MCLAUGHLIN PIVEN VOGEL FAM OF TR PINNACLE TR LARGE CAP SE II, 497, 1999-01-06

MCLAUGHLIN PIVEN VOGEL FAM OF TR PINNACLE TR LARGE CAP SE II
497, 1999-01-06

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<PAGE>
Pursuant to Rule 497
REGISTRATION NO. 333-68527

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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

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THE PINNACLE TRUST
LARGE CAP SERIES II

A unit investment trust whose investment objective is to maximize total
return through a combination of capital appreciation and current dividend
income. The Trust seeks to achieve its objective by attempting to outperform
the Dow Jones Industrial Average ("DJIA") by creating a portfolio that
combines the following three investment strategies: investing in the DJIA's
ten highest dividend yielding common stocks ("Top Ten"), investing in the
five lowest priced stocks of the Top Ten ("Focus Five") and investing in a
single stock which is the second-lowest priced of the Focus Five
("Penultimate Pick"); each determined as of two business days prior to the
Initial Date of Deposit. The name "Dow Jones Industrial Average" is the
property of Dow Jones & Company, Inc., which is not affiliated with the
Sponsors and has not participated in any way in the creation of the Trust or
in the selection of the stocks included in the Trust and has not reviewed or
approved any information included in this Prospectus. Dow Jones & Company,
Inc. has not granted to the Trust or the Sponsors a license to use the Dow
Jones Industrial Average.

The Sponsors are McLaughlin, Piven, Vogel Securities, Inc. and Reich & Tang
Distributors, Inc.

This Prospectus consists of two parts. Part A contains the Summary of
Essential Information including descriptive material relating to the Trust
and the Statement of Financial Condition of the Trust. Part B contains
general information about the Trust. Part A and Part B must be distributed
together. Read and retain this Prospectus for future reference.

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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.

PROSPECTUS PART A DATED JANUARY 5, 1999
<PAGE>

SUMMARY OF ESSENTIAL INFORMATION
As of January 4, 1999, the business day prior to the Initial Date of Deposit

INITIAL DATE OF DEPOSIT OF SECURITIES MINIMUM VALUE OF TRUST: The Trust may
IN THE TRUST: January 5, 1999 be terminated if the value of the
AGGREGATE VALUE OF SECURITIES...$ 150,346 Trust is less than 40% of the
NUMBER OF UNITS................. 15,617 aggregate value of the Securities at
FRACTIONAL UNDIVIDED INTEREST IN the completion of the Deposit
TRUST.......................... 1/15,617 Period.
PUBLIC OFFERING PRICE PER 100 UNITS CUSIP NUMBERS:Cash: 581775103
Aggregate Value of Securities in Reinvestment: 581775111
Trust..........................$ 150,346 TRUSTEE: The Chase Manhattan Bank
Plus Estimated Organization TRUSTEE'S FEE: $.86 per 100 Units
Costs*.........................$ 209 outstanding
Divided By 15,617 Units (times OTHER FEES AND EXPENSES: $.15 per 100
100)...........................$ 964.05 Units outstanding
Plus Sales Charge of 3.595% of SPONSORS: McLaughlin, Piven, Vogel
Public Offering Price..........$ 35.95 Securities, Inc. and Reich & Tang
Public Offering Price+.........$1,000.00 Distributors, Inc.
SPONSOR'S REPURCHASE PRICE AND AGENT FOR SPONSORS: Reich & Tang
REDEMPTION PRICE PER 100 Distributors, Inc.
UNITS++........................$ 964.05 SPONSORS' PORTFOLIO SUPERVISORY,
EVALUATION TIME: 4:00 p.m. New York BOOKKEEPING AND ADMINISTRATIVE
Time. FEE: Maximum of $.25 per 100 Units
MINIMUM INCOME OR PRINCIPAL outstanding (see "Trust Expenses and
DISTRIBUTION: $1.00 per 100 Units Charges" in Part B).
LIQUIDATION PERIOD: Beginning 5 days EXPECTED SETTLEMENT DATE OF
prior to the Mandatory Termination SECURITIES IN THE TRUST:
Date. January 8, 1999
ROLLOVER NOTIFICATION DATE**: March RECORD DATES: June 15 and December 15
20, 2000 or another date as DISTRIBUTION DATES: June 30 and
determined by the Sponsors. December 31
MANDATORY TERMINATION DATE: The REINVESTMENT SALES CHARGE: 1.00%
earlier of April 10, 2000 or the
disposition of the last Security in
the Trust.
- --------
*Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the trust indenture and
other closing documents, registering units with the SEC and the states and the
initial audit of the Trust portfolio. The estimated organization costs will be
paid to the Sponsors from the assets of the Trust as of the close of the
initial public offering period. To the extent that actual organization costs
are less than the estimated amount, only the actual organization costs will be
deducted from the assets of the Trust. To the extent that actual organization
costs are greater than the estimated amount, only the estimated organization
costs included in the Public Offering Price will be reimbursed to the Sponsors.

**The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the Pinnacle Trusts if
offered (see "Trust Administration -- Trust Termination").

+On the Initial Date of Deposit the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will have included in the Public Offering Price a pro
rata share of any cash in such Accounts.

++A Unitholder redeeming over 2,500 Units may request redemptions be made in
kind. The Trustee will distribute securities to the Unitholder's McLaughlin,
Piven, Vogel broker-dealer account at The Depository Trust Company in book-
entry form. As of the close of the initial offering period, the Sponsors'
Repurchase Price and Redemption Price for the Trust will be reduced to reflect
its estimated organization costs. See "Liquidity -- Trustee Redemption" in Part
B.

A-2
<PAGE>

INVESTMENT OBJECTIVE. The Trust seeks to maximize total return through capital
appreciation and current dividend income. There is no guarantee that the
objective of the Trust will be achieved.

STRATEGY OF PORTFOLIO SELECTION. The Trust seeks to achieve its objective by
attempting to outperform the DJIA (which is not affiliated with the Sponsors)
by creating a portfolio that combines the following three investment
strategies:

. investing in the DJIA's ten (10) common stocks having the highest dividend
yield (the "Top Ten"),

. investing in the DJIA's five (5) common stocks having the lowest per share
stock price of the Top Ten (the "Focus Five") and

. investing in a single stock which is the DJIA's second-lowest priced of the
Focus Five (the "Penultimate Pick"); each determined as of two business days
prior to the Initial Date of Deposit.
The combination of the three investment strategies is hereinafter referred to
as the "Triple Strategy". The Trust's portfolio will be comprised of ten (10)
stocks. Approximately 20% of the Trust's assets will be allocated to the Top
Ten, approximately 60% will be allocated to the Focus Five and approximately
20% will be allocated to the Penultimate Pick. Within these three categories,
stocks will be purchased in approximately equal dollar amounts.

DESCRIPTION OF PORTFOLIO. The Portfolio contains 10 issues of common stock.
100% of the issues are represented by the Sponsors' contracts to purchase.
Based upon the principal business of each issuer and current market values, the
following industries are represented in the Portfolio: Auto Manufacturing,
2.03%; Banking and Financial, 2.07%; Chemical, 13.96%; Consumer Products,
13.95%; Machinery, 13.99%; Manufacturing, 14.00%; Oil, 4.04%; Photographic
Products, 2.04%; and Tire and Rubber Manufacturing, 33.92%. The Focus Five
stocks are Caterpillar Inc., E.I. du Pont de Nemours & Company, The Goodyear
Tire & Rubber Co., Minnesota Mining & Manufacturing Co., and Philip Morris
Companies, Inc. and the Penultimate Pick is The Goodyear Tire & Rubber Co., a
company with a significant concentration in the tire and rubber manufacturing
industry. A trust is considered to be "concentrated" in a particular category
or industry when the securities in that category or that industry constitute
25% or more of the total assets of the portfolio.

RISK CONSIDERATIONS. Unitholders can lose money by investing in this Trust. An
investment in Units of the Trust should be made with an understanding of the
following risks:

. The combination of the three investment strategies causes the Trust to be
concentrated in the Penultimate Pick. The Penultimate Pick is a company
deriving a substantial portion of its income from the tire and rubber
manufacturing industry.

. The concentration in the Penultimate Pick puts a greater risk of loss on
Unitholders as compared to a less concentrated investment. Investors
should compare returns available on less concentrated portfolios before
making an investment decision.

. The financial condition of companies in the Portfolio may worsen or the
condition of the stock market may worsen.

. Since the portfolio of the Trust is fixed and "not managed", in general
the Sponsor can only sell securities at the Trust's termination or in
order to meet redemptions. As a result, the price at which each security
is sold may not be the highest price it attained during the life of the
Trust.

A-3
<PAGE>

. When cash or a letter of credit is deposited with instructions to
purchase securities in order to create additional units, an increase in
the price of a particular security between the time of deposit and the
time that securities are purchased will cause the units to be comprised
of less of that security and more of the remaining securities. In
addition, brokerage fees incurred in purchasing the Securities will be an
expense of the Trust.

PUBLIC OFFERING PRICE. The Public Offering Price per 100 units of the Trust is
calculated by:

. dividing the aggregate value of the underlying securities and cash held
in the Trust by the number of units outstanding;
. adding a sales charge of 3.595% (3.729% of the net amount invested); and
. multiplying the result by 100.

In addition, during the initial offering period, an amount sufficient to
reimburse the Sponsor for the payment of all or a portion of the estimated
organization costs of the Trust will be added to the Public Offering Price per
100 units. The price of a single unit, or any multiple thereof, is calculated
by dividing the Public Offering Price per 100 units by 100 and multiplying by
the number of units. During the initial offering period, orders involving at
least 25,000 Units will be entitled to a volume discount from the Public
Offering Price. The Public Offering Price per Unit may vary on a daily basis in
accordance with fluctuations in the aggregate value of the underlying
Securities and each investor's purchase price will be computed as of the date
the units are purchased.

ESTIMATED NET ANNUAL DISTRIBUTIONS. The estimated net annual distributions to
Unitholders per 100 Units (based on the most recent quarterly or semi-annual
ordinary dividend declared with respect to the Securities) as of December 31,
1998 was $24.32. This estimate will vary with changes in the Trust's fees and
expenses, actual dividends received, and with the sale of Securities. In
addition, because the issuers of common stock are not obligated to pay
dividends, there is no assurance that the estimated net annual dividend
distributions will be realized in the future.

DISTRIBUTIONS. On June 30, 1999, the Trust will distribute any dividends
received to all Unitholders of record on June 15, 1999 and on December 31, 1999
to all Unitholders of record on December 15, 1999.

MARKET FOR UNITS. The Sponsors, although not obligated to do so, intend to
maintain a secondary market for the Units and to continuously offer to
repurchase the Units of the Trust both during and after the initial public
offering period. The secondary market repurchase price will be based on the
market value of the Securities in the Trust portfolio. If a market is not
maintained a Unitholder will be able to redeem his Units with the Trustee. As a
result, the existence of a liquid trading market for these Securities may
depend on whether dealers will make a market in these Securities. There can be
no assurance of the making or the maintenance of a market for any of the
Securities contained in the portfolio of the Trust or of the liquidity of the
Securities in any markets made. The price at which the Securities may be sold
to meet redemptions and the value of the Units will be adversely affected if
trading markets for the Securities are limited or absent.

AUTOMATIC REDEMPTION. Any transfer of Units by Unitholders from their
McLaughlin Piven Vogel brokerage account will result in the automatic
redemption of those Units.

TERMINATION. The Trust will terminate in approximately fifteen months. At that
time investors may choose one of the following three options with respect to
their terminating distribution:
. receive the distribution in-kind if they own at least 2,500 Units;
. receive cash upon the liquidation of their pro rata share of the
Securities; or
. reinvest in a subsequent series of Pinnacle Trusts (if one is offered) at
a reduced sales charge.

A-4
<PAGE>

ROLLOVER OPTION. Unitholders may elect to rollover their terminating
distributions into the next available series of Pinnacle Trusts at a reduced
sales charge. Upon making this election, a Unitholder's Units will be redeemed
and the proceeds will be reinvested in units of the next available series of
Pinnacle Trusts. An election to rollover terminating distributions will
generally be a taxable event.

