71
1963.................. 75.02 129.10 18.89 3.17 141.93
1964.................. 84.75 145.84 12.97 3.01 165.09
1965.................. 92.43 159.06 9.06 3.00 185.48
1966.................. 80.33 138.24 -13.09 3.40 165.11
1967.................. 96.47 166.01 20.09 3.20 204.54
1968.................. 103.86 178.73 7.66 3.07 227.00
1969.................. 92.06 158.42 -11.36 3.24 207.89
1970.................. 92.15 158.58 0.10 3.83 216.06
1971.................. 102.09 110.79 10.79 3.33 247.52
1972.................. 118.05 128.11 15.63 3.09 294.30
1973.................. 97.55 105.86 -17.37 2.86 250.83
1974.................. 68.56 74.40 -29.72 3.69 184.64
1975.................. 90.19 97.87 31.55 5.37 253.25
1976.................. 107.46 116.61 19.15 4.49 312.94
1977.................. 95.10 103.20 -11.50 4.35 289.72
1978.................. 96.11 104.30 1.06 5.33 308.20
1979.................. 107.94 117.14 12.31 5.88 364.29
1980.................. 135.76 147.33 25.77 5.74 481.86
1981.................. 122.55 132.99 -9.73% 4.88% 457.72
1982.................. 140.64 152.62 14.76 5.61 555.84
1983.................. 164.93 178.98 17.27 5.04 680.24
1984.................. 167.24 181.49 1.40 4.49 721.73
1985.................. 211.28 229.28 26.33 4.72 949.59
1986.................. 242.17 262.80 14.62 3.92 1,125.83
1987.................. 247.08 278.97 2.03 3.64 1,183.25
1988.................. 277.72 301.38 12.40 3.79 1,379.78
1989.................. 353.40 383.51 27.25 3.98 1,617.04
1990.................. 330.22 358.35 -6.56 3.42 1,760.71
1991.................. 417.09 452.62 26.31 3.70 2,297.20
1992.................. 435.71 749.79 4.46 2.97 2,472.25
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Year-End
Index Value
Year-End Change in Average Dividends
Year-End Index Value Index Yield Reinvested
Year Index Value* 1960=100 For Year For Year* 1960=100**
- ---- ------------ ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
1993.................. 466.45 802.70 7.06 2.78 2,721.45
1994.................. 459.27 790.53 -1.54 2.42 2,757.25
1995.................. 615.93 1,060.18 34.11 2.24 3,780.58
1996.................. 740.74 1,274.97 20.26 1.90 4,632.91
1997..................
1998..................
</TABLE>
- ----------
* Source: Standard & Poor's. The Year-End Index Value for 1959 was $59.89.
Yields are obtained by dividing the aggregate cash dividends by the
aggregate market value of the stocks in the index at the beginning of the
period, assuming no reinvestment of dividends.
** Assumes that cash distributions on the securities which comprise the S&P
500 Index are treated as reinvested in the S&P 500 Index as of the end of
each month following the payment of the dividend. Because the S&P 500 Index
Portfolio is sold to the public at net asset value plus the applicable
sales charge and the expenses of such Trust are deducted before making
distributions to Unitholders, investment in such Trust would have resulted
in investment performance to Unitholders somewhat reduced from that
reflected in the above table. In addition certain Unitholders may not elect
to purchase additional Units pursuant to the S&P 500 Index Portfolio's
reinvestment plan, and to that extent cash distributions representing
dividends on the index stocks may not be reinvested in other index stocks.
The weightings of stocks in the S&P 500 Index are primarily based on each
stock's relative total market value; that is, its market price per share times
the number of shares outstanding. The S&P 500 Index currently represents over
70% of the total market capitalization of stocks traded in the United States.
Stocks are generally selected for the portfolio in the order of their
weightings in the S&P 500 Index, beginning with the heaviest-weighted stocks.
It is anticipated that at the end of the Initial Adjustment Period, the
percentage of the S&P 500 Index Portfolio's assets invested in each stock will
be approximately the same as the percentage it represents in the S&P 500
Index.
The S&P 500 Index Portfolio has entered into a license agreement with
Standard & Poor's (the "License Agreement"), under which such Trust is granted
licenses to use the trademark and tradename "S&P 500" and other trademarks and
tradenames, to the extent the Sponsor deems appropriate and desirable under
federal and state securities laws to indicate the source of the index as a
basis for determining the composition of such Trust's portfolio. As
consideration for the grant of the license, the S&P 500 Index Portfolio will
pay to Standard & Poor's an annual fee equal to .05% of the average net asset
value of such Trust (or, if greater, $15,000). The License Agreement permits
the S&P 500 Index Portfolio to substitute another index for the S&P 500 Index
in the event that Standard & Poor's ceases to compile and publish that index.
In addition, if the index ceases to be compiled or made available or the
anticipated correlation between the S&P 500 Index Portfolio and the index is
not maintained, the Sponsor may direct that such Trust continue to be operated
using the S&P 500 Index as it existed on the last date on which it was
available or may direct that the Indenture be terminated.
Neither the S&P 500 Index Portfolio nor the Unitholders are entitled to any
rights whatsoever under the foregoing licensing arrangements or to use any of
the covered trademarks or to use the S&P 500 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The S&P 500 Index Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P"). S&P makes no representation or warranty, express or
implied, to the owners of such Trust or any member of the public regarding the
advisability of investing in securities generally or in such Trust
particularly or the ability of the S&P 500 Index to track general stock market
performance. S&P's only relationship to the Licensee is the licensing of
certain trademarks and trade names of S&P and of the S&P 500 Index which is
determined, composed and calculated by S&P without regard to the Licensee or
the S&P 500 Index Portfolio. S&P has no obligation to take the needs of the
Licensee or the owners of the S&P 500 Index Portfolio into consideration in
determining, composing or calculating the S&P 500 Index.
11
<PAGE>
S&P is not responsible for and has not participated in the determination of
the prices and amount of the S&P 500 Index Portfolio or the timing of the
issuance or sale of such Trust or in the determination or calculation of the
equation by which such Trust is to be converted into cash. S&P has no
obligation or liability in connection with the administration, marketing or
trading of the S&P 500 Index Portfolio.
S&P does not guarantee the accuracy and/or the completeness of the S&P 500
Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by the Sponsor, the S&P 500 Index
Portfolio, any person or any entity from the use of the S&P 500 Index or any
data included therin. S&P makes no express or implied warranties, and
expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use, with respect to the S&P 500 Index or any data
included therein. Without limiting any of the foregoing, in no event shall S&P
have any liability for any special, punitive, indirect, or consequential
damages (including lost profits), even if notified of the possibility of such
damages. "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's
500", and "500" are trademarks of The McGraw-Hill Companies, Inc. and have
been licensed for use for certain purposes by John Nuveen & Co. Incorporated.
