MPV FAMILY OF TRUSTS MPV INDUSTRIAL TR & MPV TECHNOLOGY TR, S-6/A, 1999-04-13

MPV FAMILY OF TRUSTS MPV INDUSTRIAL TR & MPV TECHNOLOGY TR
S-6/A, 1999-04-13

Previous: VOICESTREAM WIRELESS CORP, 10-12G/A, 1999-04-13

Next: TEAM FINANCIAL INC /KS, S-1, 1999-04-13

As filed with the Securities and Exchange Commission on April 13, 1999
Registration No. 333-73401
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Pre-Effective Amendment No. 1 to
FORM S-6

For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
---------------------
<TABLE>
<S> <C> <C> <C>

A. EXACT NAME OF TRUST:

McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust

B. NAME OF DEPOSITORS:

McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.

C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.
30 Wall Street 600 Fifth Avenue
New York, New York 10005 New York, New York 10020

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
ALLAN M. VOGEL PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
President Reich & Tang Distributors, Inc. Battle Fowler LLP
McLaughlin, Piven, Vogel 600 Fifth Avenue 75 East 55th Street
Securities, Inc. New York, New York 10020 New York, New York 10022
30 Wall Street (212) 856-6858
New York, New York 10005

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of McLaughlin, Piven, Vogel Family of
Trusts, McLaughlin, Piven, Vogel Industrial Trust and McLaughlin,
Piven, Vogel Technology Trust is being registered under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment
Company Act of 1940, as amended, and Rule 24f-2 thereunder.

F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:

Indefinite.

G. AMOUNT OF FILING FEE:

No filing fee required.

H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the Registration
Statement.

/ / Check if it is proposed that this filing will become
effective immediately upon filing pursuant to Rule 487.
</TABLE>

The registrant hereby amends the 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.

================================================================================

811937.2

<PAGE>
Subject to Completion, Dated April 13, 1999
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

McLaughlin, Piven, Vogel Industrial Trust
(the "Industrial Trust")

McLaughlin, Piven, Vogel Technology Trust
(the "Technology Trust")

A unit investment trust comprised of two separate portfolios whose investment
objective is to maximize total return through capital appreciation. The
Industrial Trust consists of a fixed portfolio of the 25 best performing stocks
on the S&P 500 Index*, as measured by price appreciation, during the
twelve-month period ending December 31, 1998. The Technology Trust consists of a
fixed portfolio comprised primarily of technology stocks which have had both
high trading volume on the NASDAQ* or New York Stock Exchange (NYSE)* and price
appreciation of 40% or greater, during the twelve-month period ending December
31, 1998.
<TABLE>

<S> <C>
Minimum purchase: 100 Units for individuals
25 Units for custodial accounts and certain tax deferred retirement plans
</TABLE>

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

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

* The Standard & Poor's 500 Index (S&P), The National Association of
Securities Dealers Automated Quotations System (NASDAQ) and The New
York Stock Exchange (NYSE) are not affiliated with the Sponsors and
have not participated in any way in the creation of the Trusts or in
the selection of the stocks included in the Trusts and have not
reviewed or approved any information included in this Prospectus.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

Prospectus dated April 20, 1999

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.

808758.4

<PAGE>

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE. The Trusts seek to maximize total return through capital
appreciation. There is no guarantee that the investment objective of the Trusts
will be achieved.

STRATEGY OF PORTFOLIO SELECTION. The Industrial Trust seeks to achieve its
investment objective by investing in a fixed portfolio of the 25 best performing
stocks on the S&P 500 Index, as measured by price appreciation, during the
twelve-month period ending December 31, 1998. Price appreciation is measured by
the percentage change of each stock from December 31, 1997 through December 31
1998. This strategy involves a 4-step selection process:

Step 1: Calculate the price appreciation for each company
listed on the S&P 500 Index over the 12- month period
ending December 31, 1998.

Step 2: Eliminate non-ordinary common shares (including
preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).

Step 3: Select the 25 stocks which have the greatest price
appreciation.

Step 4: Of the 25 stocks selected for the Trust, weigh the
stocks equally.

The Technology Trust seeks to achieve its investment objective by investing in a
fixed portfolio of 17 stocks, comprised primarily of technology companies which
have had both high trading volume and price appreciation, during the
twelve-month period ending December 31, 1998. Price appreciation is measured by
the percentage change of each stock from December 31, 1997 through December 31,
1998. Technology stocks are identified as those companies which derive the
majority of their revenue from the technology industry, as compiled by Standard
& Poor's CompuStat, Englewood, Colorado. This strategy also involves a 4-step
selection process:

Step 1: Calculate the number of shares traded daily, for each
company listed on the NASDAQ and the NYSE, on each day
the NASDAQ and the NYSE were open over the twelve-month
period ending December 31, 1998.

Step 2: Eliminate non-ordinary common shares (including
preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).

Step 3: Identify: (i) the 12 stocks which have had the
highest number of shares traded on the NASDAQ during the
twelve-month period ending December 31, 1998 and from
those 12 stocks select the stocks which have had price
appreciation of 40% or greater during the same period;
and (ii) the 40 stocks which had the highest number of
shares traded on the NYSE during the twelve-month period
ending December 31, 1998 and select the technology
stocks which have had price appreciation of 40% or
greater during the same period.

Step 4: Of the 17 stocks selected for the Trust, weigh the
stocks in the following manner:

o 12% in each of the first two companies to rank in
the top half of the volume and price categories,
first by volume and then by price;

o 6.0% in each of the four companies that ranked
highest in the trading volume category and 6.0% in
each of the four companies that ranked highest in
the price appreciation category, excluding any
company that was already selected and received a
12% weighting; and

808758.4
A-2

<PAGE>

o 4.0% in each of the remaining companies.

The volume of shares traded daily on the NASDAQ (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Trusts may have differed.

DESCRIPTION OF PORTFOLIOS. The Industrial Portfolio contains 25 issues of common
stock. All 25 issues are domestic companies. 100% of the issues are represented
by the Sponsors' contracts to purchase. 11 stocks are listed on the NYSE and 14
stocks are listed on the NASDAQ. Based upon the principal business of each
issuer and current market values, the following industries are represented in
the Portfolio: Computer-Networking, %; Computer-Hardware, %; Computer-
Software, %; Electronic-Semiconductors, %; and Telephone-Long distance, %.
The Trust is concentrated in the computer industry.

The Technology Portfolio contains 17 issues of common stock. All 17 issues are
domestic companies. 100% of the issues are represented by the Sponsors'
contracts to purchase. 10 of the stocks are listed on the NASDAQ and the
remaining 7 are listed on the NYSE. Based upon the principal business of each
issuer and current market values, the following industries are represented in
the Portfolio: Computer-Hardware, %; Computer-Networking, %;
Computer-Peripherals, %; Computer-Software, %; Electronic-Semiconductors, %;
Equipment-Semiconductors, %; and Telephone-Long distance, %. The Trust is
concentrated in the computer technology industry.

A trust is considered to be "concentrated" in a particular category or industry
when the securities in that category or that industry constitute 25% or more of
the total assets of the portfolio.

RISK CONSIDERATIONS. Unitholders can lose money by investing in the Trusts. The
value of the Units and the Securities in the Trusts can each decline in value.
An investment in Units of the Trusts should be made with an understanding of the
following risks:

o An investment in common stocks includes the risk that the
financial condition of the issuers of the Securities may become
impaired or that the general condition of the stock market may
worsen (both of which may contribute directly to a decrease in
the value of the Securities and thus in the value of the Units).

o Since the portfolios of the Trusts are fixed and "not managed,"
in general, the Sponsors can sell Securities only at the Trusts'
termination or in order to meet redemptions. As a result, the
price at which each Security is sold may not be the highest price
it attained during the life of the Trusts.