REINVESTMENT PLAN. Unitholders may elect to automatically reinvest their
distributions, if any (other than the final distribution in connection with the
termination of the Trust) into additional units of the Trust at a reduced sales
charge of 1.00%.

UNDERWRITING. McLaughlin, Piven, Vogel Securities, Inc., 30 Wall Street, New
York, New York 10005, will act as Underwriter for all of the Units of
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap Series
II.

A-5
<PAGE>

MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
THE PINNACLE TRUST LARGE CAP SERIES II

STATEMENT OF FINANCIAL CONDITION AS OF JANUARY 4, 1999

ASSETS

<TABLE>
<S> <C>
Investment in Securities -- Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit (cost $150,346)
(Note 1)............................................................ $150,346
Cash................................................................... 209
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Total.................................................................. $150,555
========

LIABILITIES AND INTEREST OF UNITHOLDERS

Reimbursement to Sponsors for Organization Costs (Note 2).............. $ 209
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Interest of Unitholders -- Units of Fractional
Undivided Interest Outstanding (Pinnacle Trust: 15,617 Units)........ 150,346
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Total.................................................................. $150,555
========
Net Asset Value per Unit............................................... $ 9.63
========
</TABLE>
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NOTES TO STATEMENT OF FINANCIAL CONDITION:
The preparation of financial statements in accordance with generally accepted
accounting principles requires Trust management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results
could differ from those estimates.

(1) McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap
Series II (the "Trust") is a unit investment trust created under the laws of
the State of New York and registered under the Investment Company Act of 1940.
The objective of the Trust, jointly sponsored by McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc. (the "Sponsors"), is to
maximize total return through capital appreciation and current dividend income.
On January 5, 1999, the "Date of Deposit", Portfolio Deposits were received by
The Chase Manhattan Bank, the Trust's Trustee, in the form of executed
securities transactions, in exchange for units of the Trust. An irrevocable
letter of credit issued by BankBoston in an amount of $200,000 has been
deposited with the Trustee for the benefit of the Trust to cover the purchases
of such Securities as well as any outstanding purchases of previously-sponsored
unit investment trusts of the Sponsors. Aggregate cost to the Trust of the
Securities listed in the Portfolio is determined by the Trustee on the basis
set forth under "Public Offering -- Offering Price" as of 4:00 p.m. on January
4, 1999. The Trust will terminate on April 10, 2000 or earlier under certain
circumstances as further described in the Prospectus.

(2) A portion of the Public Offering Price consists of cash in an amount
sufficient to reimburse the Sponsors for the per Unit portion of all or part of
the costs of establishing the Trust. These costs have been estimated at $1.34
per 100 Units for the Trust. A payment will be made as of the close of the
initial public offering period to an account maintained by the Trustee from
which the obligation of the investors to the Sponsors will be satisfied. To the
extent that actual organization costs are less than the estimated amount, only
the actual organization costs will be deducted from the assets of the Trust.

A-6
<PAGE>

MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
THE PINNACLE TRUST LARGE CAP SERIES II

PORTFOLIO

AS OF JANUARY 4, 1999

<TABLE>
<CAPTION>
MARKET
VALUE OF
STOCKS AS A
PERCENTAGE CURRENT MARKET COST OF
PORTFOLIO NUMBER OF TICKER OF THE DIVIDEND VALUE SECURITIES TO
NO. SHARES NAME OF ISSUER(1) SYMBOL TRUST(2) YIELD(3) PER SHARE THE TRUST(4)
--------- --------- ----------------- ------ ----------- -------- --------- -------------
<C> <C> <S> <C> <C> <C> <C> <C>
1. 444 Caterpillar Inc. CAT 13.99% 2.53% $47.3750 $ 21,035
2. 37 Chevron Corporation CHV 2.01 2.97 82.0625 3,036
3. 380 E.I. du Pont de Nemours DD 13.96 2.53 55.2500 20,995
& Company
4. 43 Eastman Kodak Company EK 2.04 2.47 71.1875 3,061
5. 42 Exxon Corporation XON 2.03 2.26 72.6250 3,050
6. 43 General Motors GM 2.03 2.82 70.8750 3,048
Corporation
7. 976 The Goodyear Tire & GT 33.92 2.30 52.2500 50,996
Rubber Co.
8. 29 J.P. Morgan & Company JPM 2.07 3.69 107.1875 3,109
9. 282 Minnesota Mining &
Manufacturing Co. MMM 14.00 2.95 74.6250 21,044
10. 399 Philip Morris Companies, MO 13.95 3.35 52.5625 20,972
Inc.
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Total Investment in 100% $150,346
Securities
===== ========
</TABLE>

FOOTNOTES TO PORTFOLIO
(1) Contracts to purchase the Securities were entered into on January 4, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be January 8, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Current Dividend Yield for each security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend received on the security
and dividing the result by its market value as of the close of trading on
January 4, 1999.
(4) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsors' Purchase Price is $150,595. The Sponsors' Loss on
the Initial Date of Deposit is $249.

The accompanying notes form an integral part of the Financial Statements.

A-7
<PAGE>

REPORT OF INDEPENDENT AUDITORS

THE UNITHOLDERS, SPONSORS AND TRUSTEE
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
THE PINNACLE TRUST LARGE CAP SERIES II

We have audited the accompanying Statement of Financial Condition of
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap Series
II, including the Portfolio, as of January 4, 1999. This financial statement is
the responsibility of the Trust's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation with The Chase Manhattan Bank, Trustee, of an irrevocable letter
of credit deposited for the purchase of securities, as shown in the financial
statement as of January 4, 1999. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of McLaughlin, Piven, Vogel
Family of Trusts, The Pinnacle Trust Large Cap Series II, at January 4, 1999,
in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

New York, New York
January 4, 1999

A-8
<PAGE>

ONE CONVENIENT TRUST COMPRISED OF THREE STRATEGIES THAT HAVE HISTORICALLY
"BEATEN THE DOW"

THE TRUST

Investing in the stock market has proven year after year to be a good way to
beat inflation. The Dow Jones Industrial Average (DJIA)* is a leading stock
market indicator that provides the data for this fact. This average is a
sampling of thirty stocks that represent some of the largest and strongest
companies in the world. Their long record of steady earnings, financial
resources and economic power have earned them the investor confidence that has
given them the nickname "blue chip" stocks.

THE TRUST'S CONCEPT

The Trust's concept is a simple one: To create a portfolio which combines
these three "winning" strategies. The diversification of the Top Ten stocks
combined with a concentration of the higher yielding Penultimate Pick and the
Focus Five stocks gives the Trust the opportunity to produce above average
returns. The portfolio is held for approximately 15 months and then it is
liquidated. (For more information see "Options at termination" below.)

THE STRATEGY

Now you have the opportunity to invest in three strategies simultaneously
that have been proven to "beat" the DJIA without having to spend the time,
effort and money to buy each stock individually. The Pinnacle Trust Large Cap
Series II is a unit investment trust portfolio designed to take advantage of
three winning strategies. Historically, these three strategies have each
individually beaten the returns of the DJIA over the past twenty-five years.
The first strategy is to pick the ten highest-yielding stocks of the thirty
stocks that are contained in the DJIA. These are the Top Ten. The second
strategy is to choose the five lowest priced stocks of the Top Ten. These are
called the Focus Five. The last strategy is to choose the second lowest priced
stock of the Focus Five. This is the Penultimate Pick. The strategies are
combined to produce a portfolio of ten stocks with 20% of the Trust invested in
the Top Ten, 60% in the Focus Five and 20% in the Penultimate Pick. Although
stocks are purchased in equal dollar amounts, actual weightings of the
strategies and stocks overlap because the Penultimate Pick is included in the
Focus Five and both are included in the Top Ten. The charts show the effect
these strategies may have on your investment. For example, if in 1973 you had
hypothetically invested $10,000 in the DJIA, your investment would be worth
approximately $213,856 ($99,233 net of sales charges and expenses) today. But,
if you had hypothetically invested the same $10,000 applying this triple
strategy, your investment would be worth approximately $1,527,400 ($750,390 net
of sales charges and Trust expenses) today. These hypothetical returns do not
include commissions and taxes or reflect the effect of market fluctuations if a
stock in the portfolio of one of the strategies was sold at any point in time.
There can be no assurance that these results will be achieved as past
performance is no guarantee of future results.
- --------
* The DJIA is the property of Dow Jones & Company, Inc. and the company is not
affiliated with the Sponsors and has not participated in any way in the
creation of the trust or in the portfolio and has not approved any
information included herein.

(i)
<PAGE>

CHART A CHART B

CHART C CHART D

The charts assume that all dividends during the one year are reinvested at the
end of that year. The performance of the hypothetical Trust in charts C and D
are net of sales charges (3.595% for first year, and 3.095% for each subsequent
year) and estimated expenses of .260%. For a complete explanation to calculate
the hypothetical performance of the Triple Strategy, see "Comparison of Total
Returns" in Part B. There can be no assurance that the Trust will outperform
the DJIA over its 15-month life or over consecutive roll over periods, if
available. The strategy outperformed the DJIA in 18 out of the past 25 years
(14 years if trust sales charges and expenses were deducted from the
Hypothetical Triple Strategy Trust performance). (Of course, that also means
the strategy underperformed the DJIA in seven of those years).

(ii)
<PAGE>

TRIPLE STRATEGY TRUST INVESTING

Time Invested vs. Investment Timing -- This Trust is based on the theory that
you are rolling over your units at termination. The Trust may not exceed the
DJIA in any one year or consecutive roll over periods, if available; however,
historically, long term cumulative returns from this philosophy beat the DJIA.
It's not the timing of the purchase that counts, it's the length of time that
you are invested.
Contrarian Reasoning -- Buy what others are selling.
Dividends Count -- Dividends contribute greatly to your total return.
Layered Strategies Work -- Look at the charts and notice how the DJIA has been
beaten by these strategies. It is our opinion that if one strategy works well,
then three strategies may work better.

FEATURES

. Convenience -- Ownership of ten blue chip stocks with the ease of a single
purchase.
. Liquidity -- You may sell your units on any business day at the then current
net asset value. However, since market values fluctuate, your units may be
worth more or less than your original investment.
. Low minimum investment -- May be as low as $1,000.
. Options at termination -- You may receive cash, stock-in-kind (unitholders
owning 2,500 units or more) or roll your proceeds into a new Pinnacle Trust
Series, if available, at a reduced sales charge. Unitholders may be subject
to tax liability at Trust Termination.
. No management fees -- This is an unmanaged portfolio and therefore no
additional management fees are charged.

RISK CONSIDERATIONS

An investment in Units of the Trust should be made with an understanding of
the risks associated with investments in common stocks, which include the risk
that the financial condition of the issuers may become impaired or that the
general condition of the stock market may worsen. In addition, because the
Trust may be considered to be "concentrated" in stocks of companies deriving a
substantial portion of their income from a single industry, and that the
combination of the three investment strategies causes the Trust to be
"concentrated" in the Penultimate Pick, investors should consider the greater
risk of such concentrations and the effect on their investment versus a more
diversified portfolio and compare those returns before making an investment
decision.

(iii)
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
THE PINNACLE TRUST LARGE CAP SERIES II

- --------------------------------------------------------------------------------

PROSPECTUS PART B

PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

THE TRUST

ORGANIZATION. McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust
Large Cap Series II consists of a "unit investment trust" designated as set
forth in Part A. The Trust was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement (the "Trust Agreement"), dated the
Initial Date of Deposit, among McLaughlin, Piven, Vogel Securities, Inc. and
Reich & Tang Distributors, Inc., as Sponsors, and The Chase Manhattan Bank, as
Trustee.