The S&P 500 Index Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in such Index Portfolio.
Public Offering Price
The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in a Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust. If Units are purchased after the date specified in "Investing in
the Portfolios--Sales Charges" in Part A of the Prospectus, the Public
Offering Price includes an initial sales charge equal to the difference
between the maximum sales charge (as set forth in Part A of the Prospectus)
per Unit and the maximum remaining deferred sales charge (as set forth in Part
A of the Prospectus) and is rounded to the nearest cent. In addition, a
portion of the Public Offering Price during the initial offering period also
consists of Securities in an amount sufficient to pay for all or a portion of
the costs incurred in establishing a 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 each Trust portfolio, the initial evaluation, legal fees, the
initial fees and expenses of the Trustee and any non-material out-of-pocket
expenses. The organizational and offering costs will be deducted from the
assets of a Trust as of the close of the initial offering period. See "Trust
Summary and Financial Highlights" in Part A of the Prospectus. Commencing on
those dates set forth under "Investing in the Trust--Sales Charges" in Part A
of this Prospectus, a deferred sales charge in an amount described in Part A
of the Prospectus will be assessed per Unit per applicable month. The deferred
sales charges will be paid from funds in the Capital Account, if sufficient,
or from the periodic sale of Securities. A pro rata share of accumulated
dividends, if any, in the Income Account from the preceding Record Date to,
but not including, the settlement date (normally three business days after
purchase) is added to the Public Offering Price. The total maximum sales
charge assessed to Unitholders on a per Unit basis will be the amount set
forth in "Investing in the Portfolios--Sales Charges" in Part A of the
Prospectus. See "UNIT VALUE AND EVALUATION."
The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any Nuveen unit investment trust in
the primary or secondary offering period by executing and delivering a letter
of intent to the Sponsor, which letter of intent must be in a form acceptable
to the Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases (excluding purchases which are subject only to a deferred
sales charge) as expressed in the letter of intent. For purposes of letter of
intent calculations units of equity products are valued at $10 per unit. Due
to administrative limitations and in order to permit adequate tracking, the
only secondary market purchases that will be permitted to be applied toward
the intended specified amount and that will receive the corresponding reduced
sales charge are those Units that are acquired through or from the Sponsor. By
12
<PAGE>
establishing a letter of intent, a Unitholder agrees that the first purchase
of Units following the execution of such letter of intent will be at least 5%
of the total amount of the intended aggregate purchases expressed in such
Unitholder's letter of intent. Further, through the establishment of the
letter of intent, such Unitholder agrees that Units representing 5% of the
total amount of the intended purchases will be held in escrow by the Trustee
pending completion of these purchases. All distributions on Units held in
escrow will be credited to such Unitholder's account. If total purchases prior
to the expiration of the letter of intent period equal or exceed the amount
specified in a Unitholder's letter of intent, the Units held in escrow will be
transferred to such Unitholder's account. A Unitholder who purchases Units
during the letter of intent period in excess of the number of Units specified
in a Unitholder's letter of intent, the amount of which would cause the
Unitholder to be eligible to receive an additional sales charge reduction,
will be allowed such additional sales charge reduction on the purchase of
Units which caused the Unitholder to reach such new breakpoint level and on
all additional purchases of Units during the letter of intent period. If the
total purchases are less than the amount specified, the Unitholder involved
must pay the Sponsor an amount equal to the difference between the amounts
paid for these purchases and the amounts which would have been paid if the
higher sales charge had been applied; the Unitholder will, however, be
entitled to any reduced sales charge qualified for by reaching any lower
breakpoint level. If such Unitholder does not pay the additional amount within
20 days after written request by the Sponsor or the Unitholder's securities
representative, the Sponsor will instruct the Trustee to redeem an appropriate
number of the escrowed Units to meet the required payment. By establishing a
letter of intent, a Unitholder irrevocably appoints the Sponsor as attorney to
give instructions to redeem any or all of such Unitholder's escrowed Units,
with full power of substitution in the premises. A Unitholder or his
securities representative must notify the Sponsor whenever such Unitholder
makes a purchase of Units that he wishes to be counted towards the intended
amount.
For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the aggregate
value of each Security in the Trust (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities) a sales charge as set forth in Part A of this Prospectus. See
"UNIT VALUE AND EVALUATION."
Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than
20% of the total value of the Securities deposited in the Trust during the
primary offering period of the Trust.
At all times while Units are being offered for sale, the Trustee will
appraise or cause to be appraised daily the value of the underlying Securities
in each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time
on a day on which the New York Stock Exchange (the "Exchange") is scheduled in
advance to close at such earlier time and will adjust the Public Offering
Price of the Units commensurate with such appraisal ("Evaluation Time"). Such
Public Offering Price will be effective for all orders received by a dealer or
the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or on
a day when the Exchange is closed for a scheduled holiday or weekend, will be
held until the next determination of price.
The graduated sales charges set forth in the table provided in Part A of
this Prospectus will apply on all applicable purchases of Nuveen investment
company securities on any one day by the same purchaser in the amounts stated,
and for this purpose purchases of this Trust will be aggregated with
concurrent purchases of any other Nuveen unit investment trust or of shares of
any open-end management investment company of which the Sponsor is principal
underwriter and with respect to the purchase of which a sales charge is
imposed. Purchases by or for the account of individuals and their spouses,
parents, children, grandchildren, grandparents, parents-in-law, sons- and
daughters-in-law, siblings, a sibling's spouse and a spouse's siblings
("immediate family members") will be aggregated to determine the applicable
sales charge. The graduated sales charges are also applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.
Units may be purchased at the Public Offering Price without a sales charge
by officers or directors and by bona fide, full-time employees of Nuveen,
Nuveen Advisory Corp., Nuveen Institutional Advisory
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Corp. and The John Nuveen Company, including in each case these individuals
and their immediate family members (as defined above). No dealer concessions
will be paid for such purchases.
Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trust
with the sales charge applicable for "Rollovers" as provided in Part A of the
Prospectus. The dealer concession for such purchases will be that applicable
to "Rollovers".
Units may be purchased with the reduced sales charge provided for "Wrap
Accounts" under "Sales Charges" in Part A of the Prospectus by (1) investors
who purchase Units through registered investment advisers, certified financial
planners and registered broker-dealers who in each case either charge periodic
fees for financial planning, investment advisory or asset management services,
or provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an
officer, director or bona fide employee of any firm offering Units for sale to
investors or of vendors who provide services to the Sponsor or their immediate
family members (as defined above) and (4) officers and directors of bank
holding companies that make Units available directly or through subsidiaries
or bank affiliates (collectively, the "Discounted Purchases"). Notwithstanding
anything to the contrary in this Prospectus, investors who purchase Units as
described in this paragraph will not receive sales charge reductions for
quantity purchases.