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

o [Securities price fluctuations during the period from the time of
deposit to the time the Securities are purchased, and payment of
brokerage fees, will affect the value of every Unitholder's Units
and the income per Unit received by the Trusts.]

o Some of the Securities are currently listed on the NASDAQ stock
market. The existence of a liquid trading market for certain
Securities may depend on whether dealers will make a market in
such

808758.4
A-3

<PAGE>

Securities. There can be no assurance that a market will be made
for any of the Securities, that any market for the Securities
will be maintained or that any such market will be or remain
liquid. The price at which the Securities may be sold and the
value of the Trusts will be adversely affected if trading markets
for the securities are limited or absent.

o There is no assurance that any dividends will be declared or paid
in the future on the Securities.

o Since the Trusts are concentrated in stocks which derive a
substantial portion of their income from the computer and
computer technology industries, investors should be familiar with
the risks associated with these industries which may include the
volatile price of computer and technology stocks, greater
government regulations and products that may become obsolete.

o Investors should also consider the greater risk of the Trusts'
concentration and the effect on their investment versus a more
diversified portfolio. Investors should compare returns available
in less concentrated portfolios before making an investment
decision.

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

o dividing the aggregate value of the underlying securities and
cash held in the Trusts (representing the estimated
organizational costs) by the number of units outstanding;

o adding a sales charge of 4.495% (4.707% of the net amount
invested); and

o multiplying the result by 100.

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

DISTRIBUTIONS. The Trust will distribute any dividends received, less expenses,
semi-annually. The first dividend distribution will be made on June 30, 1999 to
all Unitholders of record on June 15, 1999 and thereafter distributions will be
made on the last business day of every June and December. The final distribution
will be made within a reasonable period of time after the Trusts terminate.

MARKET FOR UNITS. Unitholders may sell their Units to the Sponsors or the
Trustee at any time, without fee or penalty. The Sponsors intend to repurchase
Units from Unitholders throughout the life of the Trusts at prices based upon
the market value of the underlying Securities. However, the Sponsors are not
obligated to maintain a market and may stop doing so without prior notice for
any business reason. If a market is not maintained, a Unitholder will be able to
redeem his Units with the Trustee at the same price. The existence of a liquid
trading market for the Securities in the Trusts may depend on whether dealers
will make a market in these Securities. There can be no assurance of the making
or the maintenance of a market for any of the Securities contained in the
portfolio of the Trusts or of the liquidity of the Securities in any markets
made. The price at which the Securities may be sold to meet redemptions and the
value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.

808758.4
A-4

<PAGE>

AUTOMATIC REDEMPTION. Any transfer of Units by Unitholders from their
McLaughlin, Piven, Vogel brokerage account will result in the automatic
redemption of those Units. Unitholders, [including tax sheltered retirement
accounts,] may incur a taxable gain or loss upon an involuntary redemption. See
"Tax Consequences" in Part B.

TERMINATION. The Trusts will terminate in approximately fifteen months. During
the Liquidation Period, Securities will be sold in connection with the
termination of each Trust. All Securities will be sold or distributed by the
Mandatory Termination Date. The Sponsors do not anticipate that the Liquidation
Period will be longer than seven days, and it could be as short as one day,
depending on the liquidity of the Securities being sold. Unitholders may elect
one of the following three options in receiving their terminating distributions:

o receive their distribution in-kind, if they own at least 2,500
Units;

o receive cash upon the liquidation of their pro rata share of the
Securities; or

o reinvest in a subsequent series of the McLaughlin, Piven, Vogel
Family of Trusts (if one is offered), at a reduced sales charge.

ROLLOVER OPTION. Unitholders may elect to rollover their terminating
distributions into the next available series of McLaughlin, Piven, Vogel Family
of Trusts, at a reduced sales charge. Rollover Unitholders must make this
election on or prior to the Rollover Notification Date. When Unitholders make
this election, their Units will be redeemed and the proceeds will be reinvested
in units of the next available series of McLaughlin, Piven, Vogel Family of
Trusts. An election to rollover terminating distributions will generally be a
taxable event. See "Administration of the Trusts - Trust Termination" in Part B
for details to make this election.

REINVESTMENT PLAN. Unitholders may elect to automatically reinvest any
distributions they may receive (except the final distribution made at
termination) into additional Units of the Trusts at a reduced sales charge of
1.00%. See "Reinvestment Plan" in Part B for details on how to enroll in the
Reinvestment Plan.

UNDERWRITING. McLaughlin, Piven, Vogel Securities, Inc., with principal offices
at 30 Wall Street, New York, New York 10005, will act as Underwriter for all of
the Units of McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust.

808758.4
A-5

<PAGE>

FEE TABLE

This Fee Table is intended to help you understand the costs and expenses you
will bear directly or indirectly. See "Public Sale of Units" and "Trust Expenses
and Charges" in Part B. Although the Trusts are unit investment trusts rather
than mutual funds, this information is presented to permit a comparison of fees,
assuming the principal amount and contributions are rolled each year into a New
Series subject only to a sales charge and trust expenses.

<TABLE>
<CAPTION>
Unitholder Transaction Expenses
(fees paid directly from your investment)

Industrial Trust Technology Trust
---------------- ----------------
As a % of Initial Amount per As a % of Initial Amount per
Offering Price 100 Units Offering Price 100 Units
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge
Imposed on Purchase.................. 4.495% $ 44.95 4.495% $44.95
Maximum Sales Charge
Imposed Per Year on
Reinvested Dividends................. 1.00% $ 10.00 1.00% $10.00
Annual Trust
Organizational Expenses.............. .134% $ 1.34 .134% $ 1.34
</TABLE>

<TABLE>
<CAPTION>
Estimated Annual Fund Operating Expenses
(Expenses that are deducted from Trust assets)

Industrial Trust Technology Trust
---------------- ----------------
As a % of Initial Amount per As a % of Initial Amount per
Net Assets 100 Units Net Assets 100 Units
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trustee's Fee................... .086% $.86 .086% $.86
Other Operating
Expenses........................ .040% $.40 .040% $.40
Portfolio Supervision,
Bookkeeping and
Administrative Fees............. .025% $.25 .025% $.25
Total........................... .126% $1.26 .126% $1.26
</TABLE>

808758.4
A-6

<PAGE>

Example

This Example is intended to help you compare the cost of investing in the Trusts
with the cost of investing in other unit trusts. You would pay the following
expenses on a $1,000 investment in each Trust assuming estimated operating
expense ratio of ._____% for the Industrial Trust and .___% for the Technology
Trust and a 5% return on the investment throughout the period. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be

1 year 3 years

Industrial Trust............................. $ $

Technology Trust............................. $ $

For purposes of the example, sales charge imposed on reinvested
dividends is not reflected until the year following payment of the dividend; the
cumulative expenses would be higher if sales charges on reinvested dividends
were reflected in the year of reinvestment. Also, the example does not include
the annual maintenance fee for a McLaughlin Piven Vogel brokerage account. If
these charges and fees were included, your costs would be higher. The Example
assumes reinvestment of all dividends and distributions and utilizes a 5% annual
rate of return as mandated by Securities and Exchange Commission regulations
applicable to mutual funds. The Example should not be considered a
representation of past or future expenses or an annual rate of return.

Although the Trust have a term of only approximately fifteen months and
is a unit investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees and expenses, assuming the principal
amount and distributions are rolled over each year into a New Series.