On the Initial Date of Deposit, the Sponsors deposited with the Trustee
common stock, including funds and delivery statements relating to contracts for
the purchase of certain such securities (collectively, the "Securities") with
an aggregate value as set forth in Part A and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases. Thereafter the Trustee, in exchange for the Securities so deposited,
has registered on the registration books of the Trust evidence of the Sponsors'
ownership of all Units of the Trust. The Sponsors have a limited right to
substitute other securities in the Trust portfolio in the event of a failed
contract. See "The Trust -- Substitution of Securities." The Sponsors may also,
in certain circumstances, direct the Trustee to dispose of certain Securities
if the Sponsors believe that, because of market or credit conditions, or for
certain other reasons, retention of the Security would be detrimental to
Unitholders. See "Trust Administration Portfolio -- Supervision."

As of the Initial Date of Deposit, a "Unit" represents an undivided interest
or pro rata share in the Securities and cash of the Trust in the ratio of one
hundred Units for the indicated amount of the aggregate market value of the
Securities initially deposited in the Trust as is set forth in the "Summary of
Essential Information." As additional Units are issued by the Trust as a result
of the deposit of Additional Securities, as described below, the aggregate
value of the Securities in the Trust will be increased and the fractional
undivided interest in the Trust represented by each Unit will be decreased. To
the extent that any Units are redeemed by the Trustee, the fractional undivided
interest or pro rata share in such Trust represented by each unredeemed Unit
will increase, although the actual interest in such Trust represented by such
fraction will remain unchanged. Units will remain outstanding until redeemed
upon tender to the Trustee by Unitholders, which may include the Sponsors, or
until the termination of the Trust Agreement.

DEPOSIT OF ADDITIONAL SECURITIES. With the deposit of the Securities in the
Trust on the Initial Date of Deposit, the Sponsors established a proportionate
relationship among the initial aggregate value of specified Securities in the
Trust. During the 90 days subsequent to the Initial Date of Deposit (the
"Deposit Period"), the Sponsors may deposit additional Securities in the Trust
that are substantially similar to the Securities already deposited in the Trust
("Additional Securities"), contracts to purchase Additional Securities

B-1
<PAGE>

or cash with instructions to purchase Additional Securities, in order to create
additional Units, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio on the Initial Date of Deposit. These additional Units, which
will result in an increase in the number of Units outstanding, will each
represent, to the extent practicable, an undivided interest in the same number
and type of securities of identical issuers as are represented by Units issued
on the Initial Date of Deposit. It may not be possible to maintain the exact
original proportionate relationship among the Securities deposited on the
Initial Date of Deposit because of, among other reasons, purchase requirements,
changes in prices, or unavailability of Securities. The composition of the
Trust portfolio may change slightly based on certain adjustments made to
reflect the disposition of Securities and/or the receipt of a stock dividend, a
stock split or other distribution with respect to such Securities, including
Securities received in exchange for shares or the reinvestment of the proceeds
distributed to Unitholders. Deposits of Additional Securities in the Trust
subsequent to the Deposit Period must replicate exactly the existing
proportionate relationship among the number of shares of Securities in the
Trust portfolio. Substitute Securities may be acquired under specified
conditions when Securities originally deposited in the Trust are unavailable
(see "The Trust -- Substitution of Securities" below).

OBJECTIVE. The objective of the Trust is to maximize total return through
capital appreciation and current dividend income. The Trust seeks to achieve
its objective by attempting to outperform the Dow Jones Industrial Average
("DJIA") (which is not affiliated with the Sponsors) by creating a portfolio
that combines the following three investment strategies: (1) investing in the
DJIA's ten (10) common stocks having the highest dividend yield (the "Top
Ten"), (2) investing in the DJIA's five (5) common stocks having the lowest per
share stock price of the Top Ten (the "Focus Five") and (3) investing in a
single stock which is the DJIA's second-lowest priced of the Focus Five (the
"Penultimate Pick"); each determined as of two business days prior to the
Initial Date of Deposit. The combination of the three investment strategies is
hereinafter referred to as the "Triple Strategy".The Trust's portfolio will be
comprised of ten (10) stocks. Approximately 20% of the Trust's assets will be
comprised of the Top Ten, approximately 60% will be comprised of the Focus Five
and approximately 20% will be comprised of the Penultimate Pick. Within these
three categories, stocks will be purchased in approximately equal dollar
amounts. Due to the fact that all of the Focus Five are also represented in the
Top Ten, and that the Penultimate Pick appears in both the Focus Five and Top
Ten, overlap will result in a difference in the actual weighting of the stocks
in the portfolio as well as the actual weighting of the three strategies
relative to each other in the portfolio on the Initial Date of Deposit. For the
actual percentage of each stock in the portfolio, see "Portfolio" in Part A.
(Also see "The Trust -- Objective" and "The Trust -- The Securities" in Part
B.) As used herein, the term "highest dividend yield" means the yield for each
Security calculated by annualizing the last quarterly or semi-annual ordinary
dividend distributed on that Security and dividing the result by the market
value of that Security as of two business days prior to the Initial Date of
Deposit. This rate is historical, and there is no assurance that any dividends
will be declared or paid in the future on the Securities in the Trust. As used
herein, the term "Securities" means the common stocks initially deposited in
the Trust and described in "Portfolio" in Part A and any additional common
stocks acquired and held by the Trust pursuant to the provisions of the
Indenture.

Investing in DJIA stocks with the highest dividend yields may be effective in
achieving the Trust's investment objective because regular dividends are common
for established companies and dividends have accounted for a substantial
portion of the total return on DJIA stocks as a group. There can be no
assurance that the dividend rates will be maintained. Reduction or elimination
of a dividend could adversely affect the stock price as well. Purchasing a
portfolio of these stocks as opposed to one or two stocks can achieve a more
diversified holding. There is only one investment decision instead of ten. An
investment in the Trust can be

B-2
<PAGE>

cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. An investment in a number of companies with high dividends
relative to their stock prices is designed to increase the Trust's potential
for higher returns. The Trust's return will consist of a combination of capital
appreciation and current dividend income. The Trust will terminate in
approximately fifteen months, at which time investors may choose to either
receive the distributions in kind (if they own at least 2,500 Units), in cash
or reinvest in a subsequent series of Pinnacle Trusts (if available) at a
reduced sales charge. Further, the Securities may appreciate or depreciate in
value, dependent upon the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
Investors should note that the Trust's selection criteria was applied to the
Securities two business days prior to the Initial Date of Deposit. Since the
Sponsors may deposit additional Securities in connection with the sale of
additional Units, the yields on these Securities may change subsequent to the
Initial Date of Deposit. Therefore, there is no guarantee that the objective of
the Trust will be achieved.

THE SECURITIES. Each of the Securities has been taken from the Dow Jones
Industrial Average ("DJIA"). The DJIA comprises 30 common stocks chosen by the
editors of The Wall Street Journal as representative of the broad market and of
American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock exchange
or any official agency. For the sake of continuity, changes are made rarely.
Most substitutions have been the result of mergers, but from time to time,
changes may be made to achieve a better representation. The components of the
DJIA may be changed at any time for any reason. Any changes in the components
of the DJIA after the date of this Prospectus will not cause a change in the
identity of the common stocks included in the Trust's portfolio, including any
Additional Securities deposited in the Trust.

The first DJIA, consisting of 12 stocks, was published in The Wall Street
Journal in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. For two periods of 17 consecutive years each, there were no changes to
the list: March 1939-July 1956 and June 1959-August 1976. The DJIA last changed
on March 17, 1997.

<TABLE>
<CAPTION>
Stocks Currently Comprising the DJIA
------------------------------------
<C> <S>
AT&T Corporation Hewlett-Packard Co.
International Business Machines
Allied Signal Corporation
Aluminum Company of America International Paper Company
American Express Company Johnson & Johnson
Boeing Company J.P. Morgan & Company
Caterpillar Inc. McDonald's Corporation
Chevron Corporation Merck & Company, Inc.
Minnesota Mining & Manufacturing
Citigroup Inc. Company
Coca-Cola Company Philip Morris Companies, Inc.
E.I. du Pont de Nemours & Company Proctor & Gamble Company
Eastman Kodak Company Sears, Roebuck & Company
Exxon Corporation Union Carbide Corporation
General Electric Company United Technologies Corporation
General Motors Corporation Wal-Mart Stores, Inc.
Goodyear Tire & Rubber Company Walt Disney Company
</TABLE>

B-3
<PAGE>

The yield for each Security was calculated by annualizing the last quarterly
or semi-annual ordinary dividend distributed and dividing the result by the
market value of the Security as of two business days prior to the Initial Date
of Deposit. This formula (an objective determination) served as the basis for
the Sponsors' selection of the Top Ten. The companies represented in the Trust
are some of the most well-known and highly capitalized companies in America.
The Securities were selected irrespective of any research recommendation by the
Sponsors. Investing in the stocks of the DJIA may be effective as well as
conservative because regular dividends are common for established companies and
dividends have accounted for a substantial portion of the total return on
stocks comprising the DJIA.

Although the McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust
Large Cap Series II was not available until this year, during the last 25
years, the strategy of investing in approximately equal values of the ten
highest yielding stocks each year generally would have yielded a higher total
return than an investment in all 30 stocks which make up the DJIA. The
following table shows the hypothetical performance of investing approximately
equal amounts in each of the Top Ten, Focus Five, Penultimate Pick and the
combined Triple Strategy at the beginning of each year and rolling over the
proceeds. The total returns do not reflect sales charges, commissions or taxes.
These results represent past performance of the Top Ten, Focus Five,
Penultimate Pick and Triple Strategy, and should not be considered indicative
of future results of the Trust. The Trust's annual total return may not exceed
the DJIA in any one year; however, historically, long term cumulative total
returns from these strategies has outperformed the cumulative returns of the
DJIA. The Top Ten, Focus Five, Penultimate Pick and Triple Strategy each
underperformed the DJIA in certain years. Also, investors in the Trust may not
realize as high a total return as on a direct investment in each of the Top
Ten, Focus Five, Penultimate Pick or Triple Strategy since the Trust has sales
charges and expenses and may not be fully invested at all times. Unit prices
fluctuate with the value of the underlying stocks, and there is no assurance
that dividends on these stocks will be paid or that the Units will appreciate
in value.

The following table compares the actual performance of the DJIA and
approximately equal values of each of the Top Ten, Focus Five, Penultimate Pick
or Hypothetical Triple Strategy Trust in each of the past 25 years, as of
December 31 in each of these years:

B-4
<PAGE>

COMPARISON OF TOTAL RETURNS(/1/)
For Calendar Years ending 12/31/97
(Unless indicated, Total Returns do not include sales charges, commissions,
taxes or other expenses)