During the initial offering period, unitholders of any Nuveen-sponsored unit
investment trust may utilize their redemption or termination proceeds to
purchase Units of a Trust with the sales charge applicable for "Rollovers" as
provided in Part A of the Prospectus.
Whether or not Units are being offered for sale, the Trustee will determine
or cause to be determined the aggregate value of each Trust as of 4:00 p.m.
eastern time: (i) on each June 30 or December 31 (or, if such date is not a
business day, the last business day prior thereto), (ii) on any day on which a
Unit is tendered for redemption (or the next succeeding business day if the
date of tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")
Market for Units
During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust (generally
determined by the closing sale prices of listed Securities and the ask prices
of over-the-counter traded Securities). Afterward, although it is not
obligated to do so, the Sponsor may maintain a secondary market for Units of
each Trust at its own expense and continuously offer to purchase Units of each
Trust at prices, subject to change at any time, which are based upon the
aggregate underlying value of the Securities in a Trust (generally determined
by the closing sale prices of listed Securities and the bid prices of over-
the-counter traded Securities). During the initial offering period, the price
at which the Sponsor expects to repurchase Units (the "Sponsor's Repurchase
Price") includes estimated organizational and offering costs per Unit. After
the initial offering period, the Sponsor's Repurchase Price will not include
such estimated organizational and offering costs. See "Trust Summary and
Financial Highlights" in Part A of the Prospectus. Unitholders who wish to
dispose of their Units should inquire of the Trustee or their broker as to the
current Redemption Price. 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. In
connection with its secondary market making activities, the Sponsor may from
time to time enter into secondary market joint account agreements with other
brokers and dealers. Pursuant to such an agreement, the Sponsor will generally
purchase Units from the broker or dealer at the Redemption Price (as defined
in "REDEMPTION") and will place the Units into a joint account managed by the
Sponsor; sales from the account will be made in accordance with the then
current prospectus and the Sponsor and the broker or dealer will share profits
and losses in the joint account in accordance with the terms of their joint
account agreement.
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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 which
Units are purchased and the price at which Units are resold or redeemed. The
secondary market Public Offering Price of Units may be greater or less than
the cost of such Units to the Sponsor.
Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (three business days after purchase) as the
Trustee can complete the mechanics of registration, normally within 48 hours
after registration instructions are received. Purchasers of Units to whom
Certificates are issued will be unable to exercise any right of redemption
until they have received their Certificates, properly endorsed for transfer.
(See "REDEMPTION.")
Evaluation of Securities at the Initial Date of Deposit
The prices at which the Securities deposited in the Trusts would have been
offered to the public on the business day prior to the Initial Date of Deposit
were determined by the Trustee.
The amount by which the Trustee's determination of the aggregate value of
the Securities deposited in the Trusts was greater or less than the cost of
such Securities to the Sponsor was profit or loss to the Sponsor. (See Part A
of this Prospectus.) The Sponsor also may realize further profit or sustain
further loss as a result of fluctuations in the Public Offering Price of the
Units. Cash, if any, made available to the Sponsor prior to the settlement
date for a purchase of Units, or prior to the acquisition of all Portfolio
securities by a Trust, may be available for use in the Sponsor's business, and
may be of benefit to the Sponsor.
Tax Status
Each Trust has elected and intends to qualify on a continuing basis for
special federal income tax treatment as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). If a Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to Federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent a Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies." Because the Trusts intend to timely distribute their taxable
income (including any net capital gain), it is anticipated that the Trusts
will not be subject to Federal income tax or the excise tax.
Distributions to Unitholders of a Trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to Unitholders, except that to the extent that distributions to a
Unitholder in any year exceed the Trust's current and accumulated earnings and
profits, they will be treated as a return of capital and will reduce the
Unitholder's basis in his Units and, to the extent that they exceed his basis,
will be treated as a gain from the sale of his Units as discussed below.
Although distributions generally will be treated as distributed when paid,
distributions declared in October, November or December, payable to
Unitholders of record on a specified date in one of those months and paid
during January of the following year will be treated as having been
distributed by a Trust (and received by the Unitholders) on December 31 of the
year such distributions are declared.
Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-
term capital gain, regardless of the length of time the Units have been held
by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial
institution. 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 generally 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
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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 for 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. Note that if a Unitholder holds
Units for six months or less and subsequently sells such Units at a loss, the
loss will be treated as a long-term capital loss to the extent that any long-
term capital gain distribution is made with respect to such Units during the
six-month period or less that the Unitholder owns the Units.
The Taxpayer Relief Act of 1997 includes provisions that treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g., short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes
of recognition of gain (but not loss) and for purposes of determining the
holding period. Unitholders should consult their own tax advisers with regard
to any such constructive sales rules.
In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is
deferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge would be added
to the Unitholder's tax basis in his Units. In any case the income (or proceeds
from redemption) a Unitholder must take into account for federal income tax
purposes is not reduced by amounts deducted to pay the deferred sales charge.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may qualify for the 70% dividends-
received deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable
to dividends received by a Trust from United States corporations (other than
real estate investment trusts) and is designated by a Trust as being eligible
for such deduction. To the extent dividends received by a Trust are
attributable to foreign corporations, a corporation that owns Units will not be
entitled to the dividends-received deduction with respect to its pro rata
portion of such dividends, since the dividends-received deduction is generally
available only with respect to dividends paid by domestic corporations. Each
Trust will provide each Unitholder with information annually concerning what
part of the Trust's distributions are eligible for the dividends received
deduction.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
of a Trust are held by or for 500 or more persons at all times during the
taxable year or another exception is met. In the event the Units of a Trust are
held by fewer than 500 persons, additional taxable income may be realized by
the individual (and other noncorporate) Unitholders in excess of the
distributions received from the Trust.
Distributions reinvested into additional Units of a Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).
Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Redemption." Unitholders
electing an in kind distribution of shares of Securities should be aware that
the exchange is subject to taxation and Unitholders will recognize gain or loss
based on the value of the Securities received. Investors electing an in kind
distribution should consult their own tax advisers with regard to such
transaction.