808758.4
A-7

<PAGE>

<TABLE>
<CAPTION>
THE INDUSTRIAL TRUST

SUMMARY OF ESSENTIAL INFORMATION
As of April 19, 1999, the business day prior to the Initial Date of Deposit

<S> <C>

Initial Date of Deposit of Securities in the Trust: Rollover Notification Date**: June 30, 2000 or another date as
April 20, 1999 determined by the Sponsors.
Aggregate Value of Securities: $ Evaluation Time: 4:00 p.m. New York Time.
Number of Units: Minimum Value of Trust: The Trust may be terminated if the value
Fractional Undivided Interest in Trust: 1/ of the Trust is less than 40% of the aggregate value of the
Public Offering Price per 100 Units: Securities at the completion of the initial offering period.
Aggregate Value of Securities in Trust $ Cusip Numbers: Cash:
Divided By ______ Units (times 100) $ Reinvestment:
Plus Estimated Organization Costs* $ Trustee: The Chase Manhattan Bank
Plus Sales Charge of 4.495% of Public $44.95 Trustee's Fee per 100 Units: $.86
Public Offering Price+ $1,000.00 Other Fees and Expenses per 100 Units: $.15
Sponsor's Repurchase Price And $ Sponsors: McLaughlin, Piven, Vogel Securities, Inc. and
Redemption Price per 100 Units++: Reich & Tang Distributors, Inc.
Minimum Income or Principal Distribution $1.00 Agent for Sponsors: Reich & Tang Distributors, Inc.
per 100 Units: Sponsors' Portfolio Supervisory, Bookkeeping and
Liquidation Period: A 40 day period beginning Administrative Fee per 100 Units: Maximum of $.25 (see
on the Termination Date. "Trust Expenses and Charges" in Part B).
Termination Date: July 17, 2000 or the Expected Settlement Date of Securities in the Trust:
disposition of the last Security in the Trust. April 23, 1999
Mandatory Termination Date: The last day of Record Dates: June 15 and December 15
Liquidation Period. Distribution Dates: June 30 and December 31
Reinvestment Sales Charge: 1.00%

- ------------
* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsors from the assets of the Trust as of the
close of the initial offering period. To the extent that actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trust. To the
extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs included in the Public
Offering Price will be reimbursed to the Sponsors.

** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.

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

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

</TABLE>

808758.4
A-8

<PAGE>

<TABLE>
<CAPTION>
THE TECHNOLOGY TRUST

SUMMARY OF ESSENTIAL INFORMATION
As of April 19, 1999, the business day prior to the Initial Date of Deposit

<S> <C>
Initial Date of Deposit of Securities in the Trust: Rollover Notification Date**: June 30, 2000 or another
April 20, 1999 date as determined by the Sponsors.
Aggregate Value of Securities: $ Evaluation Time: 4:00 p.m. New York Time.
Number of Units: Minimum Value of Trust: The Trust may be terminated if
Fractional Undivided Interest in Trust: 1/ the value of the Trust is less than 40% of the aggregate
Public Offering Price per 100 Units: value of the Securities at the completion of the initial
Aggregate Value of Securities in Trust $ offering period.
Divided By ______ Units (times 100) $ Cusip Numbers: Cash:
Plus Estimated Organization Costs* $ Reinvestment
Plus Sales Charge of 4.495% of Public Trustee: The Chase Manhattan Bank
Offering Price $44.95 Trustee's Fee per 100 Units: $.86
Public Offering Price+ $1,000.00 Other Fees and Expenses per 100 Units: $.15
Sponsor's Repurchase Price And Sponsors: McLaughlin, Piven, Vogel Securities, Inc. and
Redemption Price per 100 Units++: $ Reich & Tang Distributors, Inc.
Minimum Income or Principal Distribution Agent for Sponsors: Reich & Tang Distributors, Inc.
per 100 Units: $1.00 Sponsors' Portfolio Supervisory, Bookkeeping and
Liquidation Period: A 40 day period beginning Administrative Fee per 100 Units: Maximum of $.25 (see
on the Termination Date. "Trust Expenses and Charges" in Part B).
Termination Date: July 17, 2000 or the Expected Settlement Date of Securities in the Trust:
disposition of the last Security in the Trust. April 23, 1999
Mandatory Termination Date: The last Record Dates: June 15 and December 15
day of Liquidation Period. Distribution Dates: June 30 and December 31
Reinvestment Sales Charge: 1.00%

** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.

808758.4
A-9

<PAGE>

<TABLE>
<CAPTION>
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

STATEMENTS OF FINANCIAL CONDITION, AS OF APRIL 20, 1999

ASSETS

Industrial Technology
Trust Trust
---------- ----------
<S> <C> <C>
Investment in Securities __ Sponsor's Contracts to Purchase Underlying
Securities Backed by Letter of Credit (cost for Industrial Trust:
$______; cost for Technology Trust: $______) (Note 1)........................ $ $

Cash ....................................................................

Total .................................................................... $ $
========= =========

LIABILITIES AND INTEREST OF UNITHOLDERS

Reimbursement to Sponsors for Organization Costs (Note 2)....................... $ $
--------- ---------

Interest of Unitholders -- Units of Fractional
Undivided Interest Outstanding (Industrial Trust: _____ Units;
Technology Trust: _____ Units)........................................... --------- ---------

Total........................................................................... $ $
========= =========

Net Asset Value per Unit........................................................ $ $
========= =========
</TABLE>

- ---------------
Notes to Statements of Financial Condition:

The preparation of financial statements in accordance with generally accepted
accounting principles requires Trust management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results can
differ from those estimates.

(1) McLaughlin, Piven, Vogel Family of Trusts, the McLaughlin, Piven,
Vogel Industrial Trust and the McLaughlin, Piven, Vogel Technology Trust (the
"Trusts") are unit investment trusts created under the laws of the State of New
York and registered under the Investment Company Act of 1940. The objective of
the Trusts, jointly sponsored by McLaughlin, Piven, Vogel Securities, Inc. and
Reich & Tang Distributors, Inc., the Sponsors, is to maximize total return
through capital appreciation. On April 20, 1999, the Date of Deposit, Portfolio
Deposits were received by The Chase Manhattan Bank, the Trusts' Trustee, in the
form of executed securities transactions, in exchange for units of the Trusts.
An irrevocable letter of credit issued by BankBoston in an amount of $200,000
has been deposited with the Trustee for the benefit of the Trusts to cover the
purchases of such Securities as well as any outstanding purchases of
previously-sponsored unit investment trusts of the Sponsors. Aggregate cost to
the Trusts of the Securities listed in the Portfolio is determined by the
Trustee on the basis set forth under "Public Sale of Units -- Public Offering
Price" as of 4:00 p.m. on April 19, 1999. The Trusts will terminate on July 17,
2000 or earlier under certain circumstances as further described in the
Prospectus.