<TABLE>
<CAPTION>
HYPOTHETICAL
DOW JONES HYPOTHETICAL TRIPLE STRATEGY
CALENDAR INDUSTRIAL TOP TEN FOCUS PENULTIMATE TRIPLE TRUST--NET OF SALES
YEAR AVERAGE OF FIVE OF PICK OF STRATEGY CHARGES
ENDED (DJIA) DJIA(/2/) DJIA(/2/) DJIA(/2/) TRUST(/3/) & EXPENSES(/3/)(/4/)
- -------- ---------- --------- --------- ----------- ------------ --------------------
<S> <C> <C> <C> <C> <C> <C>
1973 -13.10% 3.90% 19.60% 73.40% 27.22% 23.37%
1974 -23.10 -1.30 -3.80 -41.70 -10.88 -14.23
1975 44.40 55.90 70.10 157.20 84.68 81.33
1976 22.70 34.80 40.80 55.10 42.46 39.11
1977 -12.70 0.90 4.50 4.30 3.74 0.39
1978 2.70 -0.10 1.70 1.00 1.20 -2.15
1979 10.50 12.40 9.90 -10.10 6.40 3.05
1980 21.50 27.20 40.50 50.60 39.86 36.51
1981 -3.40 5.00 0.00 27.30 6.46 3.11
1982 25.80 23.60 37.40 95.30 46.22 42.87
1983 25.70 38.70 36.10 36.10 36.62 33.27
1984 1.10 7.60 12.60 -2.80 8.52 5.17
1985 32.80 29.50 37.80 26.40 33.86 30.51
1986 26.90 32.10 27.90 29.60 29.08 25.73
1987 6.00 6.10 11.10 3.30 8.54 5.19
1988 16.00 22.90 18.40 19.50 19.52 16.17
1989 31.70 26.50 10.50 12.90 14.18 10.83
1990 -0.40 -7.60 -15.20 -17.40 -14.12 -17.47
1991 23.90 39.30 61.90 185.60 82.12 78.77
1992 7.40 7.90 23.10 69.10 29.26 25.91
1993 16.80 27.30 34.30 39.10 33.86 30.51
1994 4.90 4.10 8.60 -37.40 -1.50 -4.85
1995 36.40 36.70 30.50 21.70 29.98 26.63
1996 28.90 27.90 26.00 28.10 26.80 23.45
1997 24.70 21.60 20.00 49.90 26.30 22.95
</TABLE>
- ---------------------
(1) Total return does not take into consideration any sales charges,
commissions, expenses or taxes EXCEPT for total returns cited for the
Hypothetical Triple Strategy Trust. The Total Return represents the sum of
Appreciation and Actual Dividend Yield. (i) Appreciation for the Top Ten,
Focus Five and Penultimate Pick is calculated by subtracting the market
value of these stocks as of the first trading day on the New York Stock
Exchange in a given calendar year from the market value of those stocks as
of the last trading day in that calendar year, and dividing the result by
the market value of the stocks as of the first trading day in that calendar
year. Appreciation for the DJIA is calculated by subtracting the opening
value of the DJIA as of the first trading day in each calendar year from
the closing value of the DJIA as of the last trading day in that calendar
year, and dividing the result by the opening value of the DJIA as of the
first trading day in that calendar year. (ii) Actual Dividend Yield for the
Top Ten, Focus Five and Penultimate Pick is calculated by adding the total
dividends received on the stocks in the calendar year and dividing the
result by the market value of the stocks as of the first trading day in
that calendar year. Actual Dividend Yield for the DJIA is calculated by
taking the total dividends credited to the DJIA and dividing the result by
the opening value of the DJIA as of the first trading day in that calendar
year.
(2) The Top Ten, Focus Five and Penultimate Pick in any given calendar year
were selected by ranking the dividend yields for each of the stocks in the
DJIA as of the beginning of that calendar year, based upon an annualization
of the last quarterly or semi-annual regular dividend distribution (which
would have been declared in the preceding calendar year) divided by that
stock's market value on the first trading day on the New York Stock
Exchange in that calendar year.
(3) The Total Return Performance for the Hypothetical Triple Strategy Trust is
calculated by combining the Total Return, as calculated in footnote (1)
above, of the three investment strategies, the Top Ten, Focus Five and
Penultimate Pick, in any given calendar year based upon the same weighted
average which this Trust will be employing: 20% comprised of the Top Ten,
60% of the Focus Five and 20% of the Penultimate Pick. Within these three
categories, stocks will be purchased in approximately equal dollar amounts.
Footnote (2) above describes the selection process of each strategy.
(4) Total Return for Hypothetical Triple Strategy Trust is net of sales charges
(3.595% for the first year, 3.095% for each subsequent year) and estimated
expenses of .260%.
These results represent past performance and should not be considered
indicative of future results of this Trust. Unit prices may fluctuate with
the value of the underlying stocks, and there is no assurance that dividends
on these stock will be paid or that the Units will appreciate in value.
Trust performance will differ from the Hypothetical Triple Strategy Trust
because (i) of commissions, (ii) the portfolio is established and liquidated
at different times during the year, (iii) stocks may be purchased and sold
at prices different from those used in determining unit price, (iv) the
Trust may not be fully invested at all times, and (v) stocks may not be
weighted equally. The Triple Strategy Trust may have been concentrated in
different industries than this Trust.

B-5
<PAGE>

The contracts to purchase Securities deposited initially in the Trust are
expected to settle in three business days, in the ordinary manner for such
Securities. Settlement of the contracts for Securities is thus expected to take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.

SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any Security
that has been purchased for the Trust under a contract ("Failed Securities"),
the Sponsors are authorized under the Trust Agreement to direct the Trustee to
acquire other securities ("Substitute Securities") to make up the original
corpus of the Trust.

The Substitute Securities must be purchased within 20 days after delivery of
the notice of the failed contract. Where the Sponsors purchase Substitute
Securities in order to replace Failed Securities, the purchase price may not
exceed the purchase price of the Failed Securities and the Substitute
Securities must be substantially similar to the Securities originally
contracted for and not delivered.

Whenever a Substitute Security has been acquired for the Trust, the Trustee
shall, within five days thereafter, notify all Unitholders of the Trust of the
acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the
Failed Security exceeded the cost of the Substitute Security.

In the event no substitution is made, the proceeds of the sale of Securities
will be distributed to Unitholders as set forth under "Rights of Unitholders --
Distributions." In addition, if the right of substitution shall not be
utilized to acquire Substitute Securities in the event of a failed contract,
the Sponsor will cause to be refunded the sales charge attributable to such
Failed Securities to all Unitholders, and distribute the principal and
dividends, if any, attributable to such Failed Securities on the next
Distribution Date.

RISK CONSIDERATIONS

FIXED PORTFOLIO. The value of the Units will fluctuate depending on all of
the factors that have an impact on the economy and the equity markets. These
factors similarly impact the ability of an issuer to distribute dividends.
Unlike a managed investment company in which there may be frequent changes in
the portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trust, are not subject to
such frequent changes based upon continuous analysis. All the Securities in the
Trust are liquidated or distributed during the Liquidation Period. Since the
Trust will not sell Securities in response to ordinary market fluctuation, but
only at the Trust's termination or upon the occurrence of certain events, the
amount realized upon the sale of the Securities may not be the highest price
attained by an individual Security during the life of the Trust. Some of the
Securities in the Trust may also be owned by other clients of the Sponsors and
their affiliates. However, because these clients may have differing investment
objectives, the Sponsors may sell certain Securities from those accounts in
instances where a sale by the Trust would be impermissible, such as to maximize
return by taking advantage of market fluctuations. Investors should consult
with their own financial advisers prior to investing in the Trust to determine
its suitability. (See "Trust Administration -- Portfolio Supervision" below.)

ADDITIONAL SECURITIES. Investors should be aware that in connection with the
creation of additional Units subsequent to the Initial Date of Deposit, the
Sponsors may deposit Additional Securities, contracts to purchase Additional
Securities or cash with instructions to purchase Additional Securities, in each
instance maintaining the original proportionate relationship, subject to
adjustment under certain circumstances, of the numbers of shares of each
Security in the Trust. To the extent the price of a Security increases or

B-6
<PAGE>

decreases between the time cash is deposited with instructions to purchase the
Security and the time the cash is used to purchase the Security, Units may
represent less or more of that Security and more or less of the other
Securities in the Trust. Brokerage fees (if any) incurred in purchasing
Securities with cash deposited with instructions to purchase the Securities
will be an expense of the Trust.

Price fluctuations between the time of deposit and the time the Securities
are purchased, and payment of brokerage fees, will affect the value of every
Unitholder's Units and the Income per Unit received by the Trust. In
particular, Unitholders who purchase Units during the initial offering period
would experience a dilution of their investment as a result of any brokerage
fees paid by the Trust during subsequent deposits of Additional Securities
purchased with cash deposited. In order to minimize these effects, the Trust
will try to purchase Securities as near as possible to the Evaluation Time or
at prices as close as possible to the prices used to evaluate Trust Units at
the Evaluation Time.

In addition, subsequent deposits to create such additional Units will not be
covered by the deposit of a bank letter of credit. In the event that the
Sponsors do not deliver cash in consideration for the additional Units
delivered, the Trust may be unable to satisfy its contracts to purchase the
Additional Securities. The failure of the Sponsors to deliver cash to the
Trust, or any delays in the Trust receiving such cash, may have significant
adverse consequences for the Trust.

COMMON STOCK. Since the Trust contains common stocks of domestic issuers, an
investment in Units of the Trust should be made with an understanding of the
risks inherent in any investment in common stocks including the risk that the
financial condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in
the value of the Units). Additional risks include those associated with the
right to receive payments from the issuer which is generally inferior to the
rights of creditors of, or holders of debt obligations or preferred stock
issued by the issuer. Holders of common stocks have a right to receive
dividends only when, if, and in the amounts declared by the issuer's board of
directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.

Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of principal,
interest and dividends which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock or the economic
interest of holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (which value will be subject to
market fluctuations prior thereto), common stocks have neither fixed principal
amount nor a maturity and have values which are subject to market fluctuations
for as long as the common stocks remain outstanding. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government, economic,

B-7
<PAGE>

monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.
The value of the common stocks in the Trust thus may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the Initial Date of Deposit.

PENULTIMATE PICK. The Trust will be "concentrated" in the common stock of the
Penultimate Pick. Information regarding such company is available by inspecting
or copying certain reports, proxies and informational statements and other
information filed by such company in accordance with the Securities Exchange
Act of 1934 at the public reference facilities maintained at the Securities and
Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies can be obtained from the Public Reference Section of the
Securities and Exchange Commission at the same address at prescribed rates.

TIRE AND RUBBER MANUFACTURING COMPANIES. The Trust may be considered to be
concentrated in the common stock of a company engaged in the tire and rubber
manufacturing industry and, as a result, the value of the Units of the Trust
may be susceptible to various factors affecting this industry. This industry
involves companies who: (i) produce tires for various commercial and retail
uses (ii) process and sell natural rubber (iii) develop, manufacture,
distribute and sell various rubber products and (iv) produce and sell other
miscellaneous rubber products.

Factors which could adversely affect companies in the tire and rubber
industry include, but are not limited to, (1) products may be subject to rapid
obsolescence; (2) various environmental and occupational health and safety laws
and regulations can be expensive to comply with and result in significant
liability if not complied with; (3) changes in legislation could adversely
affect a company; (4) competition on a global scale may subject companies
within this industry to the added risks of foreign markets, particularly risks
associated with foreign economic crises and political unrest; (5) intense
competition within the industry both domestically and internationally can lead
to intense price competition and reduced profit margins; and (6) a shortage in
the sources and availability of raw materials that are used in manufacturing
the various rubber products could lead to an increase in production costs and
decreased ability to compete.

The Sponsors believe that the information summarized above for the tire and
rubber manufacturing companies describes some of the more significant aspects
relating to the risks associated with investing in the Trust which may have a
"concentration" in this industry. The sources of such information are obtained
from research reports as well as other publicly available documents. While the
Sponsors have not independently verified this information, they have no reason
to believe that such information is not correct in all material respects.

YEAR 2000 ISSUE. Many existing computer programs use only two digits to
identify a year in the date field and were designed and developed without
considering the impact of the upcoming change in the century. Therefore, for
example, the year "2000" would be incorrectly identified as the year "1900". If
not corrected, many computer applications could fail or create erroneous
results by or at the Year 2000, requiring substantial resources to remedy. The
Sponsors and Trustee believe that the "Year 2000" problem is material to their
business and operations and have a material adverse effect on the Sponsors' and
the Trustee's results of operations and, in turn, cash available for
distribution by the Trustee. Although the Sponsors and the Trustee are
addressing the problem with respect to their business operations, there can be
no assurance that the "Year 2000" problem will be properly or timely resolved.
The "Year 2000" problem may also adversely affect issuers of the Securities
contained in the Trust to varying degrees based upon various factors. The
Sponsors are unable to predict what effect, if any, the "Year 2000" problem
will have on such issuers.

B-8
<PAGE>

LEGISLATION. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in the Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to the
environment or with respect to the petroleum industry, may have a negative
impact on certain companies represented in the Trust. Future legislation,
regulation or deregulation may have a material adverse effect on the Trust or
may impair the ability of the issuers of the Securities to achieve their
business goals.

LEGAL PROCEEDINGS AND LITIGATION. At any time after the Initial Date of
Deposit, legal proceedings may be initiated on various grounds, or legislation
may be enacted, with respect to the Securities in the Trust or to matters
involving the business of the issuer of the Securities. Future legal
proceedings or legislation may have a material adverse impact on the Trust or
may impair the ability of the issuers of the Securities to achieve their
business and investment goals.