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The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be
requested to provide the Unitholder's taxpayer identification number to the
Trustee and to certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from a Trust which constitute dividends for Federal income tax
purposes (other than dividends which a Trust designates as capital gain
dividends) will be subject to United States income taxes, including withholding
taxes. However, distributions received by a foreign investor from a Trust that
are designated by the Trust as capital gain dividends should not be subject to
United States Federal income taxes, including withholding taxes, if all of the
following conditions are met: (i) the capital gain dividend is not effectively
connected with the conduct by the foreign investor of a trade or business
within the United States, (ii) the foreign investor (if an individual) is not
present in the United States for 183 days or more during his or her taxable
year, and (iii) the foreign investor provides all certification which may be
required of his status (foreign investors may contact the Sponsor to obtain a
Form W-8 which must be filed with the Trustee and refiled every three calendar
years thereafter). Foreign investors should consult their tax advisors with
respect to United States tax consequences of ownership of Units. Units in a
Trust and Trust distributions may also be subject to state and local taxation
and Unitholders should consult their tax advisors in this regard.
The foregoing discussion relates only to the federal income tax status of the
Trusts and to the tax treatment of distributions by a Trust to United States
Unitholders.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
Retirement Plans
Units of the Trusts may be well suited 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
advisers with respect to the establishment and maintenance of any such plan.
Such plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
Trust Operating Expenses
No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Expense Information" in Part A of the Prospectus for maintaining surveillance
over the portfolio and for performing certain administrative services for the
Trusts (the "Sponsor's Supervisory Fee"). In providing such supervisory
services, the Sponsor may purchase research from a variety of sources, which
may include dealers of the Trust. If so provided in Part A of the Prospectus,
the Sponsor may also receive an annual fee for providing bookkeeping and
administrative services for a Trust (the "Bookkeeping and Administration Fee").
Such services include, but are not limited to, the preparation of comprehensive
tax statements and providing account information to the Unitholders. If so
provided in Part A of the Prospectus, the Evaluator may also receive an annual
fee for performing evaluation services for the Trusts (the "Evaluator's Fee").
In addition, if so provided in Part A of the Prospectus, a Trust may be charged
an annual licensing fee to cover licenses for the use of service marks,
trademarks and trade names and/or for the use of databases and research.
Estimated annual Trust expenses are as set forth in Part A of this Prospectus;
if actual expenses are higher than the estimate, the excess will be borne by
the Trust. The estimated expenses do not include the brokerage commissions
payable by the Trust in purchasing and selling Securities.
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The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Expense Information" appearing in Part A of this
Prospectus. The Trustee's Fee may be periodically adjusted in response to
fluctuations in short-term interest rates (reflecting the cost to the Trustee
of advancing funds to a Trust to meet scheduled distributions). In addition,
the Sponsor's Supervisory Fee, Bookkeeping and Administration Fee, Evaluator's
Fee and the Trustee's Fee may be adjusted in accordance with the cumulative
percentage increase of the United States Department of Labor's Consumer Price
Index entitled "All Services Less Rent of Shelter" since the establishment of
the Trusts. 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, in the aggregate,
rendered to all unit investment trusts of which John Nuveen & Co. Incorporated
is the Sponsor in any calendar year exceed the actual cost to the Sponsor or
its affiliates of supplying such services, in the aggregate, in such year. The
Trustee has the use of funds, if any, being held in the Income and Capital
Accounts of each Trust for future distributions, payment of expenses and
redemptions. These Accounts are non-interest bearing to Unitholders. Pursuant
to normal banking procedures, the Trustee benefits from the use of funds held
therein. Part of the Trustee's compensation for its services to the Trusts is
expected to result from such use of these funds.
The following are additional expenses of the Trusts and, when paid by or are
owed to the Trustee, are secured by a lien on the assets of the Trust or Trusts
to which such expenses are allocable: (1) the expenses and costs of any action
undertaken by the Trustee to protect the Trusts and the rights and interests of
the Unitholders; (2) all taxes and other governmental charges upon the
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); (3) amounts payable
to the Trustee as fees for ordinary recurring services and for extraordinary
non-recurring services rendered pursuant to the Indenture, all disbursements
and expenses, including counsel fees (including fees of counsel which the
Trustee may retain) sustained or incurred by the Trustee in connection
therewith; and (4) any losses or liabilities accruing to the Trustee without
negligence, bad faith or willful misconduct on its part. The expenses are paid
monthly and the Trustee is empowered to sell Securities in order to pay these
amounts if funds are not otherwise available in the applicable Income and
Capital Accounts.
Unless the Sponsor determines that an audit is not required, the Indenture
requires each Trust to be audited on an annual basis at the expense of the
Trust by independent public accountants selected by the Sponsor. The Trustee
shall not be required, however, to cause such an audit to be performed if its
cost to a Trust shall exceed $.05 per Unit on an annual basis. Unitholders of a
Trust covered by an audit may obtain a copy of the audited financial statements
upon request.
Investment Supervision
The Trusts are unit investment trusts and are not "actively managed" funds.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolios of the Trusts, however, will not
be actively managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its securities from the portfolio.
As a general rule, the only purchases and sales that will be made with
respect to a Trust's portfolio will be those necessary to maintain, to the
extent feasible, a portfolio which reflects the current components of the stock
index, taking into consideration redemptions, sales of additional Units and the
other adjustments referred to elsewhere in this prospectus. See "THE
PORTFOLIOS." Such purchases and sales will be made in accordance with the
computer program utilized to maintain the related portfolio, the Indenture and
procedures to be specified by the Sponsor. The Sponsor may direct the Trustee
to dispose of Securities and either to acquire other Securities through the use
of the proceeds of such disposition in order to make changes in a portfolio or
to distribute the proceeds of such disposition to Unitholders (i) as necessary
to reflect any additions to or deletions from the stock index, (ii) as may be
necessary to establish a closer correlation between the Trust portfolio and the
stock index or (iii) as may be required for purposes of distributing to
Unitholders, when required, their pro rata share of any net
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realized capital gains or as the Sponsor may otherwise determine. As a policy
matter, the Sponsor currently intends to direct the Trustee to acquire round
lots of shares of the Securities rather than odd lot amounts. Any funds not
used to acquire round lots will be held for future purchases of shares, for
redemptions of Units or for distributions to Unitholders. In the event the
Trustee receives any securities or other properties relating to the Securities
(other than normal dividends) acquired in exchange for Securities such as
those acquired in connection with a reorganization, recapitalization, merger
or other transaction, the Trustee is directed to sell such securities or other
property and reinvest the proceeds in shares of the Security for which such
securities or other property relates, or if such Security is thereafter
removed from the stock index, in any new security which is added as a
component of such index. In addition, the Sponsor will instruct the Trustee to
dispose of certain Securities and to take such further action as may be needed
from time to time to ensure that the Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code, and as may be needed from time to time to avoid the imposition of any
excise tax on the Trust as a regulated investment company.