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

808758.4
A-10

<PAGE>

<TABLE>
<CAPTION>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST

PORTFOLIO

AS OF APRIL 19, 1999

Market
Value of
Stocks as a
Number Percentage Market Cost of
Portfolio of Ticker of the Value Per Securities to
No. Shares Name of Issuer (1) Symbol Trust (2) Share the Trust (3)
--- ------ ------------------ ------ --------- ----- -------------

1 % $ $

Total Investment in Securities 100.00% $
====== ========

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on April 19,
1999. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be April 23,
1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date
of Deposit. The Sponsors' Purchase Price is $________. The Sponsors'
Loss on the Initial Date of Deposit is $_____.
</TABLE>

808758.4
A-11

<PAGE>

<TABLE>
<CAPTION>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

PORTFOLIO

AS OF APRIL 19, 1999

<S> <C> <C> <C> <C> <C> <C>
1 % $ $

Total Investment in Securities 100.00% $
======= ===========

FOOTNOTES TO PORTFOLIO

808758.4
A-12

<PAGE>

REPORT OF INDEPENDENT AUDITORS

THE UNITHOLDERS, SPONSORS AND TRUSTEE
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

We have audited the accompanying Statement of Financial Condition of
McLaughlin, Piven, Vogel Family of Trusts, The McLaughlin, Piven, Vogel
Industrial Trust and the McLaughlin, Piven, Vogel Technology Trust, including
the Portfolio, as of April 19, 1999. This financial statement is the
responsibility of the Trusts' management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation with The Chase Manhattan Bank, Trustee, of an irrevocable letter of
credit deposited for the purchase of securities, as shown in the financial
statement as of April 19, 1999. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of McLaughlin, Piven,
Vogel Family of Trusts, the McLaughlin, Piven, Vogel Industrial Trust and the
McLaughlin, Piven, Vogel Technology Trust, at April 19, 1999, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

New York, New York
April 19, 1999

808758.4
A-13

<PAGE>

[This page intentionally left blank]
------------------------------------

808758.4
A-14

<PAGE>

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

McLaughlin, Piven, Vogel Industrial Trust --
A Core Growth Portfolio

Everyday, investors pour money into the stock market to reach a variety of
individual goals: to fund retirement, a college education, a new home or even a
dream vacation. But when it comes to your goals, it is important that you have a
carefully planned strategy in place - one that aims to make the most of
opportunities in today's leading businesses. A core holding in some of the
foremost large-capitalization companies in the United States may be a good place
to begin constructing a portfolio to help you achieve your own unique financial
objectives.

The McLaughlin, Piven, Vogel Industrial Trust is a new unit investment trust for
individuals who want the opportunity to earn capital appreciation from a
portfolio of the twenty-five top performing stocks in the S&P 500 Index.1 In
particular, these stocks have been noted for their rate of capital appreciation
for the twelve-month period that ended December 31, 1998.

The Grand Advantage

In today's volatile markets, larger, more established companies may add
stability to your portfolio. Domestic companies with solid track records may
weather global volatility better than their smaller counterparts. And while past
performance does not guarantee future results, large-cap stocks have a history
of significant appreciation that makes them competitive with riskier small- and
mid-cap stocks.

The S&P 500 - A Measure of Performance

When it comes to measuring the movements of the U.S. stock market, one of the
most widely used tools is the Standard & Poor's 500 Composite Stock Price Index
- - The S&P 500. In fact, approximately 97% of U.S. money managers and pension
plan sponsors use the index as their benchmark for performance.2 The Index
focuses on the stocks of large-capitalization, U.S. companies in leading
industries, including the transportation, industrial, financial and utility
sectors.

The 500 stocks in the index are chosen by Standard & Poor's based on how well
they represent their industry, how liquid each individual stock is, and how
stable the company has proven to be over time. While the S&P 500 may not
comprise the 500 largest companies in the stock market, it is an index designed
to capture the returns of many different sectors of the U.S. economy.

- --------
1 The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is the
property of Standard & Poor's. The company is not affiliated with the Sponsors
of the Trust and has not participated in any way in the creation of the Trust or
the portfolio and has not approved any information included herein.

2 Source: Standard & Poor's, a division of the McGraw-Hill companies.

(i)

<PAGE>

Highlights of the McLaughlin, Piven, Vogel Industrial Trust

Disciplined Investing - The buy-and-hold, fixed portfolio eliminates management
fees and reduces trading expenses. The savings are passed through to investors.
Investors purchasing units will be charged a sales charge.

Monitored Portfolio - The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.

Daily Pricing & Liquidity - You have the flexibility to redeem your units at the
net asset value any day the stock market is open. Keep in mind that the daily
price will fluctuate with the underlying securities, and may be worth more or
less than you originally paid.

Low Minimum Investment - The Trust is able to offer the twenty-five top
performing stocks in the S&P 500 Index for the twelve-month period that ended
December 31, 1998, as measured by capital appreciation, for an initial
investment that's as low as $1,000 or $250 for qualified retirement plans or
custodial accounts.

Compounded Returns - You have the option to take advantage of the power of
compounding by having any distributions, if any, automatically reinvested into
additional units of the Trust at a reduced sales charge.

Three Options at Termination - The portfolio is held for approximately 15 months
and then liquidated. When the Trust terminates you have three options, which may
be subject to tax liability. You may:

1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced sales
charge, or
3. Receive the shares of the underlying stocks (minimums apply).

Risk Considerations:
An investment in Units of the Trust should be made with an understanding of the
risks associated with an investment in common stocks, which include the risks
that the financial condition of the issuer may become impaired or that the
general condition of the stock market may worsen, and the value of the equity
securities in the Trust's portfolio (and, therefore, the value of the Units) may
decline. In addition, the amount realized upon the sale of a security at
termination might not be the highest price attained by an individual security
during the life of the Trust.

(ii)

<PAGE>

McLaughlin, Piven, Vogel Technology Trust --
Capitalizing on Today's Premier Growth Sector

The McLaughlin, Piven, Vogel Technology Trust is a unique opportunity for
individuals who want to invest in one of today's premier growth sectors. The MPV
Technology Trust is a unit investment trust that seeks capital appreciation by
investing in a portfolio of many of the leading technology companies that
currently trade on the NASDAQ and NYSE1. And, what makes the Trust distinct is
it invests primarily in dominant technology companies that have already
demonstrated that they're helping to fuel the modern economy.

Why a technology portfolio?

Technology is an industry that will help shape not only the next few years, but
also the next millennium. It is providing innovative solutions that help
businesses improve everything from customer service to production, which
ultimately enhances the bottom line. However, technology isn't just part of the
business world. In our personal lives, we encounter new technology every day.
Email, cellular phones, the Internet, and the infinite uses for microprocessors
have changed the way we relax, and even keep in touch with one another.

Such potential is why many experts agree that despite periods of short-term
volatility, technology may be a core long-term growth sector that can benefit
most portfolios. An investment designed to tap into the power of this burgeoning
area provides the potential for superior capital appreciation.

The McLaughlin, Piven, Vogel Technology Trust

The MPV Technology Trust offers high return potential by investing mainly in a
portfolio of the fastest growing technology stocks that trade on the NASDAQ and
NYSE. The Trust, which is a fixed portfolio of 17 stocks, is selected by
focusing on the most actively traded companies on the two exchanges. From this
universe of stocks, the companies with a 40% or more price appreciation are
chosen for the Trust. The selection of the portfolio is based on data compiled
over the 12-month period ending December 31, 1998.

Highlights of the McLaughlin, Piven, Vogel Technology Trust

Monitored Portfolio - The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.

Low Minimum Investment - The Trust is able to offer this portfolio comprised
primarily of technology stocks for an initial investment that's as low as $1,000
or $250 for qualified retirement plans or custodial accounts.

(iii)

<PAGE>

Three Options at Termination - The portfolio is held for approximately 15 months
and then liquidated. When the Trust terminates, you have three options, which
may be subject to tax liability. You may:

1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced sales
charge, or
3. Receive the shares of the underlying stocks (minimums apply).

Risk Considerations:
An investment in Units of the Trust should be made with an understanding of the
risks associated with an investment in common stocks, which include the risks
that the financial condition of the issuer may become impaired or that the
general condition of the stock market may worsen, and the value of the equity
securities in the Trust's portfolio (and, therefore, the value of the Units) may
decline. Since the Trust may be concentrated in computer technology stocks,
investors should recognize the risks associated with the computer technology
industry, which may include government regulation and obsolete products. In
addition, the amount realized upon the sale of a security at termination might
not be the highest price attained by an individual security during the life of
the Trust.

