SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact Name of Trust: FT 336
B. Name of Depositor: NIKE SECURITIES L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN & CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
E. Title of Securities
Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.
F. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION DATED MARCH 8, 1999
AMERICA'S LEADING BRANDS FLEXPORTFOLIO SERIES
ENERGY FLEXPORTFOLIO SERIES
FINANCIAL SERVICES FLEXPORTFOLIO SERIES
INTERNET FLEXPORTFOLIO SERIES
PHARMACEUTICAL FLEXPORTFOLIO SERIES
TECHNOLOGY FLEXPORTFOLIO SERIES
FT 336
FT 336 consists of six separate unit investment trusts each of which is
listed above (each, a "Trust," and collectively, the "Trusts"). Each
Trust contains a diversified portfolio of common stocks ("Securities")
issued by companies in the industry sector or investment focus for which
the Trust is named. The objective of each Trust is to provide an above-
average total return through capital appreciation.
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.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
First Trust (registered trademark)
1-800-621-1675
The date of this prospectus is ________, 1999
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 17
Portfolios 18
Risk Factors 19
Portfolio Securities Descriptions 21
Public Offering 31
Distribution of Units 32
The Sponsor's Profits 33
The Secondary Market 33
How We Purchase Units 33
Expenses and Charges 33
Tax Status 34
Rights of Unit Holders 35
Income and Capital Distributions 36
Redeeming Your Units 36
Removing Securities from a Trust 37
Amending or Terminating the Indenture 39
Information on the Sponsor, Trustee and Evaluator 38
Other Information 41
Page 2
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-________, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
America's Leading Energy Financial Services
Brands Flex- FlexPortfolio FlexPortfolio
Portfolio Series Series Series
______________ ____________ _______________
<S> <C> <C> <C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ $ $
Maximum Sponsor retention of 2.5% of the Public Offering
Price per Unit (2.5% of the net amount invested,
exclusive of the deferred Sponsor retention) (3) $ $ $
Less Deferred Sponsor retention per Unit $ (___) $ (___) $ (___)
Public Offering Price per Unit (4) $ $ $
Sponsor's Initial Repurchase Price per Unit (5) $ $ $
Redemption Price per Unit (based on aggregate underlying
value of Securities less deferred Sponsor retention) (5) $ $ $
Estimated Net Annual Distributions per Unit (6) $ $ $
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date _______, 1999
Mandatory Termination Date _______, 2004
Discretionary Liquidation Amount A Trust may be terminated if the value thereof is less than the lower of
$2,000,000 or 20% of the total value of Equity Securities deposited in such
Trust during the initial offering period.
Income Distribution Record Date Fifteenth day of each June and December commencing _______, 1999.
Income Distribution Date (7) Last day of each June and December commencing _______, 1999.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
</TABLE>
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-________, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Internet Pharmaceutical Technology
FlexPortfolio FlexPortfolio FlexPortfolio
Series Series Series
___________ ______________ ____________
<S> <C> <C> <C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ $ $
Maximum Sponsor retention of 2.5% of the Public Offering
Price per Unit (2.5% of the net amount invested,
exclusive of the deferred Sponsor retention) (3) $ $ $
Less Deferred Sponsor retention per Unit $ (___) $ (___) $ (___)
Public Offering Price per Unit (4) $ $ $
Sponsor's Initial Repurchase Price per Unit (5) $ $ $
Redemption Price per Unit (based on aggregate underlying
value of Securities less deferred Sponsor retention) (5) $ $ $
Estimated Net Annual Distributions per Unit (6) $ $ $
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date _______, 1999
Mandatory Termination Date _______, 2004
Discretionary Liquidation Amount A Trust may be terminated if the value thereof is less than the lower of
$2,000,000 or 20% of the total value of Equity Securities deposited in such
Trust during the initial offering period.
Income Distribution Record Date Fifteenth day of each June and December commencing _______, 1999.
Income Distribution Date (7) Last day of each June and December commencing _______, 1999.
________________
<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of a Trust so that the Public Offering Price
per Unit will equal approximately $10.00. If we make such an adjustment,
the fractional undivided interest per Unit will vary from the amounts
indicated above.
(2) Each Security, if listed on a securities exchange, is valued at its
last closing sale price. If a Security is not listed, or if no closing
sale price exists, it is valued at its closing ask price. Evaluations
for purposes of determining the purchase, sale or redemption price of
Units are made as of the close of trading on the New York Stock Exchange
(generally 4:00 p.m. Eastern time) on each day on which it is open (the
"Evaluation Time").
(3) The maximum Sponsor retention is entirely deferred. See "Fee Table" and
"Public Offering." If you redeem or sell Units, you will not be assessed any
remaining unaccrued Sponsor retention payments at the time of sale or
redemption.
(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. Additional Units may be
created during the day of the Initial Date of Deposit which, along with
the Units described above, will be valued as of the Evaluation Time on
the Initial Date of Deposit and sold to investors at the Public Offering
Price per Unit based on this valuation. On the Initial Date of Deposit
the Public Offering Price per Unit will not include any accumulated
dividends on the Securities. After the Initial Date of Deposit, the
Public Offering Price per Unit will include a pro rata share of any
accumulated dividends on the Securities.
(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Table." After
such date, the Sponsor's Repurchase Price and Redemption Price per Unit
will not include such estimated organization costs. See "Redeeming Your
Units."
(6) The actual net annual distributions per Unit you receive will vary
from that set forth above with changes in a Trust's fees and expenses,
in dividends received and with the sale of Securities. See "Fee Table"
and "Expenses and Charges."
(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. Notwithstanding, distributions of funds in the
Capital Account, if any, will be made in December of each year.
</FN>
</TABLE>
Page 4
Fee Tables
This Fee Table is intended to help you to understand the costs and
expenses that you will bear directly or indirectly. See "Public
Offering" and "Expenses and Charges." Although the Trusts have a term of
approximately five years and are unit investment trusts rather than
mutual funds, this information is presented to permit a comparison of
fees.
<TABLE>
<CAPTION>
America's Leading
Brands Energy FlexPortfolio
FlexPortfolio Series Series
___________________ _____________________
Amount Amount
per Unit per Unit
________ ________
<S> <C> <C> <C> <C>
UNIT HOLDER TRANSACTION EXPENSES
(as a percentage of public offering price)
Maximum Sponsor retention 2.50%(a) $.250 2.50%(a) $.250
===== ====== ===== ======
Maximum Sponsor retention imposed on reinvested dividends 2.50%(b) $.250 2.50%(b) $.250
===== ====== ===== ======
ORGANIZATION COSTS
(as a percentage of public offering price)
Estimated Organization Costs %(c) $ %(c) $
===== ====== ===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees % %
Trustee's fee and other operating expenses % %
_____ ______ _____ ______
Total % $ % $
===== ====== ===== ======
Financial Services Internet
FlexPortfolio Series FlexPortfolio Series
______________________ _____________________
Amount Amount
per Unit per Unit
________ ________
UNIT HOLDER TRANSACTION EXPENSES
(as a percentage of public offering price)
Maximum Sponsor retention 2.50%(a) $.250 2.50%(a) $.250
===== ====== ===== ======
Maximum Sponsor retention imposed on reinvested dividends 2.50%(b) $.250 2.50%(b) $.250
===== ====== ===== ======
ORGANIZATION COSTS
(as a percentage of public offering price)
Estimated Organization Costs %(c) $ %(c) $
===== ====== ===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees % %
Trustee's fee and other operating expenses % %
_____ ______ _____ ______
Total % $ % $
===== ====== ===== ======
</TABLE>
Page 5
<TABLE>
<CAPTION>
Pharmaceutical Technology
FlexPortfolio Series FlexPortfolio Series
_________________________ ________________________
Amount Amount
per Unit per Unit
________ ________
<S> <C> <C> <C> <C>
UNIT HOLDER TRANSACTION EXPENSES
(as a percentage of public offering price)
Maximum Sponsor retention 2.50%(a) $.250 2.50%(a) $.250
===== ====== ===== ======
Maximum Sponsor retention imposed on reinvested dividends 2.50%(b) $.250 2.50%(b) $.250
===== ====== ===== ======
ORGANIZATION COSTS
(as a percentage of public offering price)
Estimated Organization Costs %(c) $ %(c) $
===== ====== ===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees % %
Trustee's fee and other operating expenses % %
_____ ______ _____ ______
Total % $ % $
===== ====== ===== ======
</TABLE>
This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell all your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years
__________ __________ __________
<S> <C> <C> <C>
America's Leading Brands FlexPortfolio Series $ $ $
Energy FlexPortfolio Series
Financial Services FlexPortfolio Series
Internet FlexPortfolio Series
Pharmaceutical FlexPortfolio Series
Technology FlexPortfolio Series
The example will not differ if you hold rather than sell your Units at
the end of each period. The example does not reflect Sponsor retention
on reinvested dividends and other distributions. If these charges were
included, your costs would be higher.
______________
<FN>
(a) The maximum Sponsor retention is entirely deferred. The maximum
Sponsor retention is a fixed amount equal to $.250 per Unit which will
be deducted in equal monthly installments of $0.0042 per Unit on the
twentieth day of each month, commencing ________, 1999 (or if the
twentieth day is not a business day on the preceding business day) and
continuing over the life of a Trust. If you buy Units at a price of less
than $10.00 per Unit, the dollar amount of the Sponsor retention will
not change but the Sponsor retention on a percentage basis will exceed
2.5% of the Public Offering Price. When you purchase Units you will only
be subject to Sponsor retention payments not yet collected.
(b) Reinvested dividends will be subject only to the Sponsor retention
remaining at the time of reinvestment. See "Income and Capital
Distributions."
(c) You will bear all or a portion of the costs incurred in organizing
your respective Trust. These estimated organization costs are included
in the price you pay for your Units and will be deducted from the assets
of a Trust at the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period.
</FN>
</TABLE>
Page 6
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
FT 336
We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 336, comprised of America's Leading
Brands FlexPortfolio Series; Energy FlexPortfolio Series; Financial
Services FlexPortfolio Series; Internet FlexPortfolio Series;
Pharmaceutical FlexPortfolio Series; and Technology FlexPortfolio
Series, as of the opening of business on ________, 1999. This statement
of net assets is the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on this statement of net assets
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 statement of net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on ________, 1999.
An audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.
In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 336,
comprised of America's Leading Brands FlexPortfolio Series; Energy
FlexPortfolio Series; Financial Services FlexPortfolio Series; Internet
FlexPortfolio Series; Pharmaceutical FlexPortfolio Series; and
Technology FlexPortfolio Series, at the opening of business on ________,
1999 in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
________, 1999
Page 7
Statements of Net Assets
FT ___
At the Opening of Business on the
Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
America's Leading Energy Financial Services
Brands Flex- FlexPortfolio FlexPortfolio
Portfolio Series Series Series
_______________ ______________ _________________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented by
purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding
ANALYSIS OF NET ASSETS
Cost to investors (4) $ $ $
Less Sponsor retention (4) ( ) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
________________
<FN>
See "Notes to Statements of Net Assets" on page 9.
</FN>
</TABLE>
Page 8
Statements of Net Assets (con't.)
FT 336
At the Opening of Business on the
Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Internet Pharmaceutical Technology
FlexPortfolio FlexPortfolio FlexPortfolio
Series Series Series
_____________ ____________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding
ANALYSIS OF NET ASSETS
Cost to investors (4) $ $ $
Less Sponsor retention (4) ( ) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
_____________________
<FN>
NOTES TO STATEMENTS OF NET ASSETS
(1) Aggregate cost of the Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $__________ will be allocated among each of the six Trusts in
FT 336, has been deposited with the Trustee as collateral, covering the
monies necessary for the purchase of the Securities according to their
purchase contracts.
(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $___, $___,
$____, $____, $___ and $___ per Unit for the America's Leading Brands
FlexPortfolio Series, Energy FlexPortfolio Series, Financial Services
FlexPortfolio Series, Internet FlexPortfolio Series, Pharmaceutical
FlexPortfolio Series and Technology FlexPortfolio Series, respectively.
A payment will be made at the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period to an account
maintained by the Trustee from which the obligation of the investors to
the Sponsor will be satisfied. To the extent that actual organization
costs of a Trust are greater than the estimated amount, only the
estimated organization costs added to the Public Offering Price will be
reimbursed to the Sponsor and deducted from the assets of such Trust.
(4) The aggregate cost to investors includes a Sponsor retention
computed at the rate of 2.5% of the Public Offering Price per Unit
(equivalent to 2.5% of the net amount invested, exclusive of the Sponsor
retention). This fee represents the amount of mandatory distributions
from each Trust ($.25 per Unit), payable to the Sponsor in equal monthly
installments beginning on ________ 20, 1999, and on the twentieth day of
each month thereafter (or if such date is not a business day, on the
preceding business day) through ____________, 2004. If you redeem or
sell Units, you will not be assessed any remaining unaccrued Sponsor
retention payments at the time of sale or redemption.