PUBLIC OFFERING

OFFERING PRICE. In calculating the Public Offering Price, the aggregate value
of the Securities and any cash held to purchase Securities is divided by the
number of Units outstanding. In addition, during the initial offering period a
portion of the Public Offering Price per 100 Units also consists of cash in an
amount sufficient to pay the per 100 Units portion of all or a part of the cost
incurred in organizing and offering the Trust. See "Trust Expenses and
Charges." The aggregate value of the Securities is determined in good faith by
the Trustee on each "Business Day" as defined in the Indenture in the following
manner: because the Securities are listed on a national securities exchange,
this evaluation is based on the last sale price on that exchange as of the
Evaluation Time (unless the Trustee deems these prices inappropriate as a basis
for valuation). If the Trustee deems these prices inappropriate as a basis for
evaluation, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or by such other appraisal deemed
appropriate by the Trustee or (c) by any combination of the above, each as of
the Evaluation Time.

VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount from the
Public Offering Price during the initial public offering based upon the number
of Units purchased. This volume discount will result in a reduction of the
sales charge applicable to such purchases. The approximate reduced sales charge
on the Public Offering Price applicable to such purchases are as follows:

<TABLE>
<CAPTION>
APPROXIMATE
REDUCED
SALES
NUMBER OF UNITS CHARGE
--------------- -----------
<S> <C>
25,000 but less than 50,000 3.245%
50,000 but less than 100,000 2.995%
100,000 or more 2.745%
</TABLE>

For transactions of at least 100,000 Units or more, the Sponsors intends to
negotiate the applicable sales charge and such charge will be disclosed to any
such purchaser.

These discounts will apply to all purchases of Units by the same purchaser
during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount

B-9
<PAGE>

provided that such purchaser must own at least the required number of Units at
the time such determination is made. Units held in the name of the spouse of
the purchaser or in the name of a child of the purchaser under 21 years of age
are deemed for the purposes hereof to be registered in the name of the
purchaser. The discount is also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.

The holders of units of prior series of Pinnacle Trusts (the "Prior Series")
may "rollover" into this Trust by exchanging units of the Prior Series for
Units of the Trust at their relative net asset values plus the applicable sales
charge. Unitholders maintaining an account at McLaughlin, Piven, Vogel
Securities, Inc. exercising this option, may purchase such Units subject to a
reduced sales charge of 3.095%. An exchange of a Prior Series for Units of the
Trust will generally be a taxable event. The rollover option described herein
will also be available to investors in the Prior Series who elect to purchase
Units of the Trust (see "Trust Termination").

Unitholders with a brokerage account at McLaughlin, Piven, Vogel Securities,
Inc. will receive one commission-free trade to buy equity securities any time
following the first settlement date of the Trust (see "Summary of Essential
Information" in Part A). Unitholders executing a commission-free trade to buy
equity securities will be charged a $14.50 processing fee.

Investors who purchase Units of the Trust through an IRA, Keogh Plan, pension
fund or other qualified retirement plan maintained at McLaughlin, Piven, Vogel
Securities, Inc. will be subject to a reduced sales charge of 2.0%.

Employees (and their immediate families) of McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc. (and their affiliates) and
of the special counsel to the Sponsors, may, pursuant to employee benefit
arrangements, purchase Units of the Trust without a Sales charge at a price
equal to the aggregate value of the underlying securities in the Trust, divided
by the number of Units outstanding. Such arrangements result in less selling
effort and selling expenses than sales to employee groups of other companies.
Resales or transfers of Units purchased under the employee benefit arrangements
may only be made through the Sponsors' secondary market, so long as it is being
maintained.

DISTRIBUTION OF UNITS. During the initial offering period and thereafter to
the extent additional Units continue to be offered by means of this Prospectus,
Units will be distributed by the Sponsors and dealers at the Public Offering
Price. The initial offering period is thirty days after each deposit of
Securities in the Trust and the Sponsors may extend the initial offering period
for successive thirty day periods. The Sponsors intend to qualify the Units for
sale in certain states.

SPONSORS' PROFITS. The Sponsors will receive a combined gross underwriting
commission equal to up to 3.595% of the Public Offering Price per 100 Units
(equivalent to 3.729% of the net amount invested in the Securities).
Additionally, the Sponsors may realize a profit on the deposit of the
Securities in the Trust representing the difference between the cost of the
Securities to the Sponsors and the cost of the Securities to the Trust (See
"Portfolio"). The Sponsors may realize profits or sustain losses with respect
to Securities deposited in the Trust which were acquired from underwriting
syndicates of which they were a member. All or a portion of the Securities
deposited in the Trust may have been acquired through the Sponsors.

During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the Underwriter may
also realize profits or sustain losses as a result of fluctuations after the
Initial Date of Deposit in the aggregate value of the Securities and hence in
the Public Offering Price

B-10
<PAGE>

received by the Sponsors for the Units. Cash, if any, made available to the
Sponsors prior to settlement date for the purchase of Units may be used in the
Sponsors' business subject to the limitations of 17 CFR 240.15c3-3 under the
Securities Exchange Act of 1934 and may be of benefit to the Sponsors.

Both upon acquisition of Securities and termination of the Trust, the Trustee
may utilize the services of the Sponsors for the purchase or sale of all or a
portion of the Securities in the Trust. The Sponsors may receive brokerage
commissions from the Trust in connection with such purchases and sales in
accordance with applicable law.

In maintaining a market for the Units (see "Sponsors Repurchase") the
Sponsors will realize profits or sustain losses in the amount of any difference
between the price at which it buys Units and the price at which it resells such
Units.

RIGHTS OF UNITHOLDERS

BOOK-ENTRY UNITS. Ownership of Units of the Trust will not be evidenced by
certificates. All evidence of ownership of the Units will be recorded in book-
entry form at The Depository Trust Company ("DTC") through an investor's
McLaughlin, Piven, Vogel brokerage account. Units held through DTC will be
deposited by the Sponsors with DTC in the McLaughlin, Piven, Vogel DTC account
and registered in the nominee name CEDE & CO. Individual purchases of
beneficial ownership interest in the Trust will be made in book-entry form
through DTC. Ownership and transfer of Units will be evidenced and accomplished
directly and indirectly only by book-entries made by DTC and its participants.
DTC will record ownership and transfer of the Units among DTC participants and
forward all notices and credit all payments received in respect of the Units
held by the DTC participants. Beneficial owners of Units will receive written
confirmation of their purchases and sale from their McLaughlin, Piven, Vogel
representative. Transfer, and the requirements therefor, will be governed by
the applicable procedures of DTC and the Unitholder's agreement with the DTC
participant in whose name the Unitholder's Units are registered on the transfer
records of DTC.

DISTRIBUTIONS. Dividends received by the Trust are credited by the Trustee to
an Income Account for the Trust. Other receipts, including the proceeds of
Securities disposed of, are credited to a Principal Account for the Trust.

Distributions to each Unitholder from the Income Account are computed as of
the close of business on each Record Date for the following payment date and
consist of an amount substantially equal to such Unitholder's pro rata share of
the income credited to the Income Account, less expenses. Distributions from
the Principal Account of the Trust (other than amounts representing failed
contracts, as previously discussed) will be computed as of each Record Date,
and will be made to the Unitholders of the Trust on or shortly after the
Distribution Date. Proceeds representing principal received from the
disposition of any of the Securities between a Record Date and a Distribution
Date which are not used for redemptions of Units will be held in the Principal
Account and not distributed until the next Distribution Date. Persons who
purchase Units between a Record Date and a Distribution Date will receive their
first distribution on the Distribution Date after such purchase.

As of each Record Date, the Trustee will deduct from the Income Account of
the Trust, and, to the extent funds are not sufficient therein, from the
Principal Account of the Trust, amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trust. Amounts so
withdrawn

B-11
<PAGE>

shall not be considered a part of such Trust's assets until such time as the
Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.

The dividend distribution per 100 Units, if any, cannot be anticipated and
may be paid as Securities are redeemed, exchanged or sold, or as expenses of
the Trust fluctuate. No distribution need be made from the Income Account or
the Principal Account unless the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.

RECORDS. The Trustee shall furnish Unitholders in connection with each
distribution a statement of the amount of dividends and interest, if any, and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per 100 Units. Within a reasonable time after the
end of each calendar year, the Trustee will furnish to each person who at any
time during the calendar year was a Unitholder of record, a statement showing
(a) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions
of Units, if any, deductions for applicable taxes and fees and expenses of the
Trust, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trust, amounts paid for purchases
of Substitute Securities and redemptions of Units, if any, and the balance
remaining after such distributions and deductions, expressed both as a total
dollar amount and as a dollar amount representing the pro rata share of each
100 Units outstanding on the last business day of such calendar year; (c) a
list of the Securities held, a list of Securities purchased, sold or otherwise
disposed of during the calendar year and the number of Units outstanding on the
last business day of such calendar year; (d) the Redemption Price per 100 Units
based upon the last computation thereof made during such calendar year; and (e)
amounts actually distributed to Unitholders during such calendar year from the
Income and Principal Accounts, separately stated, of the Trust, expressed both
as total dollar amounts and as dollar amounts representing the pro rata share
of each 100 Units outstanding on the last business day of such calendar year.

The Trustee shall keep available for inspection by Unitholders at all
reasonable times during usual business hours, books of record and account of
its transactions as Trustee, including records of the names and addresses of
Unitholders, a current list of Securities in the portfolio and a copy of the
Trust Agreement.

LIQUIDITY

SPONSORS REPURCHASE. Unitholders who wish to dispose of their Units should
inquire of the Sponsors as to current market prices prior to making a tender
for redemption. The aggregate value of the Securities will be determined by the
Trustee on a daily basis and computed on the basis set forth under "Trustee
Redemption." The Sponsors do not guarantee the enforceability, marketability or
price of any Securities in the Portfolio or of the Units. The Sponsors may
discontinue the repurchase of Units if the supply of Units exceeds demand, or
for other business reasons. The date of repurchase is deemed to be the date on
which redemption requests are received in proper form, by McLaughlin, Piven,
Vogel Securities, Inc., 30 Wall Street, New York, New York 10005 or Reich &
Tang Distributors Inc., 600 Fifth Avenue, New York, New York 10020. Redemption
requests received after 4 P.M., New York Time, will be deemed to have been
repurchased on the next business day. In the event a market is not maintained
for the Units, a Unitholder may be able to dispose of Units only by tendering
them to the Trustee for redemption.

B-12
<PAGE>

Units purchased by the Sponsors in the secondary market may be reoffered for
sale by the Sponsors at a price based on the aggregate value of the Securities
in the Trust plus a 3.595% sales charge (or 3.729% of the net amount invested)
plus a pro rata portion of amounts, if any, in the Income Account. Any Units
that are purchased by the Sponsors in the secondary market also may be redeemed
by the Sponsors if they determine such redemption to be in its best interest.

The Sponsors may, under certain circumstances, as a service to Unitholders,
elect to purchase any Units tendered to the Trustee for redemption (see
"Trustee Redemption"). Factors which the Sponsors will consider in making a
determination will include the number of Units of all Trusts which it has in
inventory, its estimate of the salability and the time required to sell such
Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (three calendar days after
tender), the Sponsors may elect to purchase such Units. Such purchase shall be
made by payment to the Unitholder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.

TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the business
day preceding the commencement of the Liquidation Period (approximately fifteen
months from the Date of Deposit), Units may also be tendered to the Trustee for
redemption upon payment of any relevant tax by contacting the Sponsors holding
such Units in street name. In certain instances, additional documents may be
required, such as trust instrument, certificate of corporate authority,
certificate of death or appointment as executor, administrator or guardian. At
the present time there are no specific taxes related to the redemption of
Units. No redemption fee will be charged by the Sponsors or the Trustee. Units
redeemed by the Trustee will be canceled.

Within three business days following a tender for redemption, the Unitholder
will be entitled to receive an amount for each Unit tendered equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. The "date
of tender" is deemed to be the date on which Units are received by the Trustee,
except that with respect to Units received after the close of trading on the
New York Stock Exchange (4:00 p.m. Eastern Time), the date of tender is the
next day on which such Exchange is open for trading, and such Units will be
deemed to have been tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.