Proceeds from the sale of Securities (or any securities or other property
received by a Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
provided herein, the acquisition by a Trust of any securities other than the
Securities is prohibited. The Trustee may sell Securities, designated by the
Sponsor, from a Trust for the purpose of redeeming Units of the Trust tendered
for redemption and the payment of expenses. 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 a Trust's
portfolio transactions.
Distributions to Unitholders
The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A 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. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will be distributed on the last day of each month
if the amount available for distribution equals at least $1.00 per 100 Units
("Capital Distribution Dates") to Unitholders of record on the fifteenth day
of each applicable month ("Capital Record Dates"). 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). A Unitholder's pro rata portion of the Capital Account, less expenses,
will be distributed as part of the final liquidation distribution.
It is anticipated that the deferred sales charge will be collected from the
Capital Account of the Trusts and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent that
amounts in the Capital Account are insufficient to satisfy the then current
deferred sales charge obligation, Securities may be sold to meet such
shortfall. Distributions of amounts necessary to pay the deferred portion of
the sales charge will be made to an account designated by the Sponsor for
purposes of satisfying a Unitholder's deferred sales charge obligations.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the Unitholder's tax
identification number in the manner required by such regulations. Any amount
so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances, the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order to avoid this
possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one should be provided as soon as possible.
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Within a reasonable time after a Trust is terminated, each Unitholder will,
upon surrender of his Units for redemption, receive (i) the pro rata share of
the amounts realized upon the disposition of Securities, unless he or she
elects an In-Kind Distribution as described under "REDEMPTION" and (ii) a pro
rata share of any other assets of such Trust, less expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (e.g., return of
capital, 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. Any Unitholder may elect to have each distribu-
tion of income on his Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in addi-
tional Units of such Trust. Each person who purchases Units of a Trust may
elect to participate in the reinvestment option by notifying the Trustee in
writing of their election. Reinvestment may not be available in all states. So
long as the election is received by the Trustee at least 10 days prior to the
Record Date for a given distribution, each subsequent distribution of income
and/or capital, as selected by the Unitholder, will be automatically applied
by the Trustee to purchase additional Units of a Trust. The remaining deferred
sales charge payments will be assessed on Units acquired pursuant to reinvest-
ment. It should be remembered that even if distributions are reinvested, they
are still treated as distributions for income tax purposes.
Accumulation Plan
The Sponsor is also the principal underwriter of several open-end mutual
funds (the "Accumulation Funds") into which Unitholders may choose to reinvest
Trust distributions. Unitholders may elect to reinvest income and capital
distributions automatically, without any sales charge. Each Accumulation Fund
has investment objectives which differ in certain respects from those of the
Trusts and may invest in securities which would not be eligible for deposit in
the Trusts. Further information concerning the Accumulation Plan and a list of
Accumulation Funds is set forth in the Information Supplement of this
Prospectus, which may be obtained by contacting the Trustee at the phone
number listed on the back cover of this Prospectus.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and income or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units
in cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. There will be no
charge or other penalty for such change of election or termination. The
character of Trust distributions for income tax purposes will remain unchanged
even if they are reinvested in an Accumulation Fund.
Reports to Unitholders
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust.
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Unit Value and Evaluation
The value of the Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities not applied to the purchase of such Securities; (2) the aggregate
value of the Securities held in the Trust, as determined by the Evaluator on
the basis of the aggregate underlying value of the Securities in the Trust
next computed; (3) dividends receivable on the Securities trading ex-dividend
as of the date of computation; and (4) all other assets of the Trust; and
deducting therefrom: (1) amounts representing any applicable taxes or
governmental charges and amounts due the Sponsor or Trustee for
indemnification or extraordinary expenses payable out of such Trust for which
no deductions had been made for the purpose of additions to the Reserve
Account; (2) any amounts owing to the Trustee for its advances; (3) an amount
representing estimated accrued expenses of the Trust, including, but not
limited to, unpaid fees and expenses of the Trustee (including legal fees) and
the Sponsor; (4) amounts representing unpaid organizational and offering
costs; (5) cash held for distribution to Unitholders of record of the Trust or
for redemption of tendered Units as of the business day prior to the
evaluation being made; and (6) other liabilities incurred by the Trust. The
result of such computation is divided by the number of Units of such Trust
outstanding as of the date thereof and rounded to the nearest cent to
determine the per Unit value ("Unit Value") of such Trust. The Trustee may
determine the aggregate value of the Securities in the Trust in the following
manner: if the Securities are listed on a securities exchange or The NASDAQ
Stock Market ("listed Securities"), this evaluation is generally based on the
closing sale price on that exchange or that system (if a listed Security is
listed on the New York Stock Exchange ("NYSE") the closing sale price on the
NYSE shall apply) or, if there is no closing sale price on that exchange or
system, at the closing bid prices (ask prices for primary market purchases).
If the Securities are not so listed, the evaluation shall generally be based
on the current bid prices (ask prices for primary market purchases) on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for valuation). 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 Securities on the bid side of the market or (c) by any combination of the
above.
With respect to any Security not listed on a national exchange or The NASDAQ
Stock Market, or, with respect to a Security so listed but the Trustee deems
the last reported sale price on the relevant exchange to be inappropriate as a
basis for valuation, upon the Trustee's request, the Sponsor shall, from time
to time, designate one or more evaluation services or other sources of
information on which the Trustee shall be authorized conclusively to rely in
evaluating such Security, and the Trustee shall have no liability for any
errors in the information so received. The cost thereof shall be an expense
reimbursable to the Trustee from the Income and Capital Accounts.
Distributions of Units to the Public
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.
Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
Education IRA purchases), whichever is less. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units.
The Sponsor plans to allow a discount to brokers and dealers in connection
with the distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.
The Sponsor may maintain a secondary market for Units of each Trust. See
"MARKET FOR UNITS."
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<PAGE>
The Sponsor reserves the right to change the amount of the dealer
concessions set forth in Part A of this Prospectus from time to time.
For Units purchased during the initial offering period by Unitholders who
utilize redemption or termination proceeds from other Nuveen-sponsored unit
investment trusts and receive the sales charge applicable for "Rollovers" as
described in Part A of the Prospectus, dealers are entitled to receive the
concession applicable for "Rollovers" as provided in Part A of the Prospectus.
Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of Nuveen unit trusts (other than any series of the
Nuveen--The Dow 5/SM/ Portfolios and Nuveen--The Dow 10/SM/ Portfolios) sold in
the primary or secondary market during any quarter as set forth in the table
below. Eligible Dealer Firms are dealers that are providing marketing support
for Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to broker/dealer firms. For purposes of determining the
applicable volume incentive rate for a given quarter, the dollar amount of all
units sold over the current and three previous quarters (the "Measuring
Period") is aggregated. The volume incentive received by the dealer firm will
equal the dollar amount of units sold during the current quarter times the
highest applicable rate for the Measuring Period. For firms that meet the
necessary volume level, volume incentives may be given on all applicable
trades originated from or by that firm.