</FN>
</TABLE>
Page 9
Schedule of Investments
America's Leading Brands FlexPortfolio Series
FT 336
At the Opening of Business on the
Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Approximate
Percentage Market
Number of Aggregate Value Cost of
of Ticker Symbol and Offering per Securities
Shares Name of Issuer of Securities (1) Price (6) Share to Trust (2)
________ _______________________________________ ____________ ______ _________
<S> <C> <C> <C> <C>
Apparel
_______
NAUT Nautica Enterprises, Inc. 4% $ $
TOM Tommy Hilfiger Corporation 4%
Beverages
_________
BUD Anheuser-Busch Companies, Inc. 4%
KO The Coca-Cola Company 4%
PEP PepsiCo, Inc. 4%
Entertainment
_____________
DIS The Walt Disney Company 4%
Food
____
CPB Campbell Soup Company 4%
HNZ H.J. Heinz Company 4%
HSY Hershey Foods Corporation 4%
SLE Sara Lee Corporation 4%
Household Products
__________________
CLX The Clorox Company 4%
CL Colgate-Palmolive Company 4%
PG The Procter & Gamble Company 4%
Pharmaceuticals
_______________
BMY Bristol-Myers Squibb Company 4%
JNJ Johnson & Johnson 4%
SGP Schering-Plough Corporation 4%
Recreation
___________
CCL Carnival Corporation 4%
HDI Harley-Davidson, Inc. 4%
Restaurants
___________
MCD McDonald's Corporation 4%
SBUX Starbucks Corporation 4%
Retail
______
GPS The Gap, Inc. 4%
Technology
___________
INTC Intel Corporation 4%
Tobacco
_______
MO Philip Morris Companies, Inc. 4%
Toiletries/Cosmetics
___________________
G The Gillette Company 4%
Toys
____
MAT Mattel, Inc. 4%
______ _________
Total Investments 100% $
====== =========
________________
<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>
Page 10
Schedule of Investments
Energy FlexPortfolio Series
FT 336
At the Opening of Business on the
Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Approximate
Percentage Market
of Aggregate Value Cost of
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Securities (1) Price (6) Share to Trust (2)
_________ _______________________________________ ____________ ______ __________
<S> <C> <C> <C> <C>
OIL & GAS-DRILLING
____________________
DO Diamond Offshore Drilling, Inc. 4% $ $
ESV ENSCO International, Inc. 4%
NBR Nabors Industries, Inc. 4%
NE Noble Drilling Corporation 4%
FLC R&B Falcon Corporation 4%
SDC Santa Fe International Corporation 4%
RIG Transocean Offshore, Inc. 4%
OIL & GAS-EXPLORATION & PRODUCTION
__________________________________
THX The Houston Exploration Company 4%
NBL Noble Affiliates, Inc. 4%
OIL-FIELD SERVICES
__________________
BJS BJ Services Company 4%
RON Cooper Cameron Corporation 4%
GLBL Global Industries, Ltd. 4%
PGO Petroleum Geo-Services ASA (ADR) 4%
SLB Schlumberger Ltd. 4%
TDW Tidewater, Inc. 4%
VTS Veritas DGC, Inc. 4%
WFT Weatherford International, Inc. 4%
OIL-INTEGRATED
______________
BPA BP Amoco Plc (ADR) 4%
CHV Chevron Corporation 4%
E ENI SpA (ADR) 4%
MOB Mobil Corporation (4) 4%
RD Royal Dutch Petroleum Company NV (3) 4%
TX Texaco, Inc. 4%
TOT Total SA (ADR) 4%
MRO USX-Marathon Group 4%
______ _________
Total Investments 100% $
====== =========
________________
<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>
Page 11
Schedule of Investments
Financial Services FlexPortfolio Series
FT 336
At the Opening of Business on the Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Approximate
Percentage Market
of Aggregate Value Cost of
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Securities (1) Price (6) Share to Trust (2)
_________ _______________________________________ ____________ ______ __________
<S> <C> <C> <C> <C>
BANKS & THRIFTS
_______________
BAC BankAmerica Corporation % $ $
BKB BankBoston Corporation %
ONE Bank One Corporation %
COFI Charter One Financial, Inc. %
CMB The Chase Manhattan Corporation %
FTU First Union Corporation %
USB U.S. Bancorp %
WM Washington Mutual, Inc. %
WFC Wells Fargo Company %
FINANCIAL SERVICES
__________________
AXP American Express Company %
COF Capital One Financial Corporation %
C Citigroup, Inc. %
CCR Countrywide Credit Industries, Inc. %
FNM Fannie Mae %
HI Household International, Inc. %
KRB MBNA Corporation %
PVN Providian Financial Corporation %
INSURANCE
_________
AFL AFLAC Incorporated %
ALL The Allstate Corporation %
AIG American International Group, Inc. %
CB The Chubb Corporation %
EQ The Equitable Companies Incorporated %
MTG MGIC Investment Corporation %
NFS Nationwide Financial Services, Inc. (Class A) %
PGR Progressive Corporation %
INVESTMENT SERVICES
___________________
BEN Franklin Resources, Inc. %
LEH Lehman Brothers Holdings, Inc. %
MER Merrill Lynch & Company, Inc. %
MWD Morgan Stanley Dean Witter & Co. %
TROW T. Rowe Price Associates, Inc. %
______ _________
Total Investments 100% $
====== =========
________________
<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>
Page 12
Schedule of Investments
Internet FlexPortfolio Series
FT 336
At the Opening of Business on the Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Approximate
Percentage Market
Number of Aggregate Value Cost of
of Ticker Symbol and Offering per Securities
Shares Name of Issuer of Securities (1) Price (6) Share to Trust (2)
________ ________________________________ ____________ ______ ____________
<S> <C> <C> <C> <C>
ACCESS/INFORMATION PROVIDERS
____________________________
AOL America Online, Inc. 4% $ $
WCOM MCI WorldCom, Inc. 4%
UMG MediaOne Group, Inc. 4%
MSPG MindSpring Enterprises, Inc. 4%
QWST Qwest Communications International, Inc. 4%
COMMUNICATIONS EQUIPMENT
________________________
LU Lucent Technologies, Inc. (5) 4%
NT Northern Telecom Ltd. (3) 4%
TLAB Tellabs, Inc. 4%
COMPUTER NETWORKING
___________________
COMS 3Com Corporation 4%
CSCO Cisco Systems, Inc. 4%
COMPUTER SERVICES
_________________
CATP Cambridge Technology Partners, Inc. 4%
COMPUTERS
_________
CPQ Compaq Computer Corporation 4%
DELL Dell Computer Corporation 4%
HWP Hewlett-Packard Company 4%
SUNW Sun Microsystems, Inc. 4%
INTERNET CONTENT
________________
CMGI CMGI Inc. 4%
DIS The Walt Disney Company 4%
ON-LINE BROKERAGE
__________________
EGRP E*TRADE Group, Inc. 4%
SCH Charles Schwab Corporation 4%
SEMICONDUCTORS
______________
INTC Intel Corporation 4%
SOFTWARE
________
CHKPF Check Point Software Technologies, Ltd. (3) 4%
MSFT Microsoft Corporation 4%
NETA Network Associates, Inc. 4%
ORCL Oracle Corporation 4%
SE Sterling Commerce, Inc. 4%
______ _________
Total Investments 100% $
====== =========
_________________
<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>
Page 13
Schedule of Investments
Pharmaceutical FlexPortfolio Series
FT 336
At the Opening of Business on the
Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Approximate
Percentage Market f
Number of Aggregate Value Cost o
of Ticker Symbol and Offering per Securities
Shares Name of Issuer of Securities (1) Price (6) Share to Trust (2)
______ _______________________________________ __________ ______ _________
<S> <C> <C> <C> <C>
ABT Abbott Laboratories 5% $ $
AGPH Agouron Pharmaceuticals, Inc. 5%
AHP American Home Products Corporation 5%
AMGN Amgen, Inc. 5%
BMY Bristol-Myers Squibb Company 5%
ELN Elan Corporation Plc (ADR) 5%
GLX Glaxo Wellcome Plc (ADR) 5%
JNJ Johnson & Johnson 5%
JMED Jones Pharma, Inc. 5%
MRK Merck & Company, Inc. 5%
MYL Mylan Laboratories, Inc. 5%
NVTSY Novartis AG (ADR) 5%
PFE Pfizer, Inc. 5%
ROHHY Roche Holdings AG (ADR) 5%
SGP Schering-Plough Corporation 5%
SBH SmithKline Beecham Plc (ADR) 5%
TEVIY Teva Pharmaceutical Industries Ltd. (ADR) 5%
WLA Warner-Lambert Company 5%
WPI Watson Pharmaceuticals, Inc. 5%
ZEN Zeneca Group Plc (ADR) 5%
______ _________
Total Investments 100% $
====== =========
_________________
<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>
Page 14
Schedule of Investments
Technology FlexPortfolio Series
FT 336
At the Opening of Business on the Initial Date of Deposit-________, 1999
<TABLE>
<CAPTION>
Approximate
Percentage Market
Number of Aggregate Value Cost of
of Ticker Symbol and Offering per Securities
Shares Name of Issuer of Securities (1) Price (6) Share to Trust (2)
_________ _____________________________________ ____________ ______ _____________
<S> <C> <C> <C> <C>
COMPUTER & PERIPHERALS
______________________
CPQ Compaq Computer Corporation 4% $ $
DELL Dell Computer Corporation 4%
EMC EMC Corporation 4%
HWP Hewlett-Packard Company 4%
SLR Solectron Corporation 4%
SUNW Sun Microsystems, Inc. 4%
COMPUTER SOFTWARE & SERVICES
____________________________
BMCS BMC Software, Inc. 4%
CHKPF Check Point Software Technologies, Ltd. (3) 4%
CPWR Compuware Corporation 4%
KEA Keane, Inc. 4%
MSFT Microsoft Corporation 4%
NETA Network Associates, Inc. 4%
ORCL Oracle Corporation 4%
PSFT PeopleSoft, Inc. 4%
SAP SAP AG (ADR) 4%
DATA NETWORKING/COMMUNICATIONS EQUIPMENT
______________________________________
COMS 3Com Corporation 4%
ASND Ascend Communications, Inc. (5) 4%
CSCO Cisco Systems, Inc. 4%
TLAB Tellabs, Inc. 4%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT
______________________________________
ALTR Altera Corporation 4%
AMAT Applied Materials, Inc. 4%
INTC Intel Corporation 4%
KLAC KLA-Tencor Corporation 4%
MXIM Maxim Integrated Products, Inc. 4%
STM STMicroelectronics NV (3) 4%
______ _________
Total Investments 100% $
====== =========
<FN>
NOTES TO SCHEDULES OF INVESTMENTS
(1) All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter of
credit has been deposited with the Trustee. We entered into purchase
contracts for the Securities on _______, 1999.
(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the last sale prices of the listed Securities and the ask
prices of the over-the-counter traded Securities on the business day
preceding the Initial Date of Deposit). The valuation of the Securities
has been determined by the Evaluator, an affiliate of ours. The cost of
the Securities to us and our profit or loss (which is the difference
between the cost of the Securities to us and the cost of the Securities
to a Trust) are set forth below:
Cost of
Securities
to Sponsor Profit/Loss
__________ ___________
America's Leading Brands FlexPortfolio Series $ $
Energy FlexPortfolio Series $ $
Financial Services FlexPortfolio Series $ $
Internet FlexPortfolio Series $ $
Pharmaceutical FlexPortfolio Series $ $
Technology FlexPortfolio Series $ $
(3) This Security represents the common stock of a foreign company which
is traded directly on a United States securities exchange.
Page 15
(4) Exxon Corporation ("Exxon") has recently announced plans to acquire
Mobil Corporation ("Mobil"). As per the terms of the merger agreement,
each shareholder of Mobil will receive 1.32015 shares of Exxon for each
share of Mobil held. As a result of this expected transaction, it is
anticipated that the Trust will receive shares of common stock of Exxon
in exchange for the shares of Mobil which it holds. The transaction is
subject to the approval of the shareholders of both companies and
various regulatory authorities.
(5) Lucent Technologies, Inc. ("Lucent") has recently announced plans to
acquire Ascend Communications, Inc. ("Ascend"). As per the terms of the
merger agreement, each shareholder of Ascend will receive .825 shares of
Lucent for each share of Ascend held. As a result of this expected
transaction, it is anticipated that the Trust will receive shares of
common stock of Lucent in exchange for the shares of Ascend which it
holds. The transaction is subject to the approval of the shareholders of
both companies.
(6) Each Trust may contain additional Securities each of which will not
exceed the approximate percentage set forth under Approximate Percentage
of Aggregate Offering Price. Although it is not the Sponsor's intention,
certain of the Securities listed may not be included in a final
portfolio. Also, the percentages of the Aggregate Offering Price for the
Securities are approximate amounts and may vary in the final portfolios.
</FN>
</TABLE>
Page 16
The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of an investment company which we have named The FT
Series. We designate each of these investment company series, FT Series,
with a different series number.
YOU MAY GET MORE SPECIFIC DETAILS ON SOME OF THE INFORMATION IN THIS
PROSPECTUS IN AN "INFORMATION SUPPLEMENT" BY CALLING THE TRUSTEE AT 1-
800-682-7520.
What We Call the Trusts.
This FT Series contains six separate unit investment trusts which are
known as:
- - America's Leading Brands FlexPortfolio Series
- - Energy FlexPortfolio Series
- - Financial Services FlexPortfolio Series
- - Internet FlexPortfolio Series
- - Pharmaceutical FlexPortfolio Series
- - Technology FlexPortfolio Series
Mandatory Termination Date.
Each Trust will terminate on the Mandatory Termination Date,
approximately five years from the date of this Prospectus. This date is
shown in "Summary of Essential Information." Each Trust was created
under the laws of the State of New York by a Trust Agreement (the
"Indenture") dated the Initial Date of Deposit. This agreement, entered
into between Nike Securities L.P., as Sponsor, The Chase Manhattan Bank
as Trustee and First Trust Advisors L.P. as Portfolio Supervisor and
Evaluator, governs the operation of the Trusts.
How We Created the Trusts.
On the Initial Date of Deposit, we deposited in each Trust contracts to
buy the Securities (fully backed by an irrevocable letter of credit of a
financial institution) with the Trustee. In return for depositing the
Securities, the Trustee delivered documents to us representing our
ownership of the Trusts, in the form of units ("Units").
With the deposit of the contracts to buy Securities on the Initial Date
of Deposit we established a percentage relationship among the Securities
in each Trust's portfolio, as stated under "Schedule of Investments" for
each Trust. After the Initial Date of Deposit, we may deposit additional
Securities in the Trusts, or cash (including a letter of credit) with
instructions to buy more Securities, in order to create new Units for
sale. If we create additional Units we will attempt, to the extent
practicable, to maintain the percentage relationship established among
the Securities on the Initial Date of Deposit, and not the percentage
relationship existing on the day we are creating Units, since the two
may differ. This difference may be due to the sale, redemption or
liquidation of any of the Securities deposited in a Trust on the
Initial, or any subsequent, Date of Deposit.