(iv)

<PAGE>

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST

MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

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

PROSPECTUS -- Part B

Part B of This Prospectus May Not Be
Distributed Unless Accompanied by
Part A

THE TRUSTS

ORGANIZATION. The Trusts were created under New York State law pursuant
to a Trust Agreement ("Indenture") among McLaughlin, Piven, Vogel Securities,
Inc. and Reich & Tang Distributors, Inc., as Sponsors, and The Chase Manhattan
Bank, as Trustee.

On the Initial Date of Deposit, (i) the Sponsors deposited with the
Trustee common stock, including contracts for the purchase of certain such
securities (collectively, the "Securities") and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases, and (ii) the Trustee, in exchange for the Securities, registered on
the registration books of the Trusts the Sponsors' ownership of all Units of the
Trusts. As used herein, the term "Securities" means the common stocks initially
deposited in the Trusts and described in "Portfolio" in Part A and any
additional common stocks acquired and held by the Trusts pursuant to the
provisions of the Indenture.

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

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

DEPOSIT OF ADDITIONAL SECURITIES. During the 90-day period following
the Initial Date of Deposit (the "Deposit Period"), the Sponsors may deposit
additional Securities in the Trusts that are substantially similar to the
Securities already deposited in the Trusts ("Additional Securities"), contracts
to purchase Additional Securities or cash with instructions to purchase
Additional Securities, in order to create additional Units, maintaining to the
extent practicable the original proportionate relationship of the number of
shares of each Security in the Trusts' portfolios on the Initial Date of
Deposit. These additional Units, which will result in an increase in the number
of Units outstanding, will each represent, to the extent practicable, an
undivided

<PAGE>

interest in the same number and type of securities of identical issuers as are
represented by Units issued on the Initial Date of Deposit. The proportionate
relationship among the Securities in the Trusts will be adjusted to reflect the
occurrence of a stock dividend, a stock split or a similar event which affects
the capital structure of the issuer of a Security in the Trusts but which does
not affect the Trusts' percentage ownership of the common stock equity of such
issuer at the time of such event. It may not be possible to maintain the exact
original proportionate relationship among the Securities deposited on the
Initial Date of Deposit because of, among other reasons, purchase requirements,
changes in prices, or unavailability of Securities. Deposits of Additional
Securities in the Trusts subsequent to the Deposit Period must replicate exactly
the existing proportionate relationship among the number of shares of Securities
in the Trusts' portfolios. Substitute Securities may be acquired under specified
conditions when Securities originally deposited in the Trusts are unavailable
(see "The Trusts-Substitution of Securities").

INVESTMENT OBJECTIVE. The investment objective of the Trusts is to
maximize total return through capital appreciation. There is no guarantee that
the investment objective of the Trusts will be achieved.

Achievement of this investment objective is dependent upon several
factors including any appreciation or depreciation in value of the Securities,
the full range of economic and market influences affecting corporate
profitability, the financial condition of issuers and the prices of equity
securities in general and the Securities in particular. In addition, because of
other factors including Trust sales charges and expenses, unequal weightings of
stock, brokerage costs and any delays in purchasing securities with cash
deposited, investors in the Trusts may not realize as high a total return as the
theoretical performance of the underlying stocks in the Trusts. Since the
Sponsors may deposit additional Securities in connection with the sale of
additional Units, the yields on these Securities may change subsequent to the
Initial Date of Deposit.

STRATEGY OF PORTFOLIO SELECTION. The Industrial Trust seeks to achieve
its investment objective by investing in a fixed portfolio of the 25 best
performing stocks on the S&P 500 Index, as measured by price appreciation,
during the twelve-month period ending December 31, 1998. Price appreciation is
measured by the percentage change of each stock from December 31, 1997 through
December 31, 1998. The strategy involves a 4-step selection process:

Step 1: Calculate the price appreciation for each company
listed on the S&P 500 Index over the 12- month period
ending December 31, 1998.

Step 2: Eliminate non-ordinary common shares (including
preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).

Step 3: Select the 25 stocks which have the greatest price
appreciation.

Step 4: Of the 25 stocks selected for the Trust, weigh the
stocks equally.

The Technology Trust seeks to achieve its investment objective by
investing in a fixed portfolio of 17 stocks, comprised primarily of technology
companies which have had both high trading volume and price appreciation, during
the twelve-month period ending December 31, 1998. Price appreciation is measured
by the percentage change of each stock from December 31, 1997 through December
31, 1998. Technology stocks are identified as those companies which derive the
majority of their revenue from the technology industry, as compiled by Standard
& Poor's CompuStat, Englewood, Colorado. The strategy also involves a 4-step
selection process:

B-2

<PAGE>

Step 2: Eliminate non-ordinary common shares (including
preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).

Step 3: Identity: (i) the 12 stocks which have had the
highest number of shares traded on the NASDAQ during the
twelve-month period ended December 31, 1998 and from
those 12 stocks select the stocks which have had price
appreciation of 40% or greater during the same period;
and (ii) the 40 stocks which had the highest number of
shares traded on the NYSE during the twelve-month period
ending December 31, 1998 and select the technology
stocks which have had price appreciation of 40% or
greater during the same period.

Step 4: Of the 17 stocks selected for the Trust, weigh the
stocks in the following manner:

o 12% in each of the first two companies to
rank in the top half of both the volume and
price categories, first by volume and then by
price;

o 6.0% in each of the four companies that
ranked highest in the trading volume category
and 6.0% in each of the four companies that
ranked highest in the price appreciation
category, excluding any company that was
already selected and received a 12%
weighting; and

o 4.0% in each of the remaining companies.

THE SECURITIES. NASDAQ. Trading on the NASDAQ Stock Market began in
February 1971. NASDAQ stands for the National Association of Securities Dealers
Automated Quotations Systems. NASDAQ is an electronic dealer exchange (there is
no physical trading floor) on which dealers trade securities by setting a buy
and sell price. On NASDAQ, trading is executed through a computer and
telecommunications network and trades more shares per day than any other major
United States market. Approximately 5,100 domestic and foreign companies are
listed on the NASDAQ. The NASDAQ Stock Market is the United States'
second-largest securities market after the New York Stock Exchange. NASDAQ's
share volume reached over 202 billion shares in 1998 and dollar volume reached
nearly $5.8 trillion. In 1998, NASDAQ share volume was greater than that of all
other U.S. stock markets. In addition, in 1998 NASDAQ listed 273 U.S. initial
public offerings, which is 4 times more than any other U.S. stock market.

The NASDAQ stock market is operated by the NASDAQ Stock Market, Inc.,
an independent subsidiary of the National Association of Securities Dealers,
Inc. (NASD). Companies listed on the NASDAQ are separated into two major
classifications, the NASDAQ SmallCap Market, for small to medium-sized
companies, and the NASDAQ National Market, for larger companies with higher
capitalization. The NASDAQ Stock Market includes companies of every type and
every size, in every stage of development. Although companies listed on NASDAQ
represent a broad spectrum of industries including agriculture, mining,
construction, manufacturing, transportation, retail, banking and insurance, just
to name a few, the greatest industry concentrations of

B-3

<PAGE>

companies listed on the NASDAQ are in information technology (including computer
technology), telecommunications, pharmaceuticals, biotechnology, finance,
banking and insurance.

The recent acquisition by the NASD of the American Stock Exchange
(AMEX), a floor-based trading system, has not altered or affected the NASDAQ
system. Each market will continue to function as an independent subsidiary.