<TABLE>
<CAPTION>
Total dollar amount sold
over Measuring Period Volume Incentive
-------------------------- --------------------------------
<S> <C>
$ 5,000,000 to $ 9,999,999 0.10% of current quarter sales
$10,000,000 to $19,999,999 0.125% of current quarter sales
$20,000,000 to $49,999,999 0.1375% of current quarter sales
$50,000,000 or more 0.15% of current quarter sales
</TABLE>
Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.
Firms are not entitled to receive any dealer concession for any sales made
to investors which qualified as Discounted Purchases (as defined in "PUBLIC
OFFERING PRICE") during the primary or secondary market. (See "PUBLIC OFFERING
PRICE.")
Certain commercial banks are 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 in the amounts shown in Part
A of the Prospectus under "Dealer Concessions." The Glass-Steagall Act
prohibits banks from underwriting Trust Units; the Act does, however, permit
certain agency transactions and banking regulators have not indicated that
these particular agency transactions are not permitted under the Act. In Texas
and in certain other states, any bank making Units available must be
registered as a broker-dealer under state law.
Ownership and Transfer of Units
The ownership of Units is evidenced by registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of the Trustee. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee
the Certificate along with a written request that the Units represented by
such Certificate be held in book entry form. Likewise, a Unitholder who holds
Units in book entry form may obtain a Certificate for such Units by written
request to the Trustee. Units
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<PAGE>
may be held in denominations of one Unit or any multiple or fraction thereof.
Fractions of Units are computed to three decimal places. Any Certificates
issued will be numbered serially for identification, and are issued in fully
registered form, transferable only on the books of the Trustee. Book entry
Unitholders will receive a Book Entry Position Confirmation reflecting their
ownership.
Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering such
Certificate(s) to the Trustee, at its address listed on the back cover of this
Part B of the Prospectus, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s) must
be guaranteed by a guarantor acceptable to 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. Mutilated Certificates must be
surrendered to the Trustee in order for a replacement Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge
which may be imposed in connection therewith.
Replacement of Lost, Stolen or Destroyed Certificates
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of Indemnification.
The premium for such an indemnity bond may vary, but currently amounts to 1% of
the market value of the Units represented by the Certificate. In the case
however, of a Trust as to which notice of termination has been given, the
premium currently amounts to 0.5% of the market value of the Units represented
by such Certificate.
Redemption
Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at its address listed on the back cover of this Part B of the
Prospectus (redemptions of 1,000 Units or more will require a signature
guarantee), (2) in the case of Units evidenced by a Certificate, by also
tendering such Certificate to the Trustee, duly endorsed or accompanied by
proper instruments of transfer with signatures guaranteed as explained above,
or provide satisfactory indemnity required in connection with lost, stolen or
destroyed Certificates and (3) payment of applicable governmental charges, if
any. Certificates should be sent only by registered or certified mail to
minimize the possibility of their being lost or stolen. (See "OWNERSHIP AND
TRANSFER OF UNITS.") No redemption fee will be charged. A Unitholder may
authorize the Trustee to honor telephone instructions for the redemption of
Units held in book entry form. Units represented by Certificates may not be
redeemed by telephone. The proceeds of Units redeemed by telephone will be sent
by check either to the Unitholder at the address specified on his account or to
a financial institution specified by the Unitholder for credit to the account
of the Unitholder. A Unitholder wishing to use this method of redemption must
complete a Telephone Redemption Authorization Form and furnish the Form to the
Trustee. Telephone Redemption Authorization Forms can be obtained from a
Unitholder's registered representative or by calling the Trustee. Once the
completed Form is on file, the Trustee will honor telephone redemption requests
by any authorized person. The time a telephone redemption request is received
determines the "date of tender" as discussed below. The redemption proceeds
will be mailed within three business days following the telephone redemption
request. Only Units held in the name of individuals may be redeemed by
telephone; accounts registered in broker name, or accounts of corporations or
fiduciaries (including among others, trustees, guardians, executors and
administrators) may not use the telephone redemption privilege.
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<PAGE>
On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern
time, or as of any earlier closing time on a day on which the Exchange is
scheduled in advance to close at such earlier time, on the date of tender as
defined hereafter ("Redemption Price"). During the initial offering period,
the Redemption Price per Unit includes estimated organizational and offering
costs per Unit. After the initial offering period, the Redemption Price will
not include such estimated organizational and offering costs. See "Trust
Summary and Financial Highlights" in Part A of the Prospectus. The price
received upon redemption may be more or less than the amount paid by the
Unitholder depending on the value of the Securities on the date of tender.
Units subject to a deferred sales charge which are 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 redemption. In addition, in the event of the death of a
Unitholder within the one-year period prior to redemption, any deferred sales
charge remaining at the time of redemption shall be waived. Unitholders should
check with the Trustee or their broker to determine the Redemption Price
before tendering Units.
The "date of tender" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that a
redemption request received after 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the Exchange is scheduled in advance to close
at such earlier time, or on any day on which the Exchange is normally closed,
the date of tender is the next day on which such Exchange is normally open for
trading and such request will be deemed to have been made on such day and the
redemption will be effected at the Redemption Price computed on that day.
Any Unitholder tendering 1,000 Units or more for redemption may request by
written notice submitted at the time of tender from the Trustee, in lieu of a
cash redemption, a distribution of shares of Securities in an amount and value
of Securities per Unit equal to the Redemption Price Per Unit, as determined
as of the evaluation next following tender. In-kind distributions ("In-Kind
Distributions") shall be made by the Trustee through the distribution of each
of the Securities in book-entry form to the account of the Unitholder's bank
or broker/dealer at the Depository Trust Company. An In-Kind Distribution will
be reduced by customary transfer and registration charges. The tendering
Unitholder will receive his pro rata number of whole shares of each of the
Securities comprising a portfolio and cash from the Capital Account equal to
the fractional shares to which the tendering Unitholder is entitled. The
Trustee may adjust the number of shares of any issue of Securities included in
a Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of Securities on
the date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may
sell Securities in the manner described below.
Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." 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.
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.
The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of a Trust. After the initial offering period,
the Redemption Price will not include estimated
24
<PAGE>
organizational and offering costs. See "Trust Summary and Financial Highlights"
in Part A of the Prospectus. See "UNIT VALUE AND EVALUATION" for a more
detailed discussion of the factors included in determining Unit Value. The
Redemption Price per Unit will be assessed the amount, if any, of the remaining
deferred sales charge at the time of redemption.