Since the prices of the underlying Securities will fluctuate daily, the
ratio of Securities in the Trusts, on a market value basis, will also
change daily. The portion of Securities represented by each Unit will
not change as a result of the deposit of additional Securities or cash
in a Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trusts will pay brokerage fees to buy
Securities. To reduce this dilution, the Trusts will try to buy the
Securities as close to the evaluation time and as close to the
evaluation price as possible.
An affiliate of the Trustee may receive these brokerage fees or the
Trustee may, from time to time, retain and pay us (or an affiliate) to
act as agent for the Trusts to buy Securities. If we or an affiliate of
ours act as agent to the Trusts, we will be subject to the restrictions
under the Investment Company Act of 1940, as amended.
We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be used to purchase additional Securities. The Trusts will not,
however, sell Securities to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation, or if the
Securities no longer meet the criteria by which they were selected. You
will not be able to dispose of or vote any of the Securities in the
Trusts. As the holder of the Securities, the Trustee will vote all of
the Securities and will do so based on our instructions.
Page 17
Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in a Trust fails, unless we can purchase
substitute Securities ("Replacement Securities") we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement
Security a Trust acquires will be identical to those from the failed
contract. The Trustee must purchase the Replacement Securities within 20
days after it receives notice of a failed contract, and the purchase
price may not be more than the amount of funds reserved for the purchase
of the failed contract.
Portfolios
Objectives. The objective of each Trust is to provide investors with the
potential for above-average capital appreciation through an investment
in a diversified portfolio of common stocks of companies in the industry
sector or investment focus for which the Trust is named. A diversified
portfolio helps to offset the risks normally associated with such an
investment, although it does not eliminate them entirely. The companies
selected for the Trusts have been researched and evaluated using
database screening techniques, fundamental analysis, and the judgment of
the Sponsor's research analysts.
You can only purchase Units of the Trusts through registered
broker/dealers who charge periodic fees for financial planning,
investment advisory or asset management services or provide these
services as part of an investment account where a comprehensive "wrap
fee" charge is imposed.
America's Leading Brands FlexPortfolio Series is a unit investment trust
which invests in a portfolio of common stocks of companies considered to
be leaders in their industries.
Overview:
- - As a result of growing populations and rising standards of living,
demand for goods continues to increase.
- - Relaxed trade agreements and improved political climates are opening
more markets.
- - Leading brands companies use their large advertising budgets and
strong research and development to further expand into new markets.
Energy FlexPortfolio Series is a unit investment trust which invests in
a portfolio of common stocks of energy companies we believe are
positioned to take advantage of the world's increasing demand for energy.
Industry Overview:
- - Worldwide demand continues to increase, driven primarily by the rapid
developments in newly-industrialized countries in Asia, Eastern Europe,
and Latin America.
- - Workforce reductions and technological advancements continue to lower
overhead and cut production costs.
- - New technologies are expected to lead to the discovery of additional
energy reserves and lower the cost of developing these resources.
Financial Services FlexPortfolio Series is a unit investment trust which
invests in a portfolio of common stocks of financial service companies.
Industry Overview:
- - The banking, financial services and insurance industries continue to
experience significant consolidation.
- - Banks and insurers continue to expand their businesses through
innovative products and services.
- - Baby boomers stand to benefit from the transfer of wealth as well as
more favorable estate tax laws.
Internet FlexPortfolio Series is a unit investment trust which invests
in a portfolio of common stocks of technology companies which provide
products or services for, or conduct business on, the Internet.
Industry Overview:
- - A new computer is added to the Internet approximately every four
seconds.
- - Nearly 3000 new websites are being added every day.
- - There has been an increase in consolidation and mergers among
Internet related companies.
- - Improved security measures are helping fuel consumer transactions
over the web.
Source: Standard & Poor's Industry Surveys.
Pharmaceutical FlexPortfolio Series is a unit investment trust which
invests in a portfolio of common stocks of pharmaceutical companies.
Page 18
Industry Overview:
- - Companies are working closely with managed care providers who see
pharmaceuticals as a cost-effective alternative to more expensive
treatments.
- - Given that every 7 seconds a baby boomer turns 50, the pharmaceutical
industry is under pressure to continue to develop new drugs and vaccines
to help improve and possibly prolong life.
Technology FlexPortfolio Series is a unit investment trust which invests
in a portfolio of common stocks of technology companies.
Industry Overview:
- - Technology companies continue to make advancements. Consider the new
technologies developed in the last several years alone: personal
computers, fax machines, cellular phones, online data services, and the
explosive growth of the Internet.
- - Corporations are investing in technology to enhance their
productivity and to stay ahead of the competition.
- - Consumer demand may increase as technology becomes more affordable
and more accessible.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
for a discussion of the risks of investing in the Trusts.
Risk Factors
Price Volatility. The Trusts invest in common stocks of U.S., and, for
certain Trusts, foreign companies. The value of a Trust's Units will
fluctuate with changes in the value of these common stocks. Common stock
prices fluctuate for several reasons including changes in investors
perceptions of the financial condition of an issuer or the general
condition of the relevant stock market, or when political or economic
events affecting the issuers occur.
Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time or
that you won't lose money. Units of the Trusts are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Certain of the Securities in certain Trusts are issued by companies with
market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies. This is a result of several factors common to many such
issuers, including limited trading volumes, products or financial
resources, management inexperience and less publicly available
information.
Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.
Consumer Products Industry. The America's Leading Brands FlexPortfolio
Series mainly consists of consumer products companies. General risks of
these companies include cyclicality of revenues and earnings, changing
consumer tastes, extensive competition, product liability litigation and
increased governmental regulation. Generally, spending on consumer
products is affected by the economic health of consumers. A weak economy
and its effect on consumer spending would adversely affect consumer
products companies.
Energy Industry. The Energy FlexPortfolio Series includes companies that
explore for, produce, refine, distribute or sell petroleum products, or
provide parts or services to petroleum companies. General problems of
the oil and petroleum products industry include volatile fluctuations in
price and supply of energy fuels, international politics, reduced demand
as a result of increases in energy efficiency and energy conservation,
the success of exploration projects, clean-up and litigation costs
relating to oil spills and environmental damage, and tax and other
regulatory policies of various governments. Oil production and refining
companies are subject to extensive federal, state and local
environmental laws and regulations regarding air emissions and the
disposal of hazardous materials. In addition, declines in U.S. and
Russian crude oil production will likely lead to a greater world
dependence on oil from OPEC nations which may result in more volatile
oil prices.
Financial Services Industry. The Financial Services FlexPortfolio Series
includes banks and thrifts, insurance companies and investment firms.
Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates;
portfolio concentrations in geographic markets and in commercial and
Page 19
residential real estate loans; and competition from new entrants in
their fields of business. In addition, banks, thrifts and their holding
companies are extensively regulated at both the federal and state level
and may be adversely affected by increased regulations.
Banks and thrifts will face increased competition from nontraditional
lending sources as regulatory changes permit new entrants to offer
various financial products. Technological advances such as the Internet
allow these nontraditional lending sources to cut overhead and permit
the more efficient use of customer data.
Brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies are also financial services providers. These
companies compete with banks and thrifts to provide traditional
financial service products, in addition to their traditional services,
such as brokerage and investment advice. In addition, all financial
service companies face shrinking profit margins due to new competitors,
the cost of new technology and the pressure to compete globally.
Companies involved in the insurance industry are engaged in
underwriting, selling, distributing or placing of property and casualty,
life or health insurance. Insurance company profits are affected by many
factors, including interest rate movements, the imposition of premium
rate caps, competition and pressure to compete globally. Property and
casualty insurance profits may also be affected by weather catastrophes
and other disasters. Life and health insurance profits may be affected
by mortality rates. Already extensively regulated, insurance companies'
profits may also be adversely affected by increased government
regulations or tax law changes.
Pharmaceutical Industry. The Pharmaceutical FlexPortfolio Series
includes companies involved in drug development and production.
Pharmaceutical companies are subject to changing government regulation,
including price controls, national health insurance, managed care
regulation, and tax incentives or penalties related to medical insurance
premiums, which could have a negative effect on the price and
availability of their products and services. In addition, such companies
face increasing competition from generic drug sales, the termination of
their patent protection for certain drugs, and technological advances
which render their products or services obsolete. The research and
development costs required to bring a drug to market are substantial and
may include a lengthy review by the government, with no guarantee that
the product will ever go to market or show a profit. Many of these
companies may not offer certain drugs or products for several years, and
as a result, may have significant losses of revenue and earnings.
Technology Industry. The Internet FlexPortfolio Series and the
Technology FlexPortfolio Series both include companies which are
involved in different areas of the technology industry. Technology
companies are generally subject to the risks of rapidly changing
technologies; short product life cycles; fierce competition; aggressive
pricing and reduced profit margins; the loss of patent, copyright and
trademark protections; cyclical market patterns; evolving industry
standards and frequent new product introductions. Technology companies
may be smaller and less experienced companies, with limited product
lines, markets or financial resources and fewer experienced management
or marketing personnel. Technology company stocks, especially those
which are Internet-related, have experienced extreme price and volume
fluctuations that are often unrelated to their operating performance.
Also, the stocks of many Internet companies have exceptionally high
price-to-earnings ratios with little or no earnings histories.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities
or of the industries represented by such issuers may negatively impact
the share prices of these Securities. We cannot predict what impact any
pending or proposed legislation or pending or threatened litigation will
have on the share prices of the Securities.
Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." We do not
expect that any of the computer system changes necessary to prepare for
January 1, 2000 will cause any major operational difficulties for the
Trusts. However, we are unable to predict what impact the Year 2000
Page 20
Problem will have on any of the issuers of the Securities.
Foreign Stocks. Certain of the Securities in certain Trusts are issued
by foreign companies, which makes these Trusts subject to more risks
than if they invested solely in domestic common stocks. These Securities
are either directly listed on a U.S. securities exchange or are in the
form of American Depositary Receipts ("ADRs") which are listed on a U.S.
securities exchange. Risks of foreign common stocks include losses due
to future political and economic developments, foreign currency
devaluations, restrictions on foreign investments and exchange of
securities, inadequate financial information and lack of liquidity of
certain foreign markets.
Portfolio Securities Descriptions
America's Leading Brands FlexPortfolio Series
Apparel
_______
Nautica Enterprises, Inc., headquartered in New York, New York, through
subsidiaries, designs, sources and sells fine quality men's sportswear,
outerwear and activewear with a distinctive active outdoor image which
is sold through better department store chains and specialty stores.
Tommy Hilfiger Corporation, headquartered in Kowloon, Hong Kong, through
subsidiaries, designs, sources and markets designer men's sportswear and
boyswear, including woven and knit shirts, pants, sweaters, outerwear
and athletic wear. These products are complemented by collections of
men's tailored clothing, dress shirts and accessories, footwear, women's
casualwear and men's and women's fragrances, among others, bearing the
Tommy Hilfiger trademark, which are produced and sold pursuant to
certain licensing arrangements.
Beverages
_________
Anheuser-Busch Companies, Inc., headquartered in St. Louis, Missouri,
brews beer, makes metal beverage containers, recycles metal and glass
beverage containers, and operates theme parks.
The Coca-Cola Company, headquartered in Atlanta, Georgia, makes and
distributes soft drink concentrates and syrups, and also markets juice
and juice-drink products. The company's products are sold in 200
countries and include the leading soft drink products in most of these
countries.
PepsiCo, Inc., headquartered in Purchase, New York, produces and
distributes beverage concentrates, syrups and soft drinks.
Entertainment
_____________
The Walt Disney Company, headquartered in Burbank, California, operates
as a diversified international entertainment company with operations
consisting of filmed entertainment, theme parks and resorts and consumer
products. Disney also has broadcasting (including Capital Cities/ABC,
Inc.) and publishing operations.
Food
____
Campbell Soup Company, headquartered in Camden, New Jersey, with
subsidiaries, makes and markets soups and sauces, biscuits and
confectionery products, and frozen foods and pickles. The company also
distributes "Campbell's Soups" and "Campbell's Specialty Kitchen"
entrees to the food service and meal replacement markets.
H.J. Heinz Company, headquartered in Pittsburgh, Pennsylvania, makes,
packages and sells processed food products, including ketchup and
sauces/condiments, pet food, baby food, frozen meals and snacks, frozen
potatoes and vegetables, soups, beans and pasta. The company also
provides weight control services and sells food products to food service
operators.
Hershey Foods Corporation, headquartered in Hershey, Pennsylvania, makes
and sells chocolate and non-chocolate confectionery products, and
grocery and pasta products.
Sara Lee Corporation, headquartered in Chicago, Illinois, with
subsidiaries, makes, markets and distributes packaged food, packaged
consumer goods, and household and personal care products throughout the
world.
Household Products
__________________
The Clorox Company, headquartered in Oakland, California, makes and
sells nondurable consumer products sold mainly through grocery stores,
mass merchandisers and other retail outlets. The company's products
include laundry additives, home cleaning products, charcoal,
insecticides, cat litter, dressings and sauces, water filtration systems
and professional products.
Colgate-Palmolive Company, headquartered in New York, New York, through
Page 21
subsidiaries, produces and distributes oral, personal and household care
and pet nutrition products. Principal global trademarks include "Ajax,"
"Colgate," "Fab," "Mennen," "Palmolive," "Prescription Diet," "Protex,"
"Science Diet" and "Soupline/Suavitel" in addition to various regional
trademarks.
The Procter & Gamble Company, headquartered in Cincinnati, Ohio, through
subsidiaries, makes detergents, fabric conditioners and hard surface
cleaners; products for personal cleansing, oral care, digestive health,
hair and skin; paper tissue, disposable diapers, and pharmaceuticals;
shortenings, oils, snacks, baking mixes, peanut butter, coffee, drinks
and citrus products.
Pharmaceuticals
_______________
Bristol-Myers Squibb Company, headquartered in New York, New York,
through divisions and subsidiaries, produces and distributes
pharmaceutical and non-prescription health products, toiletries and
beauty aids, and medical devices.
Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and
sells pharmaceuticals, personal healthcare products, medical and
surgical equipment, and contact lenses.
Schering-Plough Corporation, headquartered in Madison, New Jersey,
develops, makes and markets pharmaceutical and healthcare products
worldwide. Products include prescription drugs, animal health, over-the-
counter, foot care and sun care products.