NYSE. The New York Stock Exchange (NYSE) is the world's largest equity
market. The NYSE is a floor-based, auction market trading system. In 1998, there
were approximately 674 million shares traded each day. Approximately 3,100
domestic and foreign companies are listed on the NYSE with over 242 billion
shares outstanding and total market capitalization of nearly $12 trillion.

The NYSE consists of large, mid-sized and smaller companies in all
business sectors. Moreover, virtually every leading industrial, financial and
service corporation is listed on the NYSE. To be considered for listing on the
NYSE, a company must meet specified levels of net earnings, assets, and trading
volume, and its shares must be widely held by investors.

S&P 500 Index. The S&P 500 includes a representative example of leading
companies in leading industries. The S&P 500 is used by 97% of U.S. money
managers and pension plan sponsors and the market value of the 500 companies
contained in this index is approximately $10.4 trillion. Stocks in the S&P
represent approximately 80% of the market value of all publicly traded common
stock in the United States although the 500 companies represent only 7% of the
publicly traded companies in the United States.

The S&P 500 is widely regarded as the standard for measuring large-cap
U.S. stock market performance and is also a barometer for overall stock market
performance . The S&P focuses on large cap U.S. companies in leading sectors
such as industrial, transportation, financial and utility. Stocks are chosen for
this index based on market size, liquidity and industry group representation.
NYSE companies make up approximately 91.6% of the S&P 500, NASDAQ companies
account for approximately 8.0% and AMEX companies account for approximately 0.4%
of this index.

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

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

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

In the event no substitution is made, the proceeds of the sale of
Securities will be distributed to Unitholders as set forth under "Rights of
Unitholders -- Distributions." In addition, if the right of substitution shall
not be utilized to acquire Substitute Securities in the event of a failed
contract, the Sponsor will cause to be refunded the

B-4

<PAGE>

sales charge attributable to such Failed Securities to all Unitholders, and
distribute the principal and dividends, if any, attributable to such Failed
Securities on the next Distribution Date.

RISK CONSIDERATIONS

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

Moreover, common stocks do not represent an obligation of the issuer
and therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which can adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), common stocks have neither fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The value of the common stocks
in the Trusts thus may be expected to fluctuate over the life of the Trusts to
values higher or lower than those prevailing on the Initial Date of Deposit.

Unitholders will be unable to dispose of any of the Securities in the
Trusts, and, as such, will not be able to vote the Securities. As the holder of
the Securities, the Trustee will have the right to vote all of the voting stocks
in the Trusts and will vote in accordance with the instructions of the Sponsors.

COMPUTER/COMPUTER TECHNOLOGY INDUSTRIES. The Trusts may be considered
to be concentrated in the common stock of companies engaged in the computer and
computer technology industries. As discussed, the value of the Units of the
Trusts may be susceptible to various factors affecting these industries.
Companies in the rapidly changing field, of computer and computer technology
face special risks. For example, their products or services may not prove
commercially successful or may become obsolete quickly. As such, the Trusts may
not be an appropriate investment for individuals who are not long-term investors
and whose primary objective is safety of principal or stable income from their
investments. The computer and computer technology-related industries may be
subject to greater governmental regulation than many other industries and
changes in

B-5

<PAGE>

governmental policies and the need for regulatory approvals may have a material
adverse effect on these industries. Additionally, companies in these industries
may be subject to risks of developing computer technologies, competitive
pressures and other factors and are dependent upon consumer and business
acceptance as new computer technologies evolve.

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

FIXED PORTFOLIO. Unlike a "managed" investment company in which there
may be frequent changes in the portfolio of securities based upon economic,
financial and market analyses, the adverse financial condition of a company will
not result in the elimination of its securities from the portfolio of the
Trusts. In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when, in its opinion,
it is in the best interests of the Unitholders to do so. All the Securities in
the Trusts are liquidated or distributed during the Liquidation Period. Since
the Trusts will not sell Securities in response to ordinary market fluctuation,
but only at the Trusts' termination or upon the occurrence of certain events,
the amount realized upon the sale of the Securities may not be the highest price
attained by an individual Security during the life of the Trusts. Some of the
Securities in the Trusts may also be owned by other clients of the Sponsors and
their affiliates. However, because these clients may have differing investment
objectives, the Sponsors may sell certain Securities from those accounts in
instances where a sale by the Trusts would be impermissible, such as to maximize
return by taking advantage of market fluctuations. Although the Trusts are
regularly reviewed and evaluated and the Sponsor may instruct the Trustee to
sell Securities under certain limited circumstances, Securities will not be sold
by the Trusts to take advantage of market fluctuations or changes in anticipated
rates of appreciation.

ADDITIONAL SECURITIES. Investors should be aware that in connection
with the creation of additional Units subsequent to the Initial Date of Deposit,
the Sponsors may deposit Additional Securities, contracts to purchase Additional
Securities or cash with instructions to purchase Additional Securities, in each
instance maintaining the original proportionate relationship, subject to
adjustment under certain circumstances, of the numbers of shares of each
Security in the Trusts. To the extent the price of a Security increases or
decreases between the time cash is deposited with instructions to purchase the
Security and the time the cash is used to purchase the Security, Units may
represent less or more of that Security and more or less of the other Securities
in the Trusts. Brokerage fees (if any) incurred in purchasing Securities with
cash deposited with instructions to purchase the Securities will be an expense
of the Trusts. Price fluctuations between the time of deposit and the time the
Securities are purchased, and payment of brokerage fees, will affect the value
of every Unitholder's Units and the Income per Unit received by the Trusts.

In particular, Unitholders who purchase Units during the initial
offering period will experience a dilution of their investment as a result of
any brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the Evaluation
Time or at prices as close as possible to the prices used to evaluate Trust
Units at the Evaluation Time. In addition, subsequent deposits to create such
additional Units will not be covered by the deposit of a bank letter of credit.
In the event that the Sponsors do not deliver cash in consideration for the
additional Units delivered, the Trusts may be unable to satisfy their contracts
to purchase the Additional Securities. The failure of the Sponsors to deliver
cash to the Trusts, or any delays in the Trusts receiving such cash, may have
significant adverse consequences for the Trusts.

B-6

<PAGE>

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

TERMINATION. The Trusts may be terminated at any time and all
outstanding Units liquidated if the net asset value of each Trust falls below
40% of the aggregate net asset value of each Trust at the completion of the
initial public offering period. Investors should note that if the net asset
value of each Trust should fall below the applicable minimum value, the Sponsors
may then terminate each Trust, at their sole discretion, prior to the
Termination Date specified in the Summary of Essential Information.

LEGAL PROCEEDINGS AND LEGISLATION. At any time after the Initial Date
of Deposit, legal proceedings may be initiated on various grounds, or
legislation may be enacted, with respect to the Securities in the Trusts or to
matters involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or will not
impair the ability of the issuers of the Securities to achieve their business
goals.

TAX STATUS

This is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code. Unitholders should consult their tax advisers in
determining the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units.

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

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

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

B-7

<PAGE>

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

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

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

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

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

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

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

A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to its pro rata portion of dividends
taxable as ordinary income received by the Trusts from a domestic corporation or
from a qualifying foreign corporation in the same manner as if such corporation
directly owned the Securities paying such dividends. However, a corporation
owning Units should be aware that Sections 246 and 246A of the Code impose
additional limitations on the eligibility of dividends for the 70% dividends
received deduction. These limitations include a requirement that stock (and
therefore Units) must generally be held at least

B-8

<PAGE>

46 days (as determined under Section 246(c) of the Code) during the 90-day
period beginning on the date that is 45 days before the date on which the stock
becomes ex-dividend. Moreover, the allowable percentage of the deduction will be
reduced if a corporate Unitholder owns stock (or Units) the financing of which
is directly attributable to indebtedness incurred by such corporation.