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
Unitholders 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.
Purchase of Units by the Sponsor
The Trustee will 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 it may purchase such Units by notifying the Trustee before the
close of business on the second succeeding business day and by making payment
therefor to the Unitholder not later than the day on which payment would
otherwise have been made by the Trustee. (See "REDEMPTION.") The Sponsor's
current practice is to bid at the Redemption Price in the secondary market.
Units held by the Sponsor may be tendered to the Trustee for redemption as any
other Units.
Information about the Trustee
The Trustee is The Chase Manhattan Bank. Its address is stated on the back
cover of this Part B of the Prospectus. The Trustee is subject to supervision
and examination by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and either the Comptroller of the
Currency or state banking authorities.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. 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 any 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.
Successor Trustees and Sponsors
The Trustee or any successor trustee may resign by executing an instrument of
resignation in writing and filing same with the Sponsor and mailing a copy of a
notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or
a receiver or other public officer shall take charge of its property or
affairs, the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee
accepts its appointment as such. Any successor trustee shall be a corporation
authorized to exercise corporate trust powers, having
25
<PAGE>
capital, surplus and undivided profits of not less than $5,000,000. 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.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
Information about the Sponsor
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of
Nuveen's investment philosophy. It is a careful, long-term strategy that
offers the potential for attractive returns with moderated risk. Successful
value investing begins with in-depth research and a discerning eye for
marketplace opportunity. Nuveen's team of investment professionals is backed
by the discipline, resources and expertise of a century of investment
experience, including one of the most recognized research departments in the
industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash
management products.
Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal offices located in Chicago (333 West Wacker
Drive). Nuveen maintains eight regional offices.
To help advisers and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may
advertise and create specific investment programs and systems. For example,
such activities may include presenting information on how to use an investment
in the Trust, alone or in combination with an investment in other mutual funds
or unit investment trusts sponsored by Nuveen, to accumulate assets for future
education needs or periodic payments such as insurance premiums. The Sponsor
may produce software or additional sales literature to promote the advantages
of using the Trusts to meet these and other specific investor needs.
In advertising and sales literature, the Sponsor may compare the performance
of a given investment strategy or a Trust with that of, or reflect the
performance of: (1) the Consumer Price Index; (2) equity mutual funds or
mutual fund indexes as reported by various independent services which monitor
the performance of mutual funds, or other industry or financial publications
such as Barron's, Changing Times, Forbes and Money Magazine; and/or (3) the
S&P 500 Index or other unmanaged indices and investment strategies.
Advertisements involving these indexes, investments or strategies may reflect
performance over different periods of time by means of aggregate, average,
year-by-year, or other types of total return and performance figures. Any
given performance quotation or performance comparison should not be considered
as representative of the performance of the Trusts for any future period. Such
advertising may also reflect the standard deviation of the index, investment
or strategy returns for any period. This calculation of standard deviation is
sometimes referred to as the "Sharpe measure" of return.
26
<PAGE>
Information about the Evaluator
The Trustee will serve as Evaluator of the Trusts. The Sponsor intends to
replace the Trustee as Evaluator during the life of the Trusts.
The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the 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 Unitholders for errors in judgment. This provision shall not
protect the Evaluator in any case of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
Other Information
Amendment of Indenture
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders, provided, however, that the Indenture may
not be amended, without the consent of 100% of the Unitholders, to permit the
deposit or acquisition of securities either in addition to, or in substitution
for any of the Securities initially deposited in any Trust except as stated in
"COMPOSITION OF TRUSTS" regarding the creation of additional Units and the
limited right of substitution of Replacement Securities, except for the
substitution of refunding securities under certain circumstances or except as
otherwise provided in this Prospectus. The Trustee shall advise the
Unitholders of any amendment requiring the consent of Unitholders, or upon
request of the Sponsor, promptly after execution thereof.
Termination of Indenture
A Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then
outstanding. A Trust may also be liquidated by the Trustee when the value of
such Trust, as shown by any evaluation, is less than 20% of the total value of
the Securities deposited in the Trust as of the conclusion of the primary
offering period and may be liquidated by the Trustee in the event that Units
not yet sold aggregating more than 60% of the Units originally created are
tendered for redemption by the Sponsor. [A Trust may also be terminated if the
applicable index is no longer calculated or available to be utilized by a
Trust as the basis for security selection.] The sale of Securities from the
Trust upon termination may result in realization of a lesser amount than might
otherwise be realized if such sale were not required at such time. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the amount of Securities originally represented by the Units held
by such Unitholder. The Indenture will terminate upon the redemption, sale or
other disposition of the last Security held thereunder, but in no event shall
it continue beyond the Mandatory Termination Date set forth under "Essential
Information" in Part A of this Prospectus.
Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sale of the Securities.
Written notice of the termination of a Trust specifying the time or times at
which Unitholders may surrender their certificates for cancellation shall be
given by the Trustee to each Unitholder at his address appearing on the
registration books of such Trust maintained by the Trustee.
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<PAGE>
Unitholders not electing a distribution of shares of Securities will receive a
cash distribution from the sale of the remaining Securities within a reasonable
time after the Trust is terminated. Regardless of the distribution involved,
the Trustee will deduct from the funds of a Trust any accrued costs, expenses,
advances or indemnities provided by the Indenture, 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. Trustee will then distribute to each Unitholder his pro
rata share of the balance of the Income and Capital Accounts.
Legal Opinion
The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the
Trustee with respect to the Series.
Auditors
The "Statement of Condition" and "Schedule of Investments" at the Initial
Date of Deposit included in Part A of this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.
Supplemental Information
Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has
been filed with the Securities and Exchange Commission and is intended to
supplement information contained in Part A and Part B of this Prospectus. This
supplement includes additional general information about the Sponsor and the
Trusts. The information supplement is incorporated by reference into the
Prospectus.
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<PAGE>
Defined
NUVEEN INDEX PORTFOLIO
Portfolios PROSPECTUS -- PART B
, 1999
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787
Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603
This Prospectus does not contain complete information about the Unit Trust
filed with the Securities and Exchange Commission in Washington, DC under the
Securities Act of 1933 and the Investment Company Act of 1940.
To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov
No person is authorized to give any information or representation about the
Trusts not contained in Parts A or B of this Prospectus or the Information Sup-
plement, and you should not rely on any other information.
When Units of this Trust are no longer available or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as a
preliminary Prospectus for a future series. If this is the case, investors
should note the following:
1. Information in this Prospectus is not complete and may be changed;
2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and
3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.
<PAGE>
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT
_______ , 1999
NUVEEN UNIT TRUSTS, SERIES 33
The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("Prospectus"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at The Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been
created to supplement information contained in the Prospectus.