Recreation
__________
Carnival Corporation, headquartered in Miami, Florida, operates the
world's largest multiple-night cruise line under the names "Carnival
Cruise," "Holland America Line" and "Windstar Cruises." The company also
markets sightseeing tours and operates hotels under the name "Westmark
Hotels."
Harley-Davidson, Inc., headquartered in Milwaukee, Wisconsin, designs,
makes and sells heavyweight touring and custom motorcycles and related
products and accessories. The company also provides financing and
insurance services for its motorcycles.
Restaurants
___________
McDonald's Corporation, headquartered in Oak Brook, Illinois, develops,
franchises, operates and services a worldwide system of quick-service
restaurants under the name "McDonald's."
Starbucks Corporation, headquartered in Seattle, Washington, buys and
roasts whole bean coffees and sells them, along with fresh, rich-brewed
coffees, Italian-style espresso beverages, a variety of pastries and
confections, and coffee-related accessories and equipment, mainly
through its retail stores.
Retail
______
The Gap, Inc., headquartered in San Francisco, California, operates
specialty retail stores in Canada, France, Germany, Japan, the United
States and the United Kingdom. Stores sell casual apparel, shoes and
other accessories for men, women and children under a variety of brand
names, including "Gap," "GapKids," "babyGap," "Banana Republic" and "Old
Navy."
Technology
___________
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.
Tobacco
_______
Philip Morris Companies, Inc., headquartered in New York, New York,
makes cigarettes and tobacco products, packaged grocery products,
coffee, cheeses, chocolate confections, meats and beer.
Toiletries/Cosmetics
____________________
The Gillette Company, headquartered in Boston, Massachusetts, is a
leading manufacturer of male and female grooming products and oral care
products. The company is also the top seller of writing instruments and
correction products. Gillette's products are distributed through
wholesalers, retailers and agents in over 200 countries and territories.
Toys
____
Mattel, Inc., headquartered in El Segundo, California, designs, makes
and sells Barbie fashion dolls and doll clothing and accessories,
"Fisher-Price" toys and juvenile products, die-cast "Hot Wheels"
vehicles and playsets, "Cabbage Patch Kids" dolls and other large dolls,
"Scrabble," card games, preschool toys and Disney-licensed toys.
Page 22
Energy FlexPortfolio Series
Oil & Gas-Drilling
__________________
Diamond Offshore Drilling, Inc., headquartered in Houston, Texas,
performs contract drilling of offshore oil and gas wells. The company
operates a fleet of offshore rigs which operate in the waters off six of
the world's seven continents.
ENSCO International, Inc., headquartered in Dallas, Texas, conducts
contract drilling and marine transportation services for the oil and gas
industry in the Gulf of Mexico, the North Sea, Venezuela and the Asia
Pacific region.
Nabors Industries, Inc., headquartered in Houston, Texas, operates the
largest land oil and gas drilling contract business in the world. The
company also provides a number of ancillary well-site services, and
makes top drives for a broad range of drilling rig applications and rig
instrumentation equipment to monitor rig performance.
Noble Drilling Corporation, headquartered in Houston, Texas, operates as
a major drilling contractor with offshore operations in the United
States, Canada, Mexico, the North Sea, Africa, the Middle East, South
America and India.
R&B Falcon Corporation, headquartered in Houston, Texas, operates a
fleet of inland marine drilling and workover units, shallow-water units
and deep-water drilling and service units. The company also operates an
inland marine towing and support fleet.
Santa Fe International Corporation, headquartered in Dallas, Texas,
conducts international offshore and land contract drilling and provides
drilling-related services to the petroleum industry worldwide, including
third-party rig operations, incentive drilling, and drilling engineering
and project management services.
Transocean Offshore, Inc., headquartered in Houston, Texas, provides
contract drilling of oil and gas wells in offshore areas throughout the
world and additional services including well engineering and planning,
turnkey drilling and coiled tubing drilling.
Oil & Gas-Exploration & Production
__________________________________
The Houston Exploration Company, headquartered in Houston, Texas,
explores for, develops and acquires oil and natural gas properties
offshore in the Gulf of Mexico and onshore in Arkansas, Oklahoma, Texas
and West Virginia.
Noble Affiliates, Inc., headquartered in Ardmore, Oklahoma, explores
for, develops and markets oil and gas in the United States as well as
internationally, mainly in the United Kingdom sector of the North Sea,
Equatorial Guinea, Ecuador, Argentina and China. The company also
markets oil and natural gas for itself and others.
Oil-Field Services
__________________
BJ Services Company, headquartered in Houston, Texas, provides well
stimulation, cementing, sand control and coiled tubing services used in
the completion of new oil and natural gas wells and in remedial work on
existing wells, both onshore and offshore.
Cooper Cameron Corporation, headquartered in Houston, Texas, makes,
sells and services petroleum production equipment and compression and
power equipment for the oil and gas drilling, production and
transmission markets and for the non-utility power generation, process
and industrial markets.
Global Industries, Ltd., headquartered in Lafayette, Louisiana, provides
pipeline construction, platform installation and removal and diving
services, mainly to the offshore oil and gas industry in the Gulf of
Mexico.
Petroleum Geo-Services ASA (ADR), headquartered in Lysaker, Norway,
acquires, processes, manages and markets marine seismic data that is
used by petroleum companies in the exploration for new reserves, the
development of existing fields and the management of producing fields.
Schlumberger Ltd., headquartered in New York, New York, supplies
products and services to the petroleum industry. Its oilfield services
cover exploration, production and completion services. The unit provides
information technology and communications services to oil and gas
concerns and also supplies test and technology services.
Tidewater, Inc., headquartered in New Orleans, Louisiana, provides
services and equipment to the offshore energy industry through the
operation of the world's largest fleet of offshore service vessels.
Veritas DGC, Inc., headquartered in Houston, Texas, provides seismic
data acquisition, data processing and multi-client data surveys to the
oil and gas industry in selected markets worldwide.
Weatherford International, Inc., headquartered in Houston, Texas,
provides marine drilling and workover services to the oil and gas
Page 23
industries. The company also makes, distributes and services oilfield
equipment, drill pipes, premium tubulars and artificial lift products.
Oil-Integrated
_______________
BP Amoco Plc (ADR), headquartered in London, England, is an oil and
petrochemicals company that explores for and produces oil and gas;
refines, markets and supplies petroleum products; and markets and
manufactures chemicals. The company has operations in more than 70
countries.
Chevron Corporation, headquartered in San Francisco, California,
explores for, develops and produces crude oil and natural gas; refines
crude oil into finished petroleum products; transports and markets crude
oil, natural gas and petroleum products; and makes chemicals for
industrial uses.
ENI SpA (ADR), headquartered in Rome, Italy, through subsidiaries,
explores for, develops and produces oil and natural gas; supplies,
transmits and distributes natural gas; refines and markets oil and
petroleum products; produces and sells petrochemicals; and provides
oilfield services contracting and engineering.
Mobil Corporation, headquartered in Fairfax, Virginia, produces,
transports, refines and markets petroleum and natural gas and related
products; and makes and markets chemicals.
Royal Dutch Petroleum Company NV, headquartered in The Hague, the
Netherlands, produces crude oil, natural gas, chemicals, coal and metals
worldwide; and provides integrated petroleum services in the United
States.
Texaco, Inc., headquartered in White Plains, New York, explores for,
produces, transports, refines and markets crude oil, natural gas and
petroleum products. The company conducts its operations in the United
States, Europe and throughout the eastern and western hemispheres.
Total SA (ADR), headquartered in Paris, France, makes rubber-based
products and specialty chemicals; explores for and produces crude oil
and natural gas; and refines and markets petroleum products.
USX-Marathon Group, headquartered in Pittsburgh, Pennsylvania, explores
for, produces, refines, distributes and markets crude oil, natural gas
and petroleum products.
Financial Services FlexPortfolio Series
Banks & Thrifts
_______________
BankAmerica Corporation, headquartered in Charlotte, North Carolina,
conducts a general banking business through banking offices in 22 states
and the District of Columbia. The company also has offices overseas.
BankBoston Corporation, headquartered in Boston, Massachusetts, conducts
a general banking business offering a broad range of individual,
corporate and global banking services, through a network of offices
across the United States and in 23 countries in Latin America, Europe,
Asia and Africa.
Bank One Corporation, headquartered in Chicago, Illinois, is the fifth
largest bank holding company in the United States. The company operates
in selected international markets in 11 countries and is the nation's
second largest credit card company, the leading retail bank in eight
states and the third largest bank mutual fund company.
Charter One Financial, Inc., headquartered in Cleveland, Ohio, through
wholly-owned Charter One Bank, FSB, operates a banking business through
full-service banking offices in Michigan, New York and Ohio, and loan
production offices in Indiana, Kentucky, Michigan and Ohio.
The Chase Manhattan Corporation, headquartered in New York, New York,
conducts domestic and international financial services business with
operations in more than 50 countries.
First Union Corporation, headquartered in Charlotte, North Carolina,
conducts a wide range of commercial and retail banking and trust
services and provides other financial services including mortgage
banking, investment banking, home equity lending, leasing, insurance and
securities brokerage.
U.S. Bancorp, headquartered in Minneapolis, Minnesota, conducts a
commercial bank and trust business in 17 states from the midwest to the
Rocky Mountains to the Pacific Northwest.
Washington Mutual, Inc., headquartered in Seattle, Washington, through
subsidiaries, provides financial services to individuals and small- to
mid-sized businesses, including accepting deposits from the general
public and making residential and other loans. The company's offices are
located throughout the United States.
Page 24
Wells Fargo Company, headquartered in San Francisco, California, is a
diversified financial services company providing banking, insurance,
investments, mortgage and consumer finance services. The company
operates through offices in the United States, Canada, the Caribbean,
Latin America and elsewhere internationally.
Financial Services
_________________
American Express Company, headquartered in New York, New York, with
subsidiaries, provides travel-related services including travelers'
cheques, credit cards, consumer lending, tour packages and itineraries,
and publications. The company also provides diversified financial
products and services and international banking services through offices
in 36 countries.
Capital One Financial Corporation, headquartered in Falls Church,
Virginia, issues Visa and MasterCard credit card products to customers
in the United States and the United Kingdom. The company also provides
consumer lending and deposit services.
Citigroup, Inc., headquartered in New York, New York, operates the
largest financial services company in the United States. The company
offers consumer, investment and private banking, life insurance,
property and casualty insurance, and consumer finance products such as
credit cards and personal loans.
Countrywide Credit Industries, Inc., headquartered in Calabasas,
California, originates, buys, sells and services mortgage loans,
including first-lien mortgage loans secured by single-family residences.
The company also offers home equity loans in conjunction with newly
produced first-lien mortgages as a separate product.
Fannie Mae, headquartered in Washington, D.C., provides ongoing
assistance to the secondary market for residential mortgages by
providing liquidity for residential mortgage investments.
Household International, Inc., headquartered in Prospect Heights,
Illinois, through subsidiaries, provides consumer financial services,
primarily offering consumer lending products to middle market consumers
in the United States, Canada and the United Kingdom.
MBNA Corporation, headquartered in Wilmington, Delaware, issues premium
and standard MasterCard and Visa bank credit cards, marketed mainly
through endorsements of membership associations and financial
institutions. The company also makes other consumer loans and offers
deposit products.
Providian Financial Corporation, headquartered in San Francisco,
California, operates as a consumer lending concern that offers a variety
of secured and unsecured loans to customers.
Insurance
_________
AFLAC Incorporated, headquartered in Columbus, Georgia, writes
supplemental health insurance, mainly limited to reimbursement for
medical, non-medical and surgical expenses of cancer; and sells
individual and group life, accident and health insurance.
The Allstate Corporation, headquartered in Northbrook, Illinois, through
subsidiaries, writes property-liability insurance, primarily private
passenger automobile and homeowners policies; and offers life insurance,
annuity and group pension products.
American International Group, Inc., headquartered in New York, New York,
provides a broad range of insurance and insurance-related activities and
financial services in the United States and abroad.
The Chubb Corporation, headquartered in Warren, New Jersey, writes
property and casualty insurance, including personal and commercial
insurance coverage. The company also develops real estate, mainly in New
Jersey and Florida.
The Equitable Companies Incorporated, headquartered in New York, New
York, provides a broad range of financial services and products,
including individual insurance, annuities, mutual funds, investment
management, investment banking, securities transaction and brokerage
services.
MGIC Investment Corporation, headquartered in Milwaukee, Wisconsin,
through subsidiaries, provides private mortgage insurance in the United
States to savings institutions, mortgage bankers, commercial banks,
mortgage brokers, credit unions and other lenders.
Nationwide Financial Services, Inc. (Class A), headquartered in
Columbus, Ohio, offers long-term savings and retirement products to
retail and institutional customers throughout the United States.
Products offered include variable and fixed annuities, life insurance,
mutual funds, retirement products and administrative services.
Page 25
Progressive Corporation, headquartered in Mayfield Heights, Ohio,
through subsidiaries, provides personal automobile insurance and other
specialty property-casualty insurance and related services. The company
sells primarily through independent insurance agents in the United
States and Canada.
Investment Services
___________________
Franklin Resources, Inc., headquartered in San Mateo, California,
through subsidiaries, provides investment management, marketing,
distribution, transfer agency and administrative services to open-end
investment companies and to managed and institutional accounts; and
provides investment management and related services to closed-end
investment companies.
Lehman Brothers Holdings, Inc., headquartered in New York, New York,
through wholly-owned Lehman Brothers Inc., provides securities
underwriting, financial advisory and investment and merchant banking
services, securities and commodities trading as principal and agent, and
asset management to institutional, corporate, government and high-net-
worth individual clients throughout the United States and the world.
Merrill Lynch & Company, Inc., headquartered in New York, New York,
through subsidiaries, provides broker, trading and underwriting
services; investment banking and corporate finance advisory services;
asset management; trading of foreign exchange instruments, futures,
commodities, and derivatives; securities clearance services; banking,
trust, and lending services; and insurance services.