A Unitholder will receive his redemption proceeds in cash and amounts paid on
redemption shall be withdrawn from the Income Account, or, if the balance
therein is insufficient, from the Principal Account. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, could result in a sale of Securities by the Trustee at
a loss. To the extent Securities are sold, the size and diversity of the Trust
will be reduced. The Securities to be sold will be selected by the Trustee in
order to maintain, to the extent practicable, the proportionate relationship
among the number of shares of each Stock. Provision is made in the Indenture
under which the Sponsors may, but need not, specify minimum amounts in which
blocks of Securities are to be sold in order to obtain the best price for the
Trust. While these minimum amounts may vary from time to time in accordance
with market conditions, the Sponsors believe that the minimum amounts which
would be specified would be approximately 100 shares for readily marketable
Securities.

The Redemption Price per Unit is the pro rata share of the Unit in the Trust
determined by the Trustee on the basis of (i) the cash on hand in the Trust or
moneys in the process of being collected, (ii) the value of the Securities in
the Trust as determined by the Trustee, less (a) amounts representing taxes or
other governmental

B-13
<PAGE>

charges payable out of the Trust, (b) the accrued expenses of the Trust and (c)
cash allocated for the distribution to Unitholders of record as of the business
day prior to the evaluation being made. As of the close of the initial public
offering period the Redemption Price per 100 Units will be reduced to reflect
the payment of the per 100 Unit organization costs to the Sponsors. The Trustee
may determine the value of the Securities in the Trust in the following manner:
because the Securities are listed on a national securities exchange, this
evaluation is based on the closing sale prices on that exchange. Unless the
Trustee deems these prices inappropriate as a basis for evaluation or if there
is no such closing purchase price, then the Trustee may utilize, at the Trust's
expense, an independent evaluation service or services to ascertain the values
of the Securities. The independent evaluation service shall use any of the
following methods, or a combination thereof, which it deems appropriate: (a) on
the basis of current bid prices for comparable securities, (b) by appraising
the value of the Securities on the bid side of the market or (c) by any
combination of the above.

Any Unitholder tendering 2,500 Units or more of the Trust for redemption may
request by written notice submitted at the time of tender from the Trustee in
lieu of a cash redemption a distribution of shares of Securities and cash in an
amount and value equal to the Redemption Price Per Unit as determined as of the
evaluation next following tender. To the extent possible, in kind distributions
("In Kind Distributions") shall be made by the Trustee through the distribution
of each of the Securities in book-entry form to the account of the Unitholder's
broker-dealer at DTC. An In Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unitholder will receive his
pro rata number of whole shares of each of the Securities comprising the Trust
portfolio and cash from the Principal Accounts equal to the balance of the
Redemption Price to which the tendering Unitholder is entitled. If funds in the
Principal Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities in the manner
described above.

The Trustee is irrevocably authorized in its discretion, if the Sponsors do
not elect to purchase a Unit tendered for redemption or if the Sponsors tender
a Unit for redemption, in lieu of redeeming such Unit, to sell such Unit in the
over-the-counter market for the account of the tendering Unitholder at prices
which will return to the Unitholder an amount in cash, net after deducting
brokerage commissions, transfer taxes and other charges, equal to or in excess
of the Redemption Price for such Unit. The Trustee will pay the net proceeds of
any such sale to the Unitholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.

The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or trading on that Exchange is restricted or
during which (as determined by the Securities and Exchange Commission) an
emergency exists as a result of which disposal or evaluation of the Bonds is
not reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit. The Trustee and the Sponsors are not
liable to any person or in any way for any loss or damage which may result from
any such suspension or postponement.

A Unitholder who wishes to dispose of his Units should inquire of his broker
in order to determine if there is a current secondary market price in excess of
the Redemption Price.

AUTOMATIC REDEMPTION. In the event a transfer of Units from a Unitholder's
McLaughlin Piven Vogel brokerage account results in the automatic redemption of
those Units, Unitholders will receive an amount equal to the Redemption Price
per Unit computed as of the Evaluation Time set forth under "Summary of
Essential Information" in Part A on the date of transfer. Automatic redemption
proceeds will be paid within three business days following the tender of a
notification of transfer.

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<PAGE>

TRUST ADMINISTRATION

PORTFOLIO SUPERVISION. The Trust is a unit investment trust and is not a
managed fund. Traditional methods of investment management for a managed fund
typically involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolio of the Trust, however,
will not be managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from the portfolio.
Although the portfolio of the Trust is regularly reviewed, because of the
formula employed in selecting the Top Ten, Focus Five and Penultimate Pick, it
is unlikely that the Trust will sell any of the Securities other than to
satisfy redemptions of Units, or to cease buying Additional Securities in
connection with the issuance of additional Units. However, the Trust Agreement
provides that the Sponsors may direct the disposition of Securities upon the
occurrence of certain events including: (1) default in payment of amounts due
on any of the Securities; (2) institution of certain legal proceedings; (3)
default under certain documents materially and adversely affecting future
declaration or payment of amounts due or expected; (4) determination of the
Sponsors that the tax treatment of the Trust as a grantor trust would otherwise
be jeopardized; or (5) decline in price as a direct result of serious adverse
credit factors affecting the issuer of a Security which, in the opinion of the
Sponsors, would make the retention of the Security detrimental to the Trust or
the Unitholders. Furthermore, the Trust will likely continue to hold a Security
and purchase additional shares notwithstanding its ceasing to be included among
the Top Ten, Focus Five and Penultimate Pick, or even its deletion from the
DJIA.

In addition, the Trust Agreement provides as follows:

(a) If a default in the payment of amounts due on any Security occurs
pursuant to provision (1) above and if the Sponsors fail to give immediate
instructions to sell or hold that Security, the Trustee, within 30 days of
that failure by the Sponsors, shall sell the Security.

(b) It is the responsibility of the Sponsors to instruct the Trustee to
reject any offer made by an issuer of any of the Securities to issue new
securities in exchange and substitution for any Security pursuant to a
recapitalization or reorganization, if any exchange or substitution is
effected notwithstanding such rejection, any securities or other property
received shall be promptly sold unless the Sponsors direct that it be
retained.

(c) Any property received by the Trustee after the Initial Date of
Deposit as a distribution on any of the Securities in a form other than
cash or additional shares of the Securities, which shall be retained, or
shall be promptly sold unless the Sponsors direct that it be retained by
the Trustee. The proceeds of any disposition shall be credited to the
Income or Principal Account of the Trust.

(d) The Sponsors are authorized to increase the size and number of Units
of the Trust by the deposit of Additional Securities, contracts to purchase
Additional Securities or cash or a letter of credit with instructions to
purchase Additional Securities in exchange for the corresponding number of
additional Units from time to time subsequent to the Initial Date of
Deposit, provided that the original proportionate relationship among the
number of shares of each Security established on the Initial Date of
Deposit is maintained to the extent practicable. The Sponsors may specify
the minimum numbers in which Additional Securities will be deposited or
purchased. If a deposit is not sufficient to acquire minimum amounts of
each Security, Additional Securities may be acquired in the order of the
Security most under-represented immediately before the deposit when
compared to the original proportionate relationship. If Securities of an
issue originally deposited are unavailable at the time of the subsequent
deposit, the Sponsors may (i) deposit cash or a letter of credit with
instructions to purchase the Security when it becomes available, or (ii)
deposit (or instruct the Trustee to purchase) either Securities of one or
more other issues originally deposited or a Substitute Security.

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<PAGE>

TRUST AGREEMENT AND AMENDMENT. The Trust Agreement may be amended by the
Trustee and the Sponsors without the consent of any of the Unitholders: (1) to
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (2) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor
governmental agency; or (3) to make such other provisions in regard to matters
arising thereunder as shall not adversely affect the interests of the
Unitholders.

The Trust Agreement may also be amended in any respect, or performance of any
of the provisions thereof may be waived, with the consent of investors holding
66 2/3% of the Units then outstanding for the purpose of modifying the rights
of Unitholders; provided that no such amendment or waiver shall reduce any
Unitholder's interest in the Trust without his consent or reduce the percentage
of Units required to consent to any such amendment or waiver without the
consent of the holders of all Units. The Trust Agreement may not be amended,
without the consent of the holders of all Units in the Trust then outstanding,
to increase the number of Units issuable or to permit the acquisition of any
Securities in addition to or in substitution for those initially deposited in
such Trust, except in accordance with the provisions of the Trust Agreement.
The Trustee shall promptly notify Unitholders, in writing, of the substance of
any such amendment.

TRUST TERMINATION. The Trust Agreement provides that the Trust shall
terminate upon the maturity, redemption or other disposition, as the case may
be, of the last of the Securities held in such Trust but in no event is it to
continue beyond the Mandatory Termination Date. If the value of the Trust shall
be less than the minimum amount set forth under "Summary of Essential
Information" in Part A, the Trustee may, in its discretion, and shall, when so
directed by the Sponsors, terminate the Trust. The Trust may also be terminated
at any time with the consent of the investors holding 100% of the Units then
outstanding. The Trustee may utilize the services of the Sponsors for the sale
of all or a portion of the Securities in the Trust, and in so doing, the
Sponsors will determine the manner, timing and execution of the sales of the
underlying Securities. Any brokerage commissions received by the Sponsors from
the Trust in connection with such sales will be in accordance with applicable
law. In the event of termination, written notice thereof will be sent by the
Trustee to all Unitholders. Such notice will provide Unitholders with the
following three options by which to receive their pro rata share of the net
asset value of the Trust and requires their election of one of the three
options by notifying the Trustee by returning a properly completed election
request (to be supplied to Unitholders of at least 2,500 Units prior to the
commencement of the Liquidation Period):

1. A Unitholder who owns at least 2,500 units and whose interest in the
Trust would entitle it to receive at least one share of each underlying
Security will have its Units redeemed on the business day preceding the
commencement of the Liquidation Period by distribution of the Unitholder's
pro rata share of the net asset value of the Trust on such date distributed
in kind to the extent represented by whole shares of underlying Securities
and the balance in cash within three business days next following the
commencement of the Liquidation Period. Unitholders subsequently selling
such distributed Securities will incur brokerage costs when disposing of
such Securities. Unitholders should consult their own tax adviser in this
regard;

2. to receive in cash such Unitholder's pro rata share of the net asset
value of the Trust derived from the sale by the Sponsors as the agents of
the Trustee of the underlying Securities during the Liquidation Period. The
Unitholder's pro rata share of its net assets of the Trust will be
distributed to such Unitholder within three days of the settlement of the
trade of the last Security to be sold; and/or

3. to invest such Unitholder's pro rata share of the net assets of the
Trust derived from the sale by the Sponsors as agents of the Trustee of the
underlying Securities during the Liquidation Period, in units

B-16
<PAGE>

of a subsequent series of The Pinnacle Trusts (the "New Series") provided
one is offered. It is expected that a special redemption and liquidation
will be made of all Units of this Trust held by a Unitholder (a "Rollover
Unitholder") who affirmatively notifies the Trustee on or prior to the
Rollover Notification Date set forth in the "Summary of Essential
Information" for the Trust in Part A. The Units of a New Series will be
purchased by the Unitholder within three business days of the settlement of
the trade for the last Security to be sold. Such purchaser will be entitled
to a reduced sales charge upon the purchase of units of the New Series. It
is expected that the terms of the New Series will be substantially the same
as the terms of the Trust described in this Prospectus, and that similar
options with respect to the termination of such New Series will be
available. The availability of this option does not constitute a
solicitation of an offer to purchase Units of a New Series or any other
security. A Unitholder's election to participate in this option will be
treated as an indication of interest only. At any time prior to the
purchase by the Unitholder of units of a New Series such Unitholder may
change his investment strategy and receive, in cash, the proceeds of the
sale of the Securities. An election of this option will not prevent the
Unitholder from recognizing taxable gain or loss (except in the case of a
loss, if and to the extent the New Series is treated as substantially
identical to the Trust) as a result of the liquidation, even though no cash
will be distributed to pay any taxes. Unitholders should consult their own
tax advisers in this regard.