This Information Supplement is dated _______, 1999. Capitalized terms
have been defined in the Prospectus.
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TABLE OF CONTENTS
Accumulation Plan
Information About the Sponsor
Risk Factors
<PAGE>
Accumulation Plan
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and capital
distributions or capital distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 321-7227. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.
Accumulation Funds
Mutual Funds
Nuveen Flagship Municipal Trust
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
Nuveen Flagship Multistate Trust I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
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Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
Nuveen Flagship Multistate Trust II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Nuveen Flagship Multistate Trust III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
Nuveen Flagship Multistate Trust IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Investment Trust
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen Investment Trust II
Nuveen Rittenhouse Growth Fund
Nuveen Investment Trust III
Nuveen Income Fund
Money Market Funds
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
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Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may elect any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("Business Day") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and dividends or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for consistent, attractive returns with moderated risk. Successful
value investing begins with in-depth
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research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
a century of investment experience, including one of the most recognized
research departments in the industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts, exchange-
traded funds, customized asset management services and cash management products.
The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,
Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund,
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund, Nuveen
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Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $35 billion in securities under
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains 8 regional offices.
To help advisers and investors better understand and more efficiently use
an investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
The Sponsor offers a program of advertising support to registered broker-
dealer firms, banks and bank affiliates ("Firms") that sell Trust Units or
shares of Nuveen Open-End Mutual Funds (excluding money-market funds) ("Funds").
Under this program, the Sponsor will pay or reimburse the Firm for up to one
half of specified media costs incurred in the placement of advertisements which
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to the
Firm will be based on the number of the Firm's registered representatives who
have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will be
made by the Sponsor and not by the Funds or Trusts.
Risk Factors
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general conditions
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. 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 Trust(s) have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in a Trust may be
expected to fluctuate over the life of a Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.
Holders of common stock 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.
Foreign Securities Risks. Certain of the Securities in one or more of the
Trusts are of foreign issuers, and therefore, an investment in such a Trust
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 Securities, currency exchange rate fluctuations, exchange control
policies, and the limited liquidity and small market capitalization of such
foreign countries' securities markets. In addition, for 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 the Securities included in the Trust, the Sponsor
believes that adequate information will be available to allow the Sponsor to
provide portfolio surveillance.
Certain of the Securities in one or more of the Trusts are in ADR or GDR
form. ADRs, which evidence American Depositary Receipts and GDRs, which evidence
Global Depositary Receipts, represent common stock deposited with a custodian in
a depositary. American Depositary Shares and Global Depositary Shares
(collectively, the "Depositary Receipts") are issued by a bank or trust company
to evidence ownership of underlying securities issued by a foreign corporation.
These instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. For purposes of the discussion
herein, the terms ADR and GDR generally include American Depositary Shares and
Global Depositary Shares, respectively.
Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from applications of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.
For the Securities that are Depositary Receipts, currency fluctuations will
affect the U.S. dollar equivalent of the local currency price of the underlying
domestic share and, as a result, are likely to affect the value of the
Depositary Receipts and consequently the value of the Securities. The foreign
issuers of securities that are Depositary Receipts may pay dividends in foreign
currencies which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for any
securities of issuers (whether or not they are in Depositary Receipt form) whose
earnings are stated in foreign currencies, or which pay dividends in foreign
currencies or which are traded in foreign currencies, there is a risk that their
United States dollar value will vary with fluctuations in the United States
dollar foreign exchange rates for the relevant currencies.
On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen
member countries of the European Union ("EU")) are scheduled to establish fixed
conversion rates between their existing sovereign currencies and the euro. On
such date the euro is expected to become the official currency of these eleven
countries. As of January 1, 1999, the participating countries will no longer
control their own monetary policies by directing independent interest rates for
their currencies. Instead, the authority to direct monetary policy, including
money supply and official interest rates for the euro, will be exercised by the
new European Central Bank. The conversion of the national currencies of the
participating countries to the euro could negatively impact the market rate of
the exchange between such currencies (or the newly created euro) and the U.S.
dollar. In addition, European corporations, and other entities with significant
markets or operations in Europe (whether or not in the participating countries),
face strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues, expenses
or income from operations; increase competition due to the increased price
transparency of EU markets; effect issuers' currency exchange rate risk and
derivatives exposure; disrupt current contracts; cause issuers to increase
spending on information technology updates required for the conversion; and
result in potential adverse tax consequences. The Sponsor is unable to predict
what impact, if any, the euro conversion will have on any of the issuers of
Securities contained in the Trust.
<PAGE>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This Registration Statement comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 33 and certain subsequent series (to be supplied by amendment).
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co,
Incorporated, Depositor.
1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a), and
incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).
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/*/ Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.
/**/ Incorporated by reference to Form N-8B-2 (File No. 811-2198) on behalf
on Nuveen Tax-Free Unit Trust, Series 37.
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3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).
3.4 Opinion of counsel as to advancement of funds by Trustees (to be supplied
by amendment).
4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).
4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor and other related information
(incorporated by reference to Exhibit E to Form N-8B-2 (File No. 811-
08103) filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).
C. Explanatory Note
This Registration Statement may contain multiple separate prospectuses.
Each propectus will relate to an individual unit investment trust and will
consist of a Part A, a Part B and an Information Supplement.
D. Undertakings
(1) The Information Supplement to the Trust will not include third party
financial information.
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Signatures
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Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 50 has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City of
Chicago and State of Illinois on the 1st day of February, 1999.
NUVEEN UNIT TRUSTS, SERIES 33
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ H. William Stabenow
-------------------------------
Vice President
Attest /s/ Karen L. Healy
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Assistant Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
Anthony T. Dean President, Chief Operating )
Officer and Director )
) /s/ Larry W. Martin
John P. Amboian Chief Financial Officer and ) ------------------
Executive Vice President ) Larry W. Martin
) Attorney-in-Fact**
Margaret E. Wilson Vice President and )
Controller ) February 1, 1999
)
</TABLE>
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* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
**The powers of attorney for Messrs. Amboian, Dean and Schwertfeger
were filed as Exhibit 6 to Form N-8B-2 (File No. 811-08103) and for Ms. Wilson
as Exhibit 6.2 to Nuveen Unit Trusts, Series 12 (File No. 333-49197).
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Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Registration Statement will be
filed as Exhibit 4.4 to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement will be contained in its opinions to be
filed as Exhibits 3.1 and 3.2 to the Registration Statement.
Consent of The Chase Manhattan Bank
The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the Registration Statement will be filed as Exhibit 4.2 to the
Registration Statement.
Consent of Carter, Ledyard & Milburn
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement will be filed as Exhibit 3.3
to the Registration Statement.
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