Morgan Stanley Dean Witter & Co., headquartered in New York, New York,
provides a broad range of nationally-marketed credit and investment
products with a principal focus on individual customers. The company
provides investment banking, transaction processing, private-label
credit cards and various other investment advice services.
T. Rowe Price Associates, Inc., headquartered in Baltimore, Maryland,
serves as investment adviser to the T. Rowe Price family of no-load
mutual funds and other sponsored investment portfolios and institutional
and individual private accounts. The company also provides certain
administrative and shareholder services to the Price funds and other
mutual funds.
Internet FlexPortfolio Series
Access/Information Providers
____________________________
America Online, Inc., headquartered in Sterling, Virginia, provides
online services to consumers in the United States, Canada, Europe and
Japan offering subscribers a wide variety of services including
electronic mail, conferencing, news, sports, Internet access,
entertainment, weather, stock quotes, software, computing support and
online classes.
MCI WorldCom, Inc., headquartered in Jackson, Mississippi, through
subsidiaries, provides long distance and local products, 800 services,
calling cards, domestic and international private lines, broadband data
services, debit cards, conference calling, fax and data connections, and
interconnection to Internet service providers.
MediaOne Group, Inc., headquartered in Englewood, Colorado, provides
cable and telecommunications network services in the midwestern and
western United States and internationally. The company also provides
domestic and international wireless communications network businesses
and domestic and international directory and information services.
MindSpring Enterprises, Inc., headquartered in Atlanta, Georgia,
provides Internet access serving individual subscribers.
Qwest Communications International, Inc., headquartered in Denver,
Colorado, provides communications services to inter-exchange carriers
and other communications entities, businesses and consumers.
Communications Equipment
________________________
Lucent Technologies, Inc., headquartered in Murray Hill, New Jersey, is
one of the world's leading designers, developers and manufacturers of
telecommunications systems, software and products. The company is a
leading global marketer of business communications systems and computers.
Northern Telecom Ltd. (Nortel), headquartered in Brampton, Ontario,
Canada, provides communications solutions and telecommunications
equipment and related services in Asia, North, Central and South
America, the Caribbean, Europe, the Middle East and the Pacific Rim. The
company also provides products and services to the telecommunications
and cable television industries, businesses, universities and others
worldwide.
Page 26
Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.
Computer Networking
___________________
3Com Corporation, headquartered in Santa Clara, California, offers a
broad range of networking products which include routers, switches,
hubs, remote access servers, adapters and network management software
for Ethernet, Token Ring, FDDI, ATM and other high-speed networks.
Cisco Systems, Inc., headquartered in San Jose, California, develops,
makes, sells and supports high performance Internet-working systems that
link geographically dispersed local and wide area networks to form a
single, seamless information infrastructure.
Computer Services
_________________
Cambridge Technology Partners, Inc., headquartered in Cambridge,
Massachusetts, provides management consulting and systems integration.
The company combines management consulting, IT strategy, process
innovation and implementation, custom and package software deployment,
network services and training to deliver business solutions for clients.
Computers
_________
Compaq Computer Corporation, headquartered in Houston, Texas, makes and
markets desktop personal computers, portable computers, workstations,
communications products and tower PC servers, and peripheral products
that store and manage data in network environments. The company's
products are marketed mainly to business, home, government and education
customers.
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, solid state components and instrumentation for
chemical analysis.
Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support. The company's software utilizes the
UNIX operating system.
Internet Content
________________
CMGI Inc., headquartered in Andover, Massachusetts, offers a wide
variety of direct marketing services including mailing lists, leading
edge database management, design and development capabilities,
consultative list management and brokerage services, Internet and
interactive media direct marketing software technologies.
The Walt Disney Company, headquartered in Burbank, California, operates
as a diversified international entertainment company with operations
consisting of filmed entertainment, theme parks and resorts and consumer
products. Disney also has broadcasting (including Capital Cities/ABC,
Inc.), publishing operations and a rapidly growing Internet presence
including Web sites and an interest in an Internet search engine.
On-Line Brokerage
_________________
E*TRADE Group, Inc., headquartered in Palo Alto, California, provides
online discount brokerage services, using its proprietary processing
technology. Services include automated order placement, portfolio
tracking and related market information, news and other information.
Charles Schwab Corporation, headquartered in San Francisco, California,
through subsidiaries, provides discount securities brokerage and related
financial services and offers trade execution services for Nasdaq
securities to broker/dealers and institutional customers. The company
offers many online services, including trading of stocks and access to
research.
Semiconductors
______________
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
Page 27
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.
Software
________
Check Point Software Technologies, Ltd., headquartered in Ramat Gan,
Israel, develops, sells and supports network security software products
that enable connectivity with security and manageability.
Microsoft Corporation, headquartered in Redmond, Washington, makes,
sells and licenses software products including operating systems, server
applications, business and consumer products, Internet software
technologies and development tools. The company also markets personal
computer books and input devices, and researches and develops software
technologies.
Network Associates, Inc., headquartered in Santa Clara, California,
develops, markets, distributes and supports network security and
management software products including anti-virus protection, as well as
client/server network management tools.
Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management and network products,
application development and business intelligence productivity tools,
and client server business applications.
Sterling Commerce, Inc., headquartered in Dallas, Texas, develops,
markets and supports electronic commerce software products and provides
electronic commerce network services that enable businesses to engage in
business-to-business electronic communications and transactions.
Pharmaceutical FlexPortfolio Series
Abbott Laboratories, headquartered in North Chicago, Illinois,
discovers, develops, makes and sells a broad and diversified line of
healthcare products and services.
Agouron Pharmaceuticals, Inc., headquartered in La Jolla, California,
develops, manufactures and markets small molecule drugs engineered to
inactivate proteins which play key roles in cancer, AIDS and other
serious diseases.
American Home Products Corporation, headquartered in Madison, New
Jersey, makes nutritionals, cardiovascular and metabolic disease
therapies, mental health products, anti-inflammatory/analgesic products
and vaccines, and over-the-counter drugs. The company also makes crop
protection and pest control products.
Amgen, Inc., headquartered in Thousand Oaks, California, a global
biotechnology concern, develops, makes and markets human therapeutics
based on advanced cellular and molecular biology, including a protein
that stimulates red blood cell production and a protein that stimulates
white blood cell production.
Bristol-Myers Squibb Company, headquartered in New York, New York,
produces and distributes pharmaceuticals, consumer medicines,
nutritionals, medical devices and beauty care products.
Elan Corporation Plc (ADR), headquartered in Dublin, Ireland, develops
and licenses drug delivery systems formulated to increase the
therapeutic value of certain medications, with reduced side effects. The
company also develops and markets therapeutic agents to diagnose and
treat central nervous system diseases and disorders.
Glaxo Wellcome Plc (ADR), headquartered in London, England, conducts
research into and develops, makes and markets ethical pharmaceuticals
around the world. Products include gastro-intestinal, respiratory, anti-
emesis, anti-migraine, systemic antibiotics, cardiovascular,
dermatological, foods and animal health.
Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and
sells pharmaceuticals, personal healthcare products, medical and
surgical equipment, and contact lenses.
Jones Pharma, Inc., headquartered in St. Louis, Missouri, makes and
sells pharmaceuticals, including products that serve the thyroid
treatment and the critical care segments of the healthcare industry, as
well as the companion animal segment of the veterinary industry.
Merck & Company, Inc., headquartered in Whitehouse Station, New Jersey,
is a leading pharmaceutical concern that discovers, develops, makes and
markets a broad range of human and animal health products and services.
The company also administers managed prescription drug programs.
Mylan Laboratories, Inc., headquartered in Pittsburgh, Pennsylvania,
develops, makes and distributes generic and proprietary pharmaceutical
Page 28
and wound care products for resale by others. Products include solid
oral dosage forms, as well as suspensions, liquids, injectables and
transdermals, many of which are packaged in specialized systems.
Novartis AG (ADR), headquartered in Basel, Switzerland, manufactures
healthcare products for use in a broad range of medical fields, as well
as nutritional and agricultural products. The company markets its
products worldwide.
Pfizer, Inc., headquartered in New York, New York, produces and
distributes anti-infectives, anti-inflammatory agents, cardiovascular
agents, antifungal drugs, central nervous system agents, orthopedic
implants, food science products, animal health products, toiletries,
baby care products, dental rinse and other proprietary health items.
Roche Holdings AG (ADR), headquartered in Basel, Switzerland, develops
and manufactures pharmaceutical and chemical products. Through its
subsidiaries, the company develops pharmaceuticals and drugs, fine
chemicals and vitamins, fragrances and flavors, diagnostic equipment and
liquid crystals. Products are distributed throughout the United States,
Europe, Asia and Latin America.
Schering-Plough Corporation, headquartered in Madison, New Jersey,
develops, makes and markets pharmaceutical and healthcare products
worldwide. Products include prescription drugs, animal health, over-the-
counter, foot care and sun care products.
SmithKline Beecham Plc (ADR), headquartered in Middlesex, England,
discovers, develops, makes and sells pharmaceuticals, vaccines, over-the-
counter medicines and health-related consumer products. The company also
provides healthcare services, including disease management, clinical
laboratory testing and pharmaceutical benefit management.
Teva Pharmaceutical Industries Ltd. (ADR), headquartered in Petach
Tikva, Israel, makes, sells and exports generic, branded and innovative
drugs. The company also makes bulk pharmaceutical chemicals, hospital
supplies and veterinary products.
Warner-Lambert Company, headquartered in Morris Plains, New Jersey,
makes consumer healthcare products including over-the-counter health
products, shaving products and pet care products; confectionery products
including chewing gums, breath mints and hard candies; ethical
(prescription) pharmaceuticals, biologicals and empty gelatin capsules.
Watson Pharmaceuticals, Inc., headquartered in Corona, California,
researches, develops and sells off-patent and proprietary pharmaceutical
products, including therapeutic equivalents of solid, liquid and
sustained release products.
Zeneca Group Plc (ADR), headquartered in London, England, researches,
develops and makes ethical pharmaceuticals, agricultural chemicals, and
specialty chemicals and seeds. The company also provides disease-
specific healthcare services.
Technology FlexPortfolio Series
Computer & Peripherals
______________________
Compaq Computer Corporation, headquartered in Houston, Texas, makes and
markets desktop personal computers, portable computers, workstations,
communications products and tower PC servers, and peripheral products
that store and manage data in network environments. The company's
products are marketed mainly to business, home, government and education
customers.
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
EMC Corporation, headquartered in Hopkinton, Massachusetts, designs,
makes, markets and supports a wide range of storage-related hardware,
software and service products for the open systems, mainframe and
network attached information storage and retrieval system market.
Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, solid state components and instrumentation for
chemical analysis.
Solectron Corporation, headquartered in Milpitas, California, provides a
complete range of advanced manufacturing services, including
sophisticated electronic assembly and turnkey manufacturing management
Page 29
services, to original equipment manufacturers in the electronics industry.
Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support. The company's software utilizes the
UNIX operating system.
Computer Software & Services
_____________________________
BMC Software, Inc., headquartered in Houston, Texas, provides high
performance systems management software products for mainframe and
client/server based information systems. The company also sells and
provides maintenance enhancement and support services for its products.
Check Point Software Technologies, Ltd., headquartered in Ramat Gan,
Israel, develops, sells and supports network security software products
that enable connectivity with security and manageability.
Compuware Corporation, headquartered in Farmington Hills, Michigan,
develops, sells and supports an integrated line of software products, as
well as client/server systems management and application development
products. The company also offers data processing professional services.
Keane, Inc., headquartered in Boston, Massachusetts, provides software
consulting, development, integration, management and technical support
services to corporations, government agencies and healthcare facilities.
The company helps clients leverage their existing information systems
capability and more effectively manage software applications.
Microsoft Corporation, headquartered in Redmond, Washington, makes,
sells and licenses software products including operating systems, server
applications, business and consumer products, Internet software
technologies and development tools. The company also markets personal
computer books and input devices, and researches and develops software
technologies.
Network Associates, Inc., headquartered in Santa Clara, California,
develops, markets, distributes and supports network security and
management software products including anti-virus protection, as well as
client/server network management tools.
Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management and network products,
application development and business intelligence productivity tools,
and client server business applications.
PeopleSoft, Inc., headquartered in Pleasanton, California, develops
"PeopleSoft Human Resource Management System," "PeopleSoft Financials,"
"PeopleSoft Distribution" and "PeopleSoft Financials for Public Sector"
software products which are portable and scaleable families of cross-
industry client/server enterprise-wide applications for use throughout
companies.
SAP AG (ADR), headquartered in Walldorf, Germany, is a multi-national
software company which develops business software, consults on
organizational usage of its application software and provides training
services. The company also markets its products and services through
subsidiaries, distributors and other business partners worldwide.
Data Networking/Communications Equipment
________________________________________
3Com Corporation, headquartered in Santa Clara, California, offers a
broad range of networking products which include routers, switches,
hubs, remote access servers, adapters and network management software
for Ethernet, Token Ring, FDDI, ATM and other high-speed networks.
Ascend Communications, Inc., headquartered in Alameda, California,
develops, makes, markets, sells and supports a broad range of high-speed
digital wide area network access products that enable its customers to
build Internet access systems, extensions and enhancements to corporate
backbone networks, and videoconferencing and multimedia access facilities.
Cisco Systems, Inc., headquartered in San Jose, California, develops,
makes, sells and supports high performance Internet-working systems that
link geographically dispersed local and wide area networks to form a
single, seamless information infrastructure.
Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.
Page 30
Semiconductors & Semiconductor Equipment
________________________________________
Altera Corporation, headquartered in San Jose, California, develops and
markets CMOS (complementary metal oxide semiconductor) programmable
logic integrated circuits, and associated engineering development
software and hardware.
Applied Materials, Inc., headquartered in Santa Clara, California,
develops, makes, sells and services semiconductor wafer fabrication
equipment and related spare parts for the worldwide semiconductor
industry.
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.
KLA-Tencor Corporation, headquartered in San Jose, California, designs,
makes, markets and services yield management and process monitoring
systems for the semiconductor manufacturing industry.