Unitholders who do not make any election will be deemed to have elected to
receive the termination distribution in cash (option number 2).

The Sponsors have agreed that to the extent they effect the sales of
underlying securities for the Trustee in the case of the second and third
options during the Liquidation Period, these transactions will be free of
brokerage commissions. The Sponsors, on behalf of the Trustee, will sell,
unless prevented by unusual and unforeseen circumstances, such as, among other
reasons, a suspension in trading of a Security, the close of a stock exchange,
outbreak of hostilities and collapse of the economy, by the last business day
of the Liquidation Period. The Redemption Price Per 100 Units upon the
settlement of the last sale of Securities during the Liquidation Period will be
distributed to Unitholders in redemption of such Unitholders' interest in the
Trust.

Depending on the amount of proceeds to be invested in Units of the New Series
and the amount of other orders for Units in the New Series, the Sponsors may
purchase a large amount of securities for the New Series in a short period of
time. The Sponsors' buying of securities may tend to raise the market prices of
these securities. The actual market impact of the Sponsors' purchases, however,
is currently unpredictable because the actual amount of securities to be
purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of
and demand for Securities, such sales may tend to depress the market prices and
thus reduce the proceeds of such sales. The Sponsors believe that the sale of
underlying Securities over the Liquidation Period described above is in the
best interest of a Unitholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than five days if, in the Sponsor's judgment,
such sales are in the best interest of Unitholders. The Sponsors, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the
Unitholders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.

Section 17(a) of the Investment Company Act of 1940 generally prohibits
principal transactions between registered investment companies and their
affiliates. Pursuant to an exemptive order issued by the SEC, each terminating
Pinnacle Trust can sell Duplicated Securities directly to a New Series. The
exemption will enable the Trust to eliminate commission costs on these
transactions. The price for those securities transferred will be

B-17
<PAGE>

the closing sale price on the sale date on the national securities exchange
where the securities are principally traded, as certified and confirmed by the
Trustee.

The Sponsors may for any reason, in their sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unitholder. If the Sponsors so decide, the Sponsors will
notify the Trustee of that decision, and the Trustee will notify the
Unitholders. All Unitholders will then elect either option 1, if eligible, or
option 2.

By electing to "rollover" into the New Series, the Unitholder indicates his
interest in having his terminating distribution from the Trust invested only in
the New Series created following termination of the Trust; the Sponsors expect,
however, that a similar rollover program will be offered with respect to all
subsequent series of the Trust, thus giving Unitholders an opportunity to elect
to "rollover" their terminating distributions into a New Series. The
availability of the rollover privilege does not constitute a solicitation of
offers to purchase units of a New Series or any other security. A Unitholder's
election to participate in the rollover program will be treated as an
indication of interest only. The Sponsors intend to coordinate the date of
deposit of a future series so that the terminating trust will terminate
contemporaneously with the creation of a New Series. The Sponsors reserve the
right to modify, suspend or terminate the rollover privilege at any time.

THE SPONSORS. McLaughlin, Piven, Vogel Securities, Inc. ("MPV") is a New York
corporation engaged in the underwriting and securities brokerage business, and
in the investment advisory business. It is a member of the National Association
of Securities Dealers, Inc. MPV maintains its principal business offices at 30
Wall Street, New York, New York 10005. The majority shareholder of MPV is James
J. McLaughlin. Mr. McLaughlin may be deemed to be a controlling person of MPV.

Reich & Tang Distributors, Inc., a Delaware corporation, is engaged in the
brokerage business and is a member of the National Association of Securities
Dealers, Inc. Reich & Tang is also a registered investment advisor. Reich &
Tang maintains its principal business offices at 600 Fifth Avenue, New York,
New York 10020. The sole shareholder of Reich & Tang, Reich & Tang Asset
Management, Inc. ("RTAM Inc.") is wholly owned by NEIC Holdings, Inc. which,
effective December 29, 1997, was wholly owned by NEIC Operating Partnership,
L.P. ("NEICOP"). Subsequently, on March 31, 1998, NEICOP changed its name to
Nvest Companies, L.P. ("Nvest"). The general partners of Nvest are Nvest
Corporation and Nvest L.P. As of March 31, 1998, Metropolitan Life Insurance
Company ("MetLife") owned approximately 47% of the partnership interests of
Nvest. Nvest, with a principal place of business at 399 Boylston Street,
Boston, MA 02116, is a holding company of firms engaged in the securities and
investment advisory business. These affiliates in the aggregate are investment
advisors or managers to over 80 registered investment companies. Reich & Tang
is Sponsor (and Co-Sponsor, as the case may be) for numerous series of unit
investment trusts, including New York Municipal Trust, Series 1 (and Subsequent
Series), Municipal Securities Trust, Series 1 (and Subsequent Series), 1st
Discount Series (and Subsequent Series), Multi-State Series 1 (and Subsequent
Series), Mortgage Securities Trust, Series 1 (and Subsequent Series), Insured
Municipal Securities Trust, Series 1 (and Subsequent Series), 5th Discount
Series (and Subsequent Series), Equity Securities Trust, Series 1, Signature
Series, Gabelli Communications Income Trust (and Subsequent Series) and Schwab
Trusts.

MetLife is a mutual life insurance company with assets of $298 billion at
December 31, 1996. It is the second largest life insurance company in the
United States in terms of total assets. MetLife provides a wide range of
insurance and investment products and services to individuals and groups and is
the leader among United States life insurance companies in terms of total life
insurance in force, which totaled $1.6 trillion at December 31, 1996 for
MetLife and its insurance affiliates. MetLife and its affiliates provide
insurance or other financial services to approximately 36 million people
worldwide.

B-18
<PAGE>

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsors and their ability
to carry out its contractual obligations. The Sponsors will be under no
liability to Unitholders for taking any action, or refraining from taking any
action, in good faith pursuant to the Trust Agreement, or for errors in
judgment except in cases of its own willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.

The Sponsors may each resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsors. If at any time either of
the Sponsors shall resign or fail to perform any of their duties under the
Trust Agreement or becomes incapable of acting or becomes bankrupt or their
affairs are taken over by public authorities, then the Trustee may either (a)
appoint a successor sponsor; (b) terminate the Trust Agreement and liquidate
the Trust; or (c) continue to act as Trustee without terminating the Trust
Agreement. Any successor sponsor appointed by the Trustee shall be satisfactory
to the Trustee and, at the time of appointment, shall have a net worth of at
least $1,000,000.

THE TRUSTEE. The Trustee is The Chase Manhattan Bank with its principal
executive office located at 270 Park Avenue, New York, New York 10017 (800)
428-8890 and its unit investment trust office at Four New York Plaza, New York,
New York 10004. The Trustee is subject to supervision by the Superintendent of
Banks of the State of New York, the Federal Deposit Insurance Corporation and
the Board of Governors of the Federal Reserve System.

The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties; provided, however, that the Trustee
shall not in any event be liable or responsible for any evaluation made by any
independent evaluation service employed by it. In addition, the Trustee shall
not be liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or the Trust which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement.

For further information relating to the responsibilities of the Trustee under
the Trust Agreement, reference is made to the material set forth under "Rights
of Unitholders."

The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsors, and mailing a copy of a notice of resignation to all
Unitholders. In such an event the Sponsors are obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
the Sponsors may remove the Trustee and appoint a successor as provided in the
Trust Agreement. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsors. If upon resignation of the Trustee no successor has
been appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment
by such successor Trustee, all the rights, powers, duties and obligations of
the original Trustee shall vest in the successor.

B-19
<PAGE>

Any corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be the successor Trustee. The Trustee
must always be a banking corporation organized under the laws of the United
States or any State and have at all times an aggregate capital, surplus and
undivided profits of not less than $2,500,000.

EVALUATION OF THE TRUST. The value of the Securities in the Trust portfolio
is determined in good faith by the Trustee on the basis set forth under "Public
Offering -- Offering Price." The Sponsors and the Unitholders may rely on any
evaluation furnished by the Trustee and shall have no responsibility for the
accuracy thereof. Determinations by the Trustee under the Trust Agreement shall
be made in good faith upon the basis of the best information available to it,
provided, however, that the Trustee shall be under no liability to the Sponsors
or Unitholders for errors in judgment, except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee, the Sponsors and the Unitholders may rely
on any evaluation furnished to the Trustee by an independent evaluation service
and shall have no responsibility for the accuracy thereof.

TRUST EXPENSES AND CHARGES

Investors will reimburse the Sponsors for all or a portion of the estimated
costs incurred in organizing and offering the Trust (collectively, the
"organization costs") -- including the cost of the initial preparation and
execution of the Trust Agreement, registration of the Trust and the Units under
the Investment Company Act of 1940 and the Securities Act of 1933 and state
registration fees, the initial fees and expenses of the Trustee, legal expenses
and other actual out-of-pocket costs. The estimated organization costs will be
paid from the assets of the Trust as of the close of the initial public
offering period (which may be between 30 and 90 days). To the extent that
actual organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trust. To the extent
that actual organization costs are greater than the estimated amount, only the
estimated organization costs included in the Public Offering Price will be
reimbursed to the Sponsors. All advertising and selling expenses, as well as
any or organizational costs not paid by the Trust, will be borne by the
Sponsors at no cost to the Trust.

The Sponsors will receive for portfolio supervisory services to the Trust an
Annual Fee in the amount set forth under "Summary of Essential Information" in
Part A. The Sponsors' fee may exceed the actual cost of providing portfolio
supervisory services for the Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the
Equity Securities Trust in any calendar year exceed the aggregate cost to the
Sponsors of supplying such services in such year. (See "Portfolio
Supervision.")

The Trustee will receive, for its ordinary recurring services to the Trust,
an annual fee in the amount set forth under "Summary of Essential Information"
in Part A. For a discussion of the services performed by the Trustee pursuant
to its obligations under the Trust Agreement, see "Trust Administration" and
"Rights of Unitholders."

The Trustee's fees applicable to a Trust are payable as of each Record Date
from the Income Account of the Trust to the extent funds are available and then
from the Principal Account. Both the Sponsors' and the Trustee's fees may be
increased without approval of the Unitholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All Services
Less Rent."

B-20
<PAGE>

The following additional charges are or may be incurred by the Trust: all
expenses (including counsel fees) of the Trustee incurred and advances made in
connection with its activities under the Trust Agreement, including the
expenses and costs of any action undertaken by the Trustee to protect the Trust
and the rights and interests of the Unitholders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification of the
Sponsors for any losses, liabilities and expenses incurred in acting as
sponsors of the Trust without gross negligence, bad faith or willful misconduct
on its part; and all taxes and other governmental charges imposed upon the
Securities or any part of the Trust (no such taxes or charges are being levied,
made or, to the knowledge of the Sponsors, contemplated). The above expenses,
including the Trustee's fees, when paid by or owing to the Trustee are secured
by a first lien on the Trust to which such expenses are charged. In addition,
the Trustee is empowered to sell the Securities in order to make funds
available to pay all expenses.

Unless the Sponsors otherwise direct, the accounts of the Trust shall be
audited not less than annually by independent public accountants selected by
the Sponsors. The expenses of the audit shall be an expense of the Trust. So
long as the Sponsors maintain a secondary market, the Sponsors will bear any
audit expense which exceeds $.50 Cents per 100 Units. Unitholders covered by
the audit during the year may receive a copy of the audited financial
statements upon request.

REINVESTMENT PLAN

Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trust) may be reinvested
by participating in the Trust's Reinvestment Plan. Under the plan, the Units
acquired for participants will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of Additional Securities
as described in "The Trust--Organization" in this Part B. Units acquired by
reinvestment will be subject to a reduced sales charge of 1.00%. Investors
should inform their broker when purchasing their Units if they wish to
participate in the Reinvestment Plan. Thereafter, Unitholders should contact
their broker if they wish to modify or terminate their election to participate
in the Reinvestment Plan. In order to enable a Unitholder to participate in the
Reinvestment Plan, with respect to a particular distribution on their Units,
such notice must be made at least three business days prior to the Record Date
for such distribution. Each subsequent distribution of income or principal on
the participant's Units will be automatically applied by the Trustee to
purchase additional Units of the Trust. The Sponsors reserve the right to
demand, modify or terminate the Reinvestment Plan at any time without prior
notice. The Reinvestment Plan for the Trust may not be available in all states.