As discussed in the section "Administration of the Trusts - Trust
Termination," each Unitholder may have three options in receiving its
termination distributions, namely (i) to receive its pro rata share of the
underlying Securities in kind, (ii) to receive cash upon liquidation of its pro
rata share of the underlying Securities, or (iii) to invest the amount of cash
it will receive upon the liquidation of its pro rata share of the underlying
Securities in units of a future series of the Trusts (if one is offered). A
Unitholder that chooses option (i) should be treated as merely exchanging its
undivided pro rata ownership of Securities held by the Trusts for sole ownership
of a proportionate share of Securities, and therefore the transaction should be
tax free to the extent the Securities are received. Alternatively, the
transaction may be treated as an exchange that will qualify for nonrecognition
treatment to the extent the Unitholder is exchanging its undivided interest in
all of the Trusts' Securities for its proportionate number of shares of the
underlying Securities. In either instance, the transaction should result in a
non-taxable event for the Unitholder to the extent Securities are received.
However, there is no specific authority addressing the income tax consequences
of an in-kind distribution from a grantor trust.

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

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

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

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

B-9

<PAGE>

PUBLIC SALE OF UNITS

PUBLIC OFFERING PRICE. The Public Offering Price of the Units for the
Trusts is computed by adding the applicable initial sales charge to the
aggregate value of the Securities (as determined by the Trustee) and any cash
held to purchase Securities, divided by the number of Units of the Trust
outstanding. Valuation of Securities by the Trustee is made at the close of
business on the NYSE on each business day. Securities quoted on a national
exchange or NASDAQ are valued at the closing sale price. Securities not so
quoted are valued in the manner described in the Indenture.

PUBLIC DISTRIBUTION OF UNITS. Units will be distributed to the public
at the Public Offering Price through the Sponsors and may also be distributed
through dealers. The Sponsors intend to qualify the Units for sale in certain
states.

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

Approximate
Reduced
Number of Units Sales Charge
- --------------- ------------
25,000 but less than 50,000.................. 3.995%

50,000 but less than 100,000................. 3.745%

100,000 or more.............................. 3.495%

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

These discounts will apply to all purchases of Units by the same
purchaser during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount. Such purchaser must own at least the required number of Units at the
time such determination is made. Units held in the name of the spouse of the
purchaser or in the name of a child of the purchaser under 21 years of age are
deemed for the purposes hereof to be registered in the name of the purchaser.
The discount is also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.

Unitholders of prior series of McLaughlin, Piven, Vogel Family of
Trusts (the "Prior Series") may "rollover" into the Trusts by exchanging units
of the Prior Series for Units of the Trusts at their relative net asset values
plus the applicable sales charge. Unitholders maintaining an account at
McLaughlin, Piven, Vogel Securities, Inc. exercising this option, may purchase
such Units subject to a reduced sales charge of 3.995%. An exchange of units of
a Prior Series for Units of the Trusts will generally be a taxable event. [The
rollover option described herein will also be available to investors in the
Prior Series who elect to purchase additional Units of the Trusts (see
"Administration of the Trusts - Trust Termination").]

Unitholders with a brokerage account at McLaughlin, Piven, Vogel
Securities, Inc. will qualify to receive one trade to buy equity securities any
time following the first Settlement Date of the Trusts and only be charged a
$19.50 processing fee.

B-10

<PAGE>

Investors who purchase Units of the Trusts through a Keogh Plan,
pension fund or other qualified retirement plan having 25 or more members
maintained at McLaughlin, Piven, Vogel Securities, Inc. will be subject to a
reduced sales charge of 2.0%.

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

SPONSORS' PROFITS. The Sponsors will receive a combined gross
underwriting commission equal to up to 4.495% of the Public Offering Price per
100 Units (equivalent to 4.707% of the net amount invested in the Securities).
Additionally, the Sponsors may realize a profit on the deposit of the Securities
in the Trusts representing the difference between the cost of the Securities to
the Sponsors and the cost of the Securities to the Trusts (see "Portfolio" in
Part A). The Sponsors may realize profits or sustain losses with respect to
Securities deposited in the Trusts which were acquired from underwriting
syndicates of which they were a member. All or a portion of the Securities
deposited in the Trusts may have been acquired through the Sponsors.

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, the
Underwriter may also realize profits or sustain losses as a result of
fluctuations after the Initial Date of Deposit in the aggregate value of the
Securities and hence in the Public Offering Price received by the Sponsors for
the Units. Cash, if any, made available to the Sponsors prior to settlement date
for the purchase of Units may be used in the Sponsors' business subject to the
limitations of 17 CFR 240.15c3-3 under the Securities Exchange Act of 1934 and
may be of benefit to the Sponsors.

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

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

RIGHTS OF UNITHOLDERS

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

B-11

<PAGE>

governed by the applicable procedures of DTC and the Unitholder's agreement with
the DTC participant in whose name the Unitholder's Units are registered on the
transfer records of DTC.

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

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

As of each Record Date, the Trustee will deduct from the Income Account
of the Trusts, and, to the extent funds are not sufficient therein, from the
Principal Account of the Trusts, amounts necessary to pay the expenses of the
Trusts (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trusts. Amounts so
withdrawn shall not be considered a part of such Trusts' assets until such time
as the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.

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

RECORDS. The Trustee keeps records of the transactions of the Trusts at
its corporate trust office including names, addresses and holdings of all
Unitholders of record, a current list of the Securities and a copy of the
Indenture. Such records are available to Unitholders for inspection at
reasonable times during business hours.

REPORTS TO HOLDERS The Trustee will furnish Unitholders with each
distribution a statement of the amount of income and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year, the Trustee will furnish to each person who at any time during
the calendar year was a Unitholder of record, a statement showing:

(i) as to the Income Account: dividends, interest and other cash
amounts received, amounts paid for purchases of Substitute Securities and
redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, and the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each 100 Units outstanding on the last
business day of such calendar year;

(ii) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trusts, amounts

B-12

<PAGE>

paid for purchases of Substitute Securities and redemptions of Units, if any,
and the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro rata
share of each 100 Units outstanding on the last business day of such calendar
year;

(iii) a list of the Securities held, a list of Securities purchased,
sold or otherwise disposed of during the calendar year and the number of Units
outstanding on the last business day of such calendar year;

(iv) the Redemption Price per 100 Units based upon the last computation
thereof made during such calendar year; and

(v) amounts actually distributed to Unitholders during such calendar
year from the Income and Principal Accounts, separately stated, of the Trusts,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year.

Unitholders will be furnished with evaluations of Securities upon
request to the Trustee in order to comply with Federal and state tax reporting
requirements.

LIQUIDITY

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

Units purchased by the Sponsors in the secondary market may be
reoffered for sale by the Sponsors at a price based on the aggregate value of
the Securities in the Trusts plus a 4.495% sales charge (or 4.707% of the net
amount invested) plus a pro rata portion of amounts, if any, in the Income
Account. Any Units that are purchased by the Sponsors in the secondary market
also may be redeemed by the Sponsors if they determine such redemption to be in
their best interest.

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

TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the
business day preceding the commencement of the Liquidation Period (approximately
fifteen months from the Date of Deposit), Units may also be tendered to the
Trustee for redemption upon payment of any relevant tax by contacting the
Sponsors

B-13

<PAGE>

holding such Units in street name. In certain instances, additional documents
may be required, such as trust instrument, certificate of corporate authority,
certificate of death or appointment as executor, administrator or guardian. At
the present time there are no specific taxes related to the redemption of Units.
No redemption fee will be charged by the Sponsors or the Trustee. Units redeemed
by the Trustee will be canceled.