Maxim Integrated Products, Inc., headquartered in Sunnyvale, California,
designs and makes linear and mixed-signal integrated circuits. Products
include data converters, interface circuits, microprocessor supervisors
and amplifiers.
STMicroelectronics NV, headquartered in St. Genis-Pouilly, France,
designs, develops, makes and markets a broad range of semiconductor
integrated circuits and discrete devices used in a variety of
microelectronic applications, including telecommunications and computer
systems, consumer products, automotive products and industrial
automation and control systems.
We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price. The Public Offering
Price per Unit is comprised of the following:
- - the aggregate underlying U.S. dollar value of the Securities;
- - the amount of any cash in the Income and Capital Accounts;
- - dividends receivable on Securities; and
- - the Sponsor retention (which is entirely deferred).
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.
The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for a Trust's organization
costs (including costs of preparing the registration statement, the
Indenture and other closing documents, registering Units with the
Securities and Exchange Commission ("SEC") and states, the initial audit
of each Trust portfolio, legal fees and the initial fees and expenses of
the Trustee) will be purchased in the same proportionate relationship as
all the Securities contained in a Trust. Securities will be sold to
reimburse the Sponsor for a Trust's organization costs at the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period (a significantly shorter time period than the life of
the Trusts). During the period ending with the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period, there may be a decrease in the value of the Securities. To the
extent the proceeds from the sale of these Securities are insufficient
to repay the Sponsor for Trust organization costs, the Trustee will sell
additional Securities to allow a Trust to fully reimburse the Sponsor.
In that event, the net asset value per Unit of a Trust will be reduced
by the amount of additional Securities sold. Although the dollar amount
of the reimbursement due to the Sponsor will remain fixed and will never
exceed the per Unit amount set forth for a Trust in "Statement of Net
Assets," this will result in a greater effective cost per Unit to Unit
holders for the reimbursement to the Sponsor. To the extent actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of a Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, to an extent
Page 31
which will maintain the same proportionate relationship among the
Securities contained in a Trust as existed prior to such sale.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units on the date of settlement if
payment has been received. If you pay for your Units before the date of
settlement, we may use your payment during this time and it may be
considered a benefit to us, subject to the limitations of the Securities
Exchange Act of 1934.
Minimum Purchase.
The minimum amount you can purchase of a Trust is $1,000 worth of Units.
Sponsor Retention.
The maximum Sponsor retention you will pay is entirely deferred. This
deferred sales charge is equal to $0.0042 per Unit per month and will be
accrued daily but deducted on the 20th day of each month (or if the 20th
day is not a business day on the preceding business day) beginning
________ 20, 1999 and continuing for the life of the Trusts. On the
Initial Date of Deposit this fee will equal 2.5% of the Public Offering
Price (equivalent to 2.5% of the net amount invested) but because this
fee is a fixed dollar amount per Unit it will vary from 2.5% as the
Public Offering Price varies from $10 per Unit. However, in no event
will the maximum Sponsor retention exceed _____% of the Public Offering
Price per Unit. Units purchased subsequent to the initial Sponsor
retention payment will be subject only to those Sponsor retention
payments not yet collected.
The Value of the Securities.
The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, the evaluation will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for evaluation). If current ask prices are unavailable, the
evaluation is generally determined:
a) on the basis of current ask prices for comparable securities,
b) by appraising the value of the Securities on the ask side of the
market, or
c) by any combination of the above.
The Evaluator will appraise the value of the underlying Securities in
the Trusts as of the Evaluation Time on each business day and will
adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
Prospectus will exclude Saturdays, Sundays and the following holidays as
observed by the New York Stock Exchange ("NYSE"): New Year's Day, Martin
Luther King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas Day.
After the initial offering period is over, the secondary market Public
Offering Price will be determined based on the aggregate underlying
value of the Securities in a Trust, plus or minus cash, if any, in the
Income and Capital Accounts of such Trust plus the Sponsor retention. We
calculate the aggregate underlying value of the Securities during the
secondary market the same way as described above for sales made during
the initial offering period, except that bid prices are used instead of
ask prices when necessary.
Distribution of Units
We intend to qualify Units of the Trust for sale in a number of states.
During the initial offering period, Units will be sold at the current
Public Offering Price. When the initial offering period ends, Units we
have reacquired may be offered by this prospectus at the secondary
market Public Offering Price (see "The Secondary Market").
Award Programs.
From time to time we may sponsor programs which provide awards to our
dealers' registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
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dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable Sponsor fee on Units sold by such persons during such
programs. We make these payments out of our own assets, and not out of a
Trust's assets. These programs will not change the price you pay for
your Units or the amount that a Trust will receive from the Units sold.
Investment Comparisons.
From time to time we may compare the then current estimated returns of
the Trusts (which may show performance net of the expenses and charges
the Trusts would have incurred) and returns over specified periods of
other similar trusts we sponsor in our advertising and sales materials,
with (1) returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, the New York Times, U.S. News and World Report, Business Week,
Forbes or Fortune. The investment characteristics of each Trust, which
are described more fully elsewhere in this prospectus, differ from other
comparative investments. You should not assume that these performance
comparisons will be representative of a Trust's future relative
performance.
The Sponsor's Profits
We will receive the Sponsor retention per Unit as stated in "Public
Offering." Also, any difference between our cost to purchase the
Securities and the price we sell them to a Trust is considered a profit
or loss (see Note 2 of "Notes to Schedule of Investments"). During the
initial offering period, dealers and others may also realize profits or
sustain losses as a result of fluctuations in the Public Offering Price
they receive when they sell the Units.
In maintaining a market for the Units, any difference between the price
at which Units are purchased and the price at which they are sold (which
includes the Sponsor retention) or redeemed will be a profit or loss to
us. The secondary market Public Offering Price of Units may be more or
less than the cost of those Units to us. We may also realize profits or
losses as we create additional Units for the Distribution Reinvestment
Option.
The Secondary Market
Although we are not obligated to, we intend to maintain a market for the
Units after the initial offering period and continuously offer to
purchase Units at prices based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive the proceeds from the
sale of Units we purchase no later than if they were redeemed by the
Trustee. We may tender Units that we hold to the Trustee for redemption
as any other Units. If we elect not to purchase Units, the Trustee may
sell tendered Units in the over-the-counter market, if any. However, the
amount you will receive is the same as you would have received on
redemption of the Units.
The Public Offering Price of any Units we acquire will be consistent
with the Public Offering Price described in the then effective
prospectus. Any profit or loss from the resale or redemption of such
Units will belong to us.
Expenses and Charges
The estimated annual expenses of each Trust are listed under "Fee
Table." If actual expenses exceed the estimate, the appropriate Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such Trust if funds are available, and then
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from the Capital Account. The Income and Capital Accounts are
noninterest-bearing to Unit holders, so the Trustee benefits from the
use of these funds.
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. First Trust Advisors L.P., an affiliate of ours,
acts as both Portfolio Supervisor and Evaluator to the Trusts and will
receive the fees set forth under "Fee Table" for providing portfolio
supervisory and evaluation services to the Trusts. In providing
portfolio supervisory services, the Portfolio Supervisor may purchase
research services from a number of sources, which may include
underwriters or dealers of the Trusts.
The fees payable to the Portfolio Supervisor, Evaluator and Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.
Each Trust may also incur the following charges:
- - All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- - The expenses and costs incurred by the Trustee to protect a Trust and
the rights and interests of the Unit holders;
- - Fees for any extraordinary services the Trustee performed under the
Indenture;
- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of a Trust;
- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and
- - All taxes and other government charges imposed upon the Securities or
any part of a Trust. (No such taxes or charges are now in place or
planned as far as we know.)
The above expenses and the Trustee's annual fee (when paid or owing to
the Trustee) are secured by a lien on the Trusts. In addition, if there
is not enough cash in the Income or Capital Accounts of a Trust, the
Trustee has the power to sell Securities in a Trust to make cash
available to pay these charges. Since the Securities are all common
stocks and dividend income is unpredictable, we cannot guarantee that
dividends will be sufficient to meet any or all expenses of the Trusts.
These sales may result in capital gains or losses to the Unit holders.
See "Tax Status."
The Trusts will be audited on an annual basis. So long as we are making
a secondary market for Units, we will bear the cost of these annual
audits to the extent the cost exceeds $0.0050 per Unit. Otherwise, the
Trusts will pay for the audit. You can receive a copy of the audited
financial statements by notifying the Trustee.
Tax Status
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trusts. This section is current as
of the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.
Trust Status.
The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by your Trust. This is
true even if you elect to have your distributions automatically
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reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay the Sponsor fee.
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total proceeds received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units
among each Security or other Trust asset ratably according to their
value on the date you purchase your Units. In certain circumstances,
however, you may have to adjust your tax basis after you purchase your
Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units to determine the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations.
In-Kind Distributions.
Under certain circumstances, you may request an In-Kind Distribution of
Securities when you redeem your Units or at a Trust's termination. If
you request an In-Kind Distribution you will be responsible for any
expenses related to this distribution. By electing to receive an In-Kind
Distribution, you will receive an undivided interest in whole shares of
stock plus, possibly, cash.
You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by a Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by a Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of a Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by a Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trust as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Trusts will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as record owner of Units that person registered
as such on its books. If you request certificates representing the Units
you ordered they will be delivered three business days after your order
or shortly thereafter. You may transfer or redeem Units represented by a
certificate by endorsing and surrendering it to the Trustee, along with
a written instrument(s) of transfer. You must sign exactly as your name
appears on the face of the certificate with your signature guaranteed by
an eligible institution. In certain cases the Trustee may require
additional documentation before they will transfer or redeem your Units.
Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for identification purposes.
You may also choose to hold your Units in uncertificated form. If you
Page 35
choose this option, the Trustee will keep an account for you and will
credit your account with the number of Units you purchase. Within two
business days of the issuance or transfer of Units held in
uncertificated form, the Trustee will send to you, as the registered
owner of Units:
- - a written initial transaction statement containing a description of
your Trust;
- - the number of Units issued or transferred;
- - your name, address and Taxpayer Identification Number ("TIN");
- - a notation of any liens or restrictions of the issuer and any adverse
claims; and
- - the date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
As a Unit holder, you may be required to pay a nominal fee to the
Trustee for each certificate reissued or transferred, and to pay any
government charge that may be imposed for each transfer or exchange. The
Trustee does not require such charge now, nor are they currently
contemplating doing so. If a certificate gets lost, stolen or destroyed,
you may be required to furnish indemnity to the Trustee to receive
replacement certificates. You must surrender mutilated certificates to
the Trustee for replacement.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
1. a summary of transactions in your Trust for the year;
2. any Securities sold during the year and the Securities held at the
end of that year by your Trust;
3. the Redemption Price per Unit, computed on the 31st day of December
of such year (or the last business day before); and
4. amounts of income and capital distributed during the year.
You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. It is your responsibility to notify the Trustee
when you become Record Owner of the Units, but normally your
broker/dealer provides this notice. The Trustee will credit any
dividends received on a Trust's Securities to the Income Account of such
Trust. All other receipts, such as return of capital, are credited to
the Capital Account of such Trust.
The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information" for each Trust. Distribution amounts will vary with changes
in a Trust's fees and expenses, in dividends received and with the sale
of Securities. The Trustee will distribute amounts in the Capital
Account on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. However, amounts in the Capital Account from the sale of
Securities designated to meet redemptions of Units, to pay the deferred
sales charge or to pay expenses will not be distributed. The Trustee is
not required to pay interest on funds held in the Income or Capital
Accounts of a Trust. However, the Trustee may earn interest on these
funds, thus benefiting from the use of such funds.
We anticipate that the Sponsor fee will be collected from the Capital
Account of a Trust and that there will be enough money in the Capital
Account to cover these costs. If there is not enough money in the
Capital Account to pay the Sponsor fee, the Trustee may sell Securities
to meet the shortfall. We will designate an account where distributions
will be made to pay the deferred sales charge.
The Trustee is required by the Internal Revenue Service to withhold a
certain percentage of any distribution a Trust makes and deliver such
amount to the Internal Revenue Service if the Trustee does not have your
TIN. You may recover this amount by giving your TIN to the Trustee, or
when you file a tax return. Normally, the selling broker gives your TIN
Page 36
to the Trustee. However, you should check your statements from the
Trustee to make sure they have the number to avoid this "back-up
withholding." If not, you should provide it to the Trustee as soon as
possible.
Within a reasonable time after a Trust is terminated you will receive
the pro rata share of the money from the disposition of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
All Unit holders will receive a pro rata share of any other assets
remaining in your Trust, excluding any unpaid expenses of such Trust.
The Trustee may establish reserves (the "Reserve Account") within a
Trust for any state and local taxes and any governmental charges to be
paid out of such Trust.
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. You will have to pay any remaining Sponsor retention on any Units
acquired pursuant to this distribution reinvestment option. This option
may not be available in all states. Please note that even if you
reinvest distributions, they are still considered distributions for
income tax purposes.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are held in
uncertificated form, you need only to deliver a request for redemption
to the Trustee. In either case, the certificates or the redemption
request you send to the Trustee must be properly endorsed with proper
instruments of transfer and signature guarantees as explained in "Rights
of Unit Holders-Unit Ownership" (or by providing satisfactory indemnity
if the certificates were lost, stolen, or destroyed). No redemption fee
will be charged, but you are responsible for any governmental charges
that apply. In addition, you will not be assessed the amount of any
remaining unaccrued Sponsor retention when you sell or redeem your
Units. Three business days after the day you tender your Units (the
"Date of Tender") you will receive cash in an amount for each Unit equal
to the Redemption Price per Unit calculated at the Evaluation Time on
the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account of a Trust if funds are available for that
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of a Trust.
If you are tendering 1,000 Units or more of a Trust for redemption,
rather than receiving cash, you may elect to receive a distribution of
shares of Securities (an "In-Kind Distribution") in an amount and value
equal to the Redemption Price per Unit by making this request in writing
to the Trustee at the time of tender. However, no In-Kind Distribution
requests submitted during the nine business days prior to a Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee
will make an In-Kind Distribution by distributing each of the Securities
in book-entry form to your bank or broker/dealer account at the
Depository Trust Company. The Trustee will subtract any customary
transfer and registration charges from your In-Kind Distribution. As a
tendering Unit holder, you will receive your pro rata number of whole
shares of the Securities that make up the portfolio, and cash from the
Capital Account equal to the fractional shares to which you are
entitled. If there is not enough money in the Capital Account to pay the
required cash distribution, the Trustee may have to sell Securities.