B-21
<PAGE>

TAX STATUS

The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code").

In rendering the opinion set forth below, Battle Fowler LLP has examined the
Agreement, the final form of Prospectus dated the date hereof (the
"Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein. In the Opinion of Battle Fowler LLP, special
counsel for the Sponsors, under existing law:

1. The Trust will be classified as a grantor trust for Federal income tax
purposes and not as a partnership or association taxable as a corporation.
Classification of the Trust as a grantor trust will cause the Trust not to
be subject to Federal income tax, and will cause the Unitholders of the
Trust to be treated for Federal income tax purposes as the owners of a pro
rata portion of the assets of the Trust. All income received by the Trust
will be treated as income of the Unitholders in the manner set forth below.

2. The Trust is not subject to the New York Franchise Tax on Business
Corporations or the New York City General Corporation Tax. For a Unitholder
who is a New York resident, however, a pro rata portion of all or part of
the income of the Trust will be treated as income of the Unitholder under
the income tax laws of the State and City of New York. Similar treatment
may apply in other states.

3. During the 90-day period subsequent to the initial issuance date, the
Sponsors reserve the right to deposit Additional Securities that are
substantially similar to those deposited in initially establishing the
Trust. This retained right falls within the guidelines promulgated by the
Internal Revenue Service ("IRS") and should not affect the taxable status
of the Trust.

A taxable event will generally occur with respect to each Unitholder when the
Trust disposes of a Security (whether by sale, exchange or redemption) or upon
the sale, exchange or redemption of Units by such Unitholder. The price a
Unitholder pays for its Units, including sales charges, is allocated among its
pro rata portion of each Security held by the Trust (in proportion to the fair
market values thereof on the date the Unitholder purchases its Units) in order
to determine its initial cost for its pro rata portion of each Security held by
the Trust.

For Federal income tax purposes, a Unitholder's pro rata portion of dividends
paid with respect to a Security held by a Trust is taxable as ordinary income
to the extent of such corporation's current or accumulated "earnings and
profits" as defined by Section 316 of the Code. A Unitholder's pro rata portion
of dividends paid on such Security that exceed such current and accumulated
earnings and profits will first reduce a Unitholder's tax basis in such
Security, and to the extent that such dividends exceed a Unitholder's tax basis
in such Security will generally be treated as capital gain.

A Unitholder's portion of gain, if any, upon the sale, exchange or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital gain and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
gains are generally taxed at the same rates applicable to ordinary income,
although non-corporate Unitholders who realize long-term capital gains may be
subject to a reduced tax rate of 20% on such gains, rather than the "regular"
maximum tax rate of 39.6%. Tax rates may increase prior to the time when
Unitholders may realize gains from the sale, exchange or redemption of the
Units or Securities.

B-22
<PAGE>

A Unitholder's portion of loss, if any, upon the sale or redemption of Units
or the disposition of Securities held by the Trust will generally be considered
a capital loss and will be long-term if the Unitholder has held its Units for
more than one year. Capital losses are deductible to the extent of capital
gains; in addition, up to $3,000 of capital losses ($1,500 in the case of
married individuals filing separately) recognized by non-corporate Unitholders
may be deducted against ordinary income.

Under Section 67 of the Code and the accompanying Regulations, a Unitholder
who itemizes its deductions may also deduct its pro rata share of the fees and
expenses of the Trust, but only to the extent that such amounts, together with
the Unitholder's other miscellaneous deductions, exceed 2% of its adjusted
gross income. The deduction of fees and expenses may also be limited by Section
68 of the Code, which reduces the amount of itemized deductions that are
allowed for individuals with incomes in excess of certain thresholds.

After the end of each calendar year, the Trustee will furnish to each
Unitholder an annual statement containing information relating to the dividends
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security, and the fees and expenses paid by
the Trust. The Trustee will also furnish annual information returns to each
Unitholder and to the Internal Revenue Service.

A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to its pro rata portion of dividends taxable as
ordinary income received by the Trust from a domestic corporation under Section
243 of the Code or from a qualifying foreign corporation in the same manner as
if such corporate unitholder corporation directly owned the Securities paying
such dividends. However, a corporation owning Units should be aware that
Sections 246 and 246A of the Code impose additional limitations on the
eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code) during the 90-day period beginning on the date that is 45 days before the
date on which the stock becomes "ex-dividend." Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable
to indebtedness incurred by such corporation.

As discussed in the section "Termination", each Unitholder may have three
options in receiving his termination distributions, namely (i) to receive its
pro rata share of the underlying Securities in kind, (ii) to receive cash upon
liquidation of its pro rata share of the underlying Securities, or (iii) to
invest the amount of cash it would receive upon the liquidation of its pro rata
share of the underlying Securities in units of a future series of the Trust (if
one is offered). There are special tax consequences should a Unitholder choose
option (i), the exchange of the Unitholder's Units for a pro rata portion of
each of the Securities held by the Trust plus cash. Treasury Regulations
provide that gain or loss is recognized when there is a conversion of property
into property that is materially different in kind or extent. In this instance,
the Unitholder may be considered the owner of an undivided interest in all of
the Trust's assets. By accepting the proportionate number of Securities of the
Trust, in partial exchange for its Units, the Unitholder should be treated as
merely exchanging its undivided pro rata ownership of Securities held by the
Trust into sole ownership of a proportionate share of Securities. As such,
there should be no material difference in the Unitholder's ownership, and
therefore the transaction should be tax free to the extent the Securities are
received. Alternatively, the transaction may be treated as an exchange that
would qualify for nonrecognition treatment to the extent the Unitholder is
exchanging its undivided interest in all of the Trust's Securities for its
proportionate number of shares of the underlying Securities. In either
instance, the transaction should result in a non-taxable event for the
Unitholder to the extent Securities are received. However, there is no specific
authority addressing the income tax consequences of an in-kind distribution
from a grantor trust.

B-23
<PAGE>

Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on "unrelated business taxable income." Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt
entity that is unrelated to the entity's exempt purpose. Unrelated business
taxable income generally does not include dividend or interest income or gain
from the sale of investment property, unless such income is derived from
property that is debt-financed or is dealer property. A tax-exempt entity's
dividend income from the Trust and gain from the sale of Units in the Trust or
the Trust's sale of Securities is not expected to constitute unrelated business
taxable income to such tax-exempt entity unless the acquisition of the Unit
itself is debt-financed or constitutes dealer property in the hands of the tax-
exempt entity.

Prospective tax-exempt investors are urged to consult their own tax advisers
concerning the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units prior to investing in the trust.

RETIREMENT PLANS. This Trust may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans. Generally, capital gains and income received in each of the
foregoing plans are exempt from Federal taxation. Except with respect to
certain IRAs known as Roth IRAs, distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Five year averaging will
not apply to distributions after December 31, 1999. Ten year averaging has been
preserved in very limited circumstances. Holders of Units in IRAs, Keogh plans
and other tax-deferred retirement plans should consult their plan custodian as
to the appropriate disposition of distributions. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisors with respect to the
establishment and maintenance of any such plan. Such plans are offered by
McLaughlin, Piven, Vogel Securities, Inc. Fees and charges with respect to such
plans may vary.

Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things (a) whether the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trust; (b) whether the investment satisfies the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed "plan assets" under ERISA and the Department
of Labor regarding the definition of "plan assets."

OTHER MATTERS

LEGAL OPINIONS. The legality of the Units offered hereby and certain matters
relating to federal tax law have been passed upon by Battle Fowler LLP, 75 East
55th Street, New York, New York 10022 as counsel for the Sponsor. Carter,
Ledyard & Milburn, Two Wall Street, New York, New York 10005 have acted as
counsel for the Trustee.

INDEPENDENT AUDITORS. The Statement of Financial Condition, including the
Portfolio, is included herein in reliance upon the report of Ernst & Young LLP,
independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

B-24
<PAGE>

PERFORMANCE INFORMATION. Total returns, average annualized returns or
cumulative returns for various periods of the Top Ten, the Focus Five and the
Penultimate Pick, the related index and this Trust may be included from time to
time in advertisements, sales literature and reports to current or prospective
investors. Total return shows changes in Unit price during the period plus any
dividends and capital gains, divided by the original public offering price as
of the date of calculation. Average annualized returns show the average return
for stated periods of longer than a year. Sales material may also include an
illustration of the cumulative results of like annual investments in the Top
Ten, the Focus Five and the Penultimate Pick during an accumulation period and
like annual withdrawals during a distribution period. Figures for actual
portfolios will reflect all applicable expenses and, unless otherwise stated,
the maximum sales charge. No provision is made for any income taxes payable.
Similar figures may be given for this Trust applying the Top Ten, Focus Five
and Penultimate Pick investment strategies to other indexes. Returns may also
be shown on a combined basis. Trust performance may be compared to performance
on a total return basis of the Dow Jones Industrial Average, the S&P 500
Composite Price Stock Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications such as
Money, The New York Times, U.S. News and World Report, Business Week, Forbes or
Fortune. As with other performance data, performance comparisons should not be
considered representative of a Trust's relative performance for any future
period.

Pending the approval of the SEC or the National Association of Securities
Dealers Regulation, the Sponsors may also include the performance of
hypothetical portfolios to which the Sponsors have applied the same investment
objectives and selection strategies as described in "The Trust--The Securities"
and which the Sponsors intend to apply to the selection of securities for the
Trust. This performance information is intended to illustrate the Trust's
strategies and should not be interpreted as indicative of the future
performance of the Trust.

SEC WEBSITE. The Securities and Exchange Commission ("SEC") maintains a
website that contains reports, proxy and information statements and other
information regarding the Trust which is filed electronically with the SEC. The
SEC's Internet address is http:www.sec.gov. Offering materials for the sale of
these Units available through the Internet are not being offered directly or
indirectly to residents of a particular state nor is an offer of these Units
through the Internet specifically directed to any person in a state by, or on
behalf of, the issuer.

B-25
<PAGE>

No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon as
having been authorized by the Trust, the Trustee or the Sponsors. The Trust is
registered as a unit investment trust under the Investment Company Act of
1940. Such registration does not imply that the Trust or any of its Units have
been guaranteed, sponsored, recommended or approved by the United States or
any state or any agency or officer thereof.

----------------

This Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, securities in any state to any person to whom it is not
lawful to make such offer in such state.

Table of Contents

<TABLE>
<CAPTION>
Title Page
- ----- ----
<S> <C>
PART A
Summary of Essential Information........................................... A-2
Statement of Financial Condition........................................... A-6
Portfolio.................................................................. A-7
Report of Independent Auditors............................................. A-8
PART B
The Trust.................................................................. B-1
Risk Considerations........................................................ B-6
Public Offering............................................................ B-9
Rights of Unitholders...................................................... B-11
Liquidity.................................................................. B-12
Trust Administration....................................................... B-15
Trust Expenses and Charges................................................. B-20
Reinvestment Plan.......................................................... B-21
Tax Status................................................................. B-22
Other Matters.............................................................. B-24
</TABLE>

Parts A and B of this Prospectus do not contain all of the information set
forth in the registration statement and exhibits relating thereto, filed with
the Securities and Exchange Commission, Washington, D.C., under the Securities
Act of 1933, and the Investment Company Act of 1940, and to which reference is
made.
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS,
THE PINNACLE TRUST
LARGE CAP SERIES II

(A UNIT INVESTMENT TRUST)

PROSPECTUS

DATED: JANUARY 5, 1999

SPONSORS:

McLAUGHLIN, PIVEN, VOGEL
SECURITIES, INC.
30 Wall Street
New York, New York 10005
212-248-0750

REICH & TANG DISTRIBUTORS, INC.
600 Fifth Avenue
New York, New York 10020
212-830-5400

TRUSTEE:

THE CHASE MANHATTAN BANK
4 New York Plaza
New York, New York 10004