The Internal Revenue Service will require the Trustee to withhold a
portion of your redemption proceeds if the Trustee has not previously
been provided your TIN. For more information about this withholding, see
"Income and Capital Distributions." If the Trustee does not have your
TIN, you must provide it at the time of the redemption request.
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The Trustee may sell Securities in a Trust to make funds available for
redemption. If Securities are sold, the size and diversity of a Trust
will be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
1. if the NYSE is closed (other than customary weekend and holiday
closings);
2. if the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
3. for any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;
2. the aggregate value of the Securities held in a Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation.
deducting
1. any applicable taxes or governmental charges that need to be paid out
of a Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of a Trust, if any;
4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made; and
5. other liabilities incurred by a Trust; and
dividing
1. the result by the number of outstanding Units of a Trust.
Until the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period, the Redemption Price per Unit will
include estimated organization costs as set forth under "Fee Table."
The aggregate underlying value of the Securities for purposes of
calculating the Redemption Price during the secondary market is
determined in the same manner as that used to calculate the secondary
market Public Offering Price as discussed in "Public Offering-The Value
of the Securities."
Removing Securities from a Trust
The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- - the issuer of the Security defaults in the payment of a declared
dividend;
- - any action or proceeding prevents the payment of dividends;
- - there is any legal question or impediment affecting the Security;
- - the issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- - the issuer has defaulted on the payment of any other of its
outstanding obligations; or
the price of the Security has declined to such an extent, or such other
credit factors exist, that in our opinion keeping the Security would be
harmful to a Trust.
Except in the limited instance in which a Trust acquires Replacement
Securities to replace failed contracts to purchase Securities, as
described in "The FT Series," a Trust may not acquire any securities or
other property other than the Securities. The Trustee, on behalf of the
Trusts, will reject any offer for new or exchanged securities or
property in exchange for a Security, such as those acquired in a merger
or other transaction. If such exchanged securities or property are
nevertheless acquired by a Trust, at our instruction, they will either
be sold or held in such Trust. In making the determination as to whether
to sell or hold the exchanged securities or property we may get advice
from the Portfolio Supervisor. Any proceeds received from the sale of
Securities, exchanged securities or property will be credited to the
Capital Account of a Trust for distribution to Unit holders or to meet
redemption requests. The Trustee may retain and pay us or an affiliate
of ours to act as agent for a Trust to facilitate selling Securities,
exchanged securities or property from the Trusts. If we or our affiliate
act in this capacity, we will be held subject to the restrictions under
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the Investment Company Act of 1940, as amended.
The Trustee may sell Securities that we designate; or, without our
direction, in its own discretion, in order to meet redemption requests
or pay expenses. In designating which Securities should be sold, we will
try to maintain the proportionate relationship among the Securities. If
this is not possible, the composition and diversification of a Trust may
be changed. To get the best price for a Trust we may have to specify
minimum amounts (generally 100 shares) in which blocks of Securities are
to be sold. We may consider sales of units of unit investment trusts
which we sponsor in making recommendations to the Trustee on the
selection of broker/dealers to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- - to cure ambiguities;
- - to correct or supplement any defective or inconsistent provision;
- - to make any amendment required by any governmental agency; or
- - to make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date. The Trusts may be terminated earlier:
- - upon the consent of 100% of the Unit holders of a Trust;
- - if the value of the Securities owned by a Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in such Trust during the initial offering
period; or
- - in the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.
In the event of termination, the Trustee will send prior written notice
thereof to all Unit holders which will specify how you should tender
your certificates, if any, to the Trustee. If a Trust is terminated due
to this last reason, we will refund to each purchaser of Units of such
Trust the entire Sponsor retention paid by such purchaser; however,
termination of a Trust for any other stated reason will result in the
waiver of any remaining Sponsor retention payments at the time of
termination. For various reasons, a Trust may be reduced below the
Discretionary Liquidation Amount and could therefore be terminated prior
to the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner, timing and execution of
the sale of Securities as part of the termination of a Trust. Because
the Trustee must sell the Securities within a relatively short period of
time, the sale of Securities as part of the termination process may
result in a lower amount than might otherwise be realized if such sale
were not required at this time.
If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution of Securities (reduced by
customary transfer and registration charges) rather than the typical
cash distribution. You must notify the Trustee at least ten business
days prior to the Mandatory Termination Date if you elect this In-Kind
Distribution option. If you do not elect to participate in the In-Kind
Distribution option for eligible Unit holders you will receive a cash
distribution from the sale of the remaining Securities, along with your
interest in the Income and Capital Accounts of your Trust, within a
reasonable time after such Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the Trusts any
accrued costs, expenses, advances or indemnities provide by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to pay any taxes or
other governmental charges.
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the underwriting, trading and
Page 39
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:
- - The First Trust Combined Series
- - FT Series (formerly known as The First Trust Special Situations Trust)
- - The First Trust Insured Corporate Trust
- - The First Trust of Insured Municipal Bonds
- - The First Trust GNMA
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $25 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.
We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1998, the total partners' capital of
Nike Securities L.P. was $18,506,548 (audited).
This information refers only to the Sponsor and not to the Trusts or to
any series of the Trusts or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised 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 has not participated in selecting the Securities for the
Trusts; it only provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable to Unit holders for taking any
action or for not taking any action in good faith according to the
Indenture. We will also not be accountable for errors in judgment. We
will only be liable for our own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the Trustee's case) or reckless
disregard of our obligations and duties. The Trustee is not liable for
any loss or depreciation when the Securities are sold. If we fail to act
under the Indenture, the Trustee may do so, and the Trustee will not be
liable for any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- - appoint a successor Sponsor, paying them a reasonable rate not more
than that stated by the SEC,
- - terminate the Indenture and liquidate the Trusts, or
- - continue to act as Trustee without terminating the Indenture.
The Evaluator.
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information.
However, the Evaluator will not be liable to the Trustee, Sponsor or
Unit holders for errors in judgment.
Page 40
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific risk information about the Trusts.
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FIRST TRUST (registered trademark)
America's Leading Brands FlexPortfolio Series
Energy FlexPortfolio Series
Financial Services FlexPortfolio Series
Internet FlexPortfolio Series
Pharmaceutical FlexPortfolio Series
Technology FlexPortfolio Series
FT 336
Sponsor:
Nike Securities L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to the above-mentioned
unit investment trusts, but does not contain all of the information
about this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:
- Securities Act of 1933 (file no. 333-_____) and
- Investment Company Act of 1940 (file no. 811-05903)
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549-6009
Call: 1-800-SEC-0330
Visit: http://www.sec.gov
________, 1999
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 44
First Trust (registered trademark)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 336 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing ("Prospectus").
This Information Supplement is dated ________, 1999. Capitalized terms
have been defined in the Prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Concentrations
Consumer Products 2
Energy 2
Financial Services 4
Pharmaceutical 6
Technology 7
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Common stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities.
The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy.
Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
Page 1
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities. See "Exchange Rate" below.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of the Trusts to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trusts relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.
Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trusts will generally be effected only in foreign securities
markets. Although the Sponsor does not believe that the Trusts will
encounter obstacles in disposing of the Securities, investors should
realize that the Securities may be traded in foreign countries where the
securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will
be adversely affected if trading markets for the Securities are limited
or absent.
Concentrations
Consumer Products. An investment in the America's Leading Brands
FlexPortfolio Series should be made with an understanding of the
problems and risks inherent in an investment in the consumer products
industry in general. These include the cyclicality of revenues and
earnings, changing consumer demands, regulatory restrictions, product
liability litigation and other litigation resulting from accidents,
extensive competition (including that of low-cost foreign competition),
unfunded pension fund liabilities and employee and retiree benefit costs
and financial deterioration resulting from leveraged buy-outs, takeovers
or acquisitions. In general, expenditures on consumer products will be
affected by the economic health of consumers. A weak economy with its
consequent effect on consumer spending would have an adverse effect on
consumer products companies. Other factors of particular relevance to
the profitability of the industry are the effects of increasing
environmental regulation on packaging and on waste disposal, the
continuing need to conform with foreign regulations governing packaging
and the environment, the outcome of trade negotiations and the effect on
foreign subsidies and tariffs, foreign exchange rates, the price of oil
and its effect on energy costs, inventory cutbacks by retailers,
transportation and distribution costs, health concerns relating to the
consumption of certain products, the effect of demographics on consumer
demand, the availability and cost of raw materials and the ongoing need
to develop new products and to improve productivity.
Energy. An investment in Units of the Energy FlexPortfolio Series should
be made with an understanding of the problems and risks such an
investment may entail.
The Energy FlexPortfolio Series invests in Equity Securities of
companies involved in the energy industry. The business activities of
companies held in the Energy FlexPortfolio Series may include:
production, generation, transmission, marketing, control, or measurement
of gas and oil; the provision of component parts or services to
companies engaged in the above activities; energy research or
experimentation; and environmental activities related to the solution of
energy problems, such as energy conservation and pollution control.
Companies participating in new activities resulting from technological
advances or research discoveries in the energy field were also
considered for the Energy FlexPortfolio Series.
The securities of companies in the energy field are subject to changes
in value and dividend yield which depend, to a large extent, on the
price and supply of energy fuels. Swift price and supply fluctuations
may be caused by events relating to international politics, energy
conservation, the success of exploration projects, and tax and other
regulatory policies of various governments. As a result of the
foregoing, the Equity Securities in the Energy FlexPortfolio Series may
Page 2
be subject to rapid price volatility. The Sponsor is unable to predict
what impact the foregoing factors will have on the Equity Securities
during the life of the Energy FlexPortfolio Series.
According to the U.S. Department of Commerce, the factors which will
most likely shape the energy industry include the price and availability
of oil from the Middle East, changes in United States environmental
policies and the continued decline in U.S. production of crude oil.
Possible effects of these factors may be increased U.S. and world
dependence on oil from the Organization of Petroleum Exporting Countries
("OPEC") and highly uncertain and potentially more volatile oil prices.
Factors which the Sponsor believes may increase the profitability of oil
and petroleum operations include increasing demand for oil and petroleum
products as a result of the continued increases in annual miles driven
and the improvement in refinery operating margins caused by increases in
average domestic refinery utilization rates. The existence of surplus
crude oil production capacity and the willingness to adjust production
levels are the two principal requirements for stable crude oil markets.
Without excess capacity, supply disruptions in some countries cannot be
compensated for by others. Surplus capacity in Saudi Arabia and a few
other countries and the utilization of that capacity prevented, during
the Persian Gulf crisis, and continues to prevent, severe market
disruption. Although unused capacity contributed to market stability in
1990 and 1991, it ordinarily creates pressure to overproduce and
contributes to market uncertainty. The restoration of a large portion of
Kuwait and Iraq's production and export capacity could lead to such a
development in the absence of substantial growth in world oil demand.
Formerly, OPEC members attempted to exercise control over production
levels in each country through a system of mandatory production quotas.
Because of the 1990-1991 crisis in the Middle East, the mandatory system
has since been replaced with a voluntary system. Production under the
new system has had to be curtailed on at least one occasion as a result
of weak prices, even in the absence of supplies from Kuwait and Iraq.
The pressure to deviate from mandatory quotas, if they are reimposed, is
likely to be substantial and could lead to a weakening of prices. In the
longer term, additional capacity and production will be required to
accommodate the expected large increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and
exports from the Soviet Union. Only a few OPEC countries, particularly
Saudi Arabia, have the petroleum reserves that will allow the required
increase in production capacity to be attained. Given the large-scale
financing that is required, the prospect that such expansion will occur
soon enough to meet the increased demand is uncertain.
Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to
environmental concerns will also pose serious challenges to the industry
over the coming decade. Refiners are likely to be required to make heavy
capital investments and make major production adjustments in order to
comply with increasingly stringent environmental legislation, such as
the 1990 amendments to the Clean Air Act. If the cost of these changes
is substantial enough to cut deeply into profits, smaller refiners may
be forced out of the industry entirely. Moreover, lower consumer demand
due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively
affect the price of oil and the profitability of oil companies. No
assurance can be given that the demand for or prices of oil will
increase or that any increases will not be marked by great volatility.
Some oil companies may incur large cleanup and litigation costs relating
to oil spills and other environmental damage. Oil production and
refining operations are subject to extensive federal, state and local
environmental laws and regulations governing air emissions and the
disposal of hazardous materials. Increasingly stringent environmental
laws and regulations are expected to require companies with oil
production and refining operations to devote significant financial and
managerial resources to pollution control. General problems of the oil
and petroleum products industry include the ability of a few influential
producers to significantly affect production, the concomitant volatility
of crude oil prices, increasing public and governmental concern over air
emissions, waste product disposal, fuel quality and the environmental
effects of fossil-fuel use in general.
In addition, any future scientific advances concerning new sources of
energy and fuels or legislative changes relating to the energy industry
or the environment could have a negative impact on the petroleum
products industry. While legislation has been enacted to deregulate
certain aspects of the oil industry, no assurances can be given that new
or additional regulations will not be adopted. Each of the problems
referred to could adversely affect the financial stability of the
issuers of any petroleum industry stocks in the Energy FlexPortfolio
Series.
Financial Services. An investment in Units of the Financial Services
FlexPortfolio Series should be made with an understanding of the
problems and risks inherent in the bank and financial services sector in
general.
Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates,
portfolio concentrations in geographic markets and in commercial and
residential real estate loans, and competition from new entrants in
their fields of business. Banks and thrifts are highly dependent on net
interest margin. Recently, bank profits have come under pressure as net
interest margins have contracted, but volume gains have been strong in
both commercial and consumer products. There is no certainty that such
conditions will continue. Bank and thrift institutions had received
significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and
Page 3
refinancing activity subsided, this income diminished. Economic
conditions in the real estate markets, which have been weak in the past,
can have a substantial effect upon banks and thrifts because they
generally have a portion of their assets invested in loans secured by
real estate. Banks, thrifts and their holding companies are subject to
extensive federal regulation and, when such institutions are state-
chartered, to state regulation as well. Such regulations impose strict
capital requirements and limitations on the nature and extent of
business activities that banks and thrifts may pursue. Furthermore, bank
regulators have a wide range of discretion in connection with their
supervisory and enforcement authority and may substantially restrict the
permissible activities of a particular institution if deemed to pose
significant risks to the soundness of such institution or the safety of
the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to banks and
thrifts and increases in deposit insurance premiums required to be paid
by banks and thrifts to the Federal Deposit Insurance Corporation
("FDIC"), can negatively impact earnings and the ability of a company to
pay dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks or
their holding companies, or insures against any risk of investment in
the securities issued by such institutions.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Equity Securities in the Trust's portfolio cannot be
predicted with certainty. Periodic efforts by recent Administrations to
introduce legislation broadening the ability of banks to compete with
new products have not been successful, but if enacted could lead to more
failures as a result of increased competition and added risks. Failure
to enact such legislation, on the other hand, may lead to declining
earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch
on an interstate basis have been initially successful through
promulgation of regulations, and legislation to liberalize interstate
banking has recently been signed into law. Under the legislation, banks
will be able to purchase or establish subsidiary banks in any state, one
year after the legislation's enactment. Since mid-1997, banks have been
allowed to turn existing banks into branches. Consolidation is likely to
continue. The Securities and Exchange Commission and the Financial
Accounting Standards Board require the expanded use of market value
accounting by banks and have imposed rules requiring market accounting
for investment securities held in trading accounts or available for
sale. Adoption of additional such rules may result in increased
volatility in the reported health of the industry, and mandated
regulatory intervention to correct such problems. Additional legislative
and regulatory changes may be forthcoming. For example, the bank
regulatory authorities have proposed substantial changes to the
Community Reinvestment Act and fair lending laws, rules and regulations,
and there can be no certainty as to the effect, if any, that such
changes would have on the Equity Securities in the Trust's portfolio. In
addition, from time to time the deposit insurance system is reviewed by
Congress and federal regulators, and proposed reforms of that system
could, among other things, further restrict the ways in which deposited
moneys can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to bank institutions
become more limited and as consumers look for savings vehicles other
than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions,
mortgage banking companies and insurance companies, and increased
competition may result from legislative broadening of regional and
national interstate banking powers as has been recently enacted. Among
other benefits, the legislation allows banks and bank holding companies
to acquire across previously prohibited state lines and to consolidate
their various bank subsidiaries into one unit. The Sponsor makes no
prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions
might have on the Trust's portfolio.
The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank
holding company, (3) acquiring all or substantially all the assets of a
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and
future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.
Page 4
The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which could
only be funded in ways that would weaken its financial health, such as
by borrowing. The FRB also may impose limitations on the payment of
dividends as a condition to its approval of certain applications,
including applications for approval of mergers and acquisitions. The
Sponsor makes no prediction as to the effect, if any, such laws will
have on the Equity Securities or whether such approvals, if necessary,
will be obtained.
Some of the nation's largest banks, already working to upgrade their own
computer systems to meet the Year 2000 deadline, are concerned that some
borrowers may fail to upgrade their computers in time, creating problem
loans and increasing overall loan losses. Banks considered most
vulnerable by analysts include those lending primarily to small
businesses, which aren't as likely as large businesses to have a plan
for upgrading their computers. Also at risk are banks with significant
exposure overseas, where many foreign businesses are not moving as
quickly to resolve this problem. Analysts warn that it will be difficult
for banks to determine their potential loan losses related to Year 2000
credit risk.
Companies involved in the insurance industry are engaged in
underwriting, reinsuring, selling, distributing or placing of property
and casualty, life or health insurance. Other growth areas within the
insurance industry include brokerage, reciprocals, claims processors and
multiline insurance companies. Insurance company profits are affected by
interest rate levels, general economic conditions, and price and
marketing competition. Property and casualty insurance profits may also
be affected by weather catastrophes and other disasters. Life and health
insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers.
Insurance companies are subject to extensive governmental regulation,
including the imposition of maximum rate levels, which may not be
adequate for some lines of business. Proposed or potential tax law
changes may also adversely affect insurance companies' policy sales, tax
obligations, and profitability. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization
of traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally.
In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including
those applicable to regulated insurance companies, such as: (i) the
inherent uncertainty in the process of establishing property-liability
loss reserves, particularly reserves for the cost of environmental,
asbestos and mass tort claims, and the fact that ultimate losses could
materially exceed established loss reserves which could have a material
adverse effect on results of operations and financial condition; (ii)
the fact that insurance companies have experienced, and can be expected
in the future to experience, catastrophe losses which could have a
material adverse impact on their financial condition, results of
operations and cash flow; (iii) the inherent uncertainty in the process
of establishing property-liability loss reserves due to changes in loss
payment patterns caused by new claims settlement practices; (iv) the
need for insurance companies and their subsidiaries to maintain
appropriate levels of statutory capital and surplus, particularly in
light of continuing scrutiny by rating organizations and state insurance
regulatory authorities, and in order to maintain acceptable financial
strength or claims-paying ability rating; (v) the extensive regulation
and supervision to which insurance companies' subsidiaries are subject,
various regulatory initiatives that may affect insurance companies, and
regulatory and other legal actions; (vi) the adverse impact that
increases in interest rates could have on the value of an insurance
company's investment portfolio and on the attractiveness of certain of
its products; (vii) the need to adjust the effective duration of the
assets and liabilities of life insurance operations in order to meet the
anticipated cash flow requirements of its policyholder obligations; and
(vii) the uncertainty involved in estimating the availability of
reinsurance and the collectibility of reinsurance recoverables.
The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have
considered or enacted laws that alter and, in many cases, increase state
authority to regulate insurance companies and insurance holding company
systems. Further, the National Association of Insurance Commissioners
("NAIC") and state insurance regulators are re-examining existing laws
and regulations, specifically focusing on insurance companies,
interpretations of existing laws and the development of new laws. In
addition, Congress and certain federal agencies have investigated the
condition of the insurance industry in the United States to determine
whether to promulgate additional federal regulation. The Sponsor is
unable to predict whether any state or federal legislation will be
enacted to change the nature or scope of regulation of the insurance
industry, or what effect, if any, such legislation would have on the
industry.
All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the
amount of investments in certain investment categories. Failure to
comply with these laws and regulations would cause non-conforming
investments to be treated as non-admitted assets for purposes of
measuring statutory surplus and, in some instances, would require
divestiture.
Page 5
Environmental pollution clean-up is the subject of both federal and
state regulation. By some estimates, there are thousands of potential
waste sites subject to clean up. The insurance industry is involved in
extensive litigation regarding coverage issues. The Comprehensive
Environmental Response Compensation and Liability Act of 1980
("Superfund") and comparable state statutes ("mini-Superfund") govern
the clean-up and restoration by "Potentially Responsible Parties"
("PRP's"). Superfund and the mini-Superfunds ("Environmental Clean-up
Laws or "ECLs") establish a mechanism to pay for clean-up of waste sites
if PRP's fail to do so, and to assign liability to PRP's. The extent of
liability to be allocated to a PRP is dependent on a variety of factors.
The extent of clean-up necessary and the assignment of liability has not
been fully established. The insurance industry is disputing many such
claims. Key coverage issues include whether Superfund response costs are
considered damages under the policies, when and how coverage is
triggered, applicability of pollution exclusions, the potential for
joint and several liability and definition of an occurrence. Similar
coverage issues exist for clean up and waste sites not covered under
Superfund. To date, courts have been inconsistent in their rulings on
these issues. An insurer's exposure to liability with regard to its
insureds which have been, or may be, named as PRPs is uncertain.
Superfund reform proposals have been introduced in Congress, but none
have been enacted. There can be no assurance that any Superfund reform
legislation will be enacted or that any such legislation will provide
for a fair, effective and cost-efficient system for settlement of
Superfund related claims.
Proposed federal legislation which would permit banks greater
participation in the insurance business could, if enacted, present an
increased level of competition for the sale of insurance products. In
addition, while current federal income tax law permits the tax-deferred
accumulation of earnings on the premiums paid by an annuity owner and
holders of certain savings-oriented life insurance products, no
assurance can be given that future tax law will continue to allow such
tax deferrals. If such deferrals were not allowed, consumer demand for
the affected products would be substantially reduced. In addition,
proposals to lower the federal income tax rates through a form of flat
tax or otherwise could have, if enacted, a negative impact on the demand
for such products.
Companies engaged in investment banking/brokerage and investment
management include brokerage firms, broker/dealers, investment banks,
finance companies and mutual fund companies. Earnings and share prices
of companies in this industry are quite volatile, and often exceed the
volatility levels of the market as a whole. Recently, ongoing
consolidation in the industry and the strong stock market has benefited
stocks which investors believe will benefit from greater investor and
issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and
short-term interest rates, and the outlook for emerging markets.
Negative trends in any of these earnings determinants could have a
serious adverse effect on the financial stability, as well as the stock
prices, of these companies. Furthermore, there can be no assurance that
the issuers of the Equity Securities included in the Financial Services
FlexPortfolio Series will be able to respond in a timely manner to
compete in the rapidly developing marketplace. In addition to the
foregoing, profit margins of these companies continue to shrink due to
the commoditization of traditional businesses, new competitors, capital
expenditures on new technology and the pressures to compete globally.
Pharmaceutical. An investment in Units of the Pharmaceutical
FlexPortfolio Series should be made with an understanding of the
characteristics of the pharmaceutical and medical industries and the
risks which such investment may entail.
Pharmaceutical companies are companies involved in drug development and
production services. Such companies have potential risks unique to their
sector of the healthcare field. Such companies are subject to
governmental regulation of their products and services, a factor which
could have a significant and possibly unfavorable effect on the price
and availability of such products or services. Furthermore, such
companies face the risk of increasing competition from generic drug
sales, the termination of their patent protection for drug products and
the risk that technological advances will render their products or
services obsolete. The research and development costs of bringing a drug
to market are substantial and include lengthy governmental review
processes, with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products
for several years. Such companies may also have persistent losses during
a new product's transition from development to production, and revenue
patterns may be erratic.
The medical sector has historically provided investors with significant
growth opportunities. One of the industries included in the sector is
pharmaceutical companies. Such companies develop, manufacture and sell
prescription and over-the-counter drugs. In addition, they are well
known for the vast amounts of money they spend on world-class research
and development. In short, such companies work to improve the quality of
life for millions of people and are vital to the nation's health and
well-being.
As the population of the United States ages, the companies involved in
the pharmaceutical field will continue to search for and develop new
drugs through advanced technologies and diagnostics. On a worldwide
basis, such companies are involved in the development and distributions
of drugs and vaccines. These activities may make the pharmaceutical
Page 6
sector very attractive for investors seeking the potential for growth in
their investment portfolio. However, there are no assurances that the
Trust's objectives will be met.
Legislative proposals concerning healthcare are considered from time to
time. These proposals span a wide range of topics, including cost and
price controls (which might include a freeze on the prices of
prescription drugs), national health insurance, incentives for
competition in the provision of healthcare services, tax incentives and
penalties related to healthcare insurance premiums and promotion of pre-
paid healthcare plans. The Sponsor is unable to predict the effect of
any of these proposals, if enacted, on the issuers of Securities in the
Trust.
Technology. An investment in Units of the Internet FlexPortfolio Series
or the Technology FlexPortfolio Series should be made with an
understanding of the characteristics of the technology industry and the
risks which such an investment may entail.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers and peripherals,
software and services, data networking/communications equipment,
internet access/information providers, semiconductors and semiconductor
equipment and other related products, systems and services. The market
for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Equity Securities in such Trusts depends in substantial part on the
timely and successful introduction of new products. An unexpected change
in one or more of the technologies affecting an issuer's products or in
the market for products based on a particular technology could have a
material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Equity Securities in
such Trusts will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Equity Securities in such
Trusts and therefore the ability of a Unit holder to redeem Units at a
price equal to or greater than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Equity Securities in such Trusts will obtain orders of similar magnitude
as past orders from other customers. Similarly, the success of certain
technology companies is tied to a relatively small concentration of
products or technologies. Accordingly, a decline in demand of such
products, technologies or from such customers could have a material
adverse impact on issuers of the Equity Securities in such Trusts.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Equity Securities
to protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Equity
Securities in such Trusts.
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
Page 7
MEMORANDUM
Re: FT 336
The only difference of consequence (except as described
below) between FT 328, which is the current fund, and FT 336, the
filing of which this memorandum accompanies, is the change in the
series number. The list of securities comprising the Fund, the
evaluation, record and distribution dates and other changes
pertaining specifically to the new series, such as size and
number of Units in the Fund and the statement of condition of the
new Fund, will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the
Series 328 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the securities deposited in the
Fund.
CONTENTS OF REGISTRATION STATEMENT
ITEM A Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.
ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 336 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on March 8, 1999.
FT 336
(Registrant)
By: NIKE SECURITIES L.P.
(Depositor)
By Robert M. Porcellino
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE* DATE
Robert D. Van Kampen Director of
Nike Securities March 8, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
David J. Allen Director of
Nike Securities
Corporation, the
General Partner of
Nike Securities L.P.
___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Combined
Series 258 (File No. 33-63483) and the same is hereby
incorporated by this reference.
S-2
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF ERNST & YOUNG LLP
The consent of Ernst & Young LLP to the use of its name and
to the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement is
filed as Exhibit 4.1 to the Registration Statement.
S-3
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-43693] filed on behalf of The First Trust
Special Situations Trust, Series 22).
1.1.1* Form of Trust Agreement for Series 336 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
3.1* Opinion of counsel as to legality of Securities being
registered.
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
S-4
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
3.4* Opinion of counsel as to advancement of funds by Trustee.
4.1* Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-63483] filed on behalf of The First Trust Combined
Series 258).
___________________________________
* To be filed by amendment.
S-5