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

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

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

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

B-14

<PAGE>

to cover the required cash distribution to the tendering Unitholder, the Trustee
may sell Securities in the manner described above.

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

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

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

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

ADMINISTRATION OF THE TRUSTS

TRUST SUPERVISION. Each Trust is a unit investment trust and is not a
managed fund. Traditional methods of investment management for a managed fund
typically involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolios of the Trusts, however,
will not be managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from the portfolio.
Although the portfolio of the Trusts is regularly reviewed, because of the
formula employed in selecting the Securities, it is unlikely the Trusts will
sell any of the Securities other than to satisfy redemptions of Units, or to
cease buying Additional Securities in connection with the issuance of additional
Units. However, the Trust Agreement provides that the Sponsors may direct the
disposition of Securities upon the occurrence of certain events including: (i)
default in payment of amounts due on any of the Securities; (ii) institution of
certain legal proceedings; (iii) default under certain documents materially and
adversely affecting future declaration or payment of amounts due or expected;
(iv) determination of the Sponsors that the tax treatment of the Trusts as a
grantor trust would otherwise be jeopardized; or (v) decline in price as a
direct result of serious adverse credit factors affecting the issuer of a
Security which, in the opinion of the Sponsors, will make the retention of the
Security detrimental to the Trusts or the Unitholders. Furthermore, the Trusts
will likely continue to hold a Security and purchase additional shares
notwithstanding its ceasing to be (i) ranked as one of the 25 best performing
stocks on the S&P 500 Index, as measured by price appreciation or (ii) included
as one of the highest traded stocks on the NASDAQ or NYSE with a price
appreciation of 40% or greater.

B-15

<PAGE>

In addition, the Trust Agreement provides as follows:

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

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

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

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

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

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

TRUST TERMINATION. The Trust Agreement provides that the Trusts shall
terminate as of the Evaluation Time on the business day preceding the
commencement of the Liquidation Period or upon the maturity, redemption or other
disposition, as the case may be, of the last of the Securities held in such
Trust but in no event is it to continue beyond the Mandatory Termination Date.
If the value of the Trusts shall be less than

B-16

<PAGE>

the minimum amount set forth under "Summary of Essential Information" in Part A,
the Trustee may, in its discretion, and shall, when so directed by the Sponsors,
terminate the Trusts. The Trusts may also be terminated at any time with the
consent of the investors holding 100% of the Units then outstanding. The Trustee
may utilize the services of the Sponsors for the sale of all or a portion of the
Securities in the Trusts, and in so doing, the Sponsors will determine the
manner, timing and execution of the sales of the underlying Securities. Any
brokerage commissions received by the Sponsors from the Trusts in connection
with such sales will be in accordance with applicable law. In the event of
termination, written notice thereof will be sent by the Trustee to all
Unitholders. Such notice will provide Unitholders with the following three
options by which to receive their pro rata share of the net asset value of the
Trusts and requires their election of one of the three options by notifying the
Trustee by returning a properly completed election request (to be supplied to
Unitholders of at least 2,500 Units prior to the commencement of the Liquidation
Period):

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

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

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

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

The Sponsors have agreed that to the extent they effect the sales of
underlying securities for the Trustee in the case of the second and third
options during the Liquidation Period such sales will be free of brokerage
commissions. The Sponsors, on behalf of the Trustee, will sell, unless prevented
by unusual and unforeseen

B-17

<PAGE>

circumstances, such as, among other reasons, a suspension in trading of a
Security, the close of a stock exchange, outbreak of hostilities and collapse of
the economy, by the last business day of the Liquidation Period. The Redemption
Price Per 100 Units upon the settlement of the last sale of Securities during
the Liquidation Period will be distributed to Unitholders in redemption of such
Unitholders' interest in the Trusts.

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

Section 17(a) of the Investment Company Act of 1940 generally prohibits
principal transactions between registered investment companies and their
affiliates. Pursuant to an exemptive order issued by the SEC, each terminating
McLaughlin, Piven, Vogel Family of Trusts can sell Duplicated Securities
directly to a New Series. The exemption will enable the Trusts to eliminate
commission costs on these transactions. The price for those securities
transferred will be the closing sale price on the sale date on the national
securities exchange where the securities are principally traded, as certified
and confirmed by the Trustee.

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

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

In the event the Sponsors determine that a redemption in kind and
subsequent investment in a New Series by a Unitholder may be accomplished in a
manner that will not result in the recognition of gain or loss for Federal
income tax purposes with respect to any Securities included in the portfolio of
the New Series, Unitholders will be notified at least 30 days prior to the
Rollover Notification Date of the procedures and process necessary to facilitate
such tax treatment.

THE SPONSORS. McLaughlin, Piven, Vogel Securities, Inc. ("MPV") is a
New York corporation engaged in the underwriting and securities brokerage
business, and in the investment advisory business. It is a

B-18

<PAGE>

member of the National Association of Securities Dealers, Inc. MPV maintains its
principal business offices at 30 Wall Street, New York, New York 10005. The
majority shareholder of MPV is James J. McLaughlin. Mr. McLaughlin may be deemed
to be a controlling person of MPV.

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

MetLife is a mutual life insurance company with assets of $330.6
billion at December 31, 1997. MetLife provides a wide range of insurance and
investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force, which totaled $1.7 trillion on December 31, 1997 for MetLife and its
insurance affiliates.

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

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

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

The Trustee shall not be liable or responsible in any way for taking
any action, or for refraining from taking any action, in good faith pursuant to
the Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its

B-19

<PAGE>

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

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

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

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

TRUST EXPENSES AND CHARGES

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

The Sponsors will receive, for portfolio supervisory services to the
Trusts, an Annual Fee in the amount set forth under "Summary of Essential
Information" in Part A. The Sponsors' fee may exceed the actual cost of
providing portfolio supervisory services for the Trusts, but at no time will the
total amount received for portfolio supervisory services rendered to all series
of the McLaughlin, Piven, Vogel Family of Trusts in any calendar

B-20

<PAGE>

year exceed the aggregate cost to the Sponsors of supplying such services in
such year. (See "Administration of the Trusts - Trust Supervision.")

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

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

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

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

REINVESTMENT PLAN

Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trusts) may be reinvested
by participating in the Trusts' Reinvestment Plan. Under the plan, the Units
acquired for participants will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of Additional Securities
as described in "The Trusts -- Deposit of Additional Securities" in this Part B.
Units acquired by reinvestment will be subject to a reduced sales charge of
1.00%. Unitholders who participate in the Reinvestment Plan will never the less
be subject to tax on their distributions in the manner described under "Tax
Status" above. Investors should inform their broker when purchasing their Units
if they wish to participate in the Reinvestment Plan. Thereafter, Unitholders
should contact their broker if they wish to modify or terminate their election
to participate in the Reinvestment Plan. In order to enable a Unitholder to
participate in the Reinvestment Plan, with respect to a particular distribution
on their Units, such notice must be made at least three business days prior to
the Record Date for such distribution. Each subsequent distribution of income or
principal on the participant's Units will be automatically applied by the
Trustee to purchase additional Units of the Trusts. The Sponsors reserve the
right to demand, modify or terminate the

B-21

<PAGE>

Reinvestment Plan at any time without prior notice. The Reinvestment Plan for
the Trusts may not be available in all states.

OTHER MATTERS

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

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

PERFORMANCE INFORMATION. Total returns, average annualized returns or
cumulative returns for various periods of the strategy, the related index and
the Trusts may be included from time to time in advertisements, sales literature
and reports to current or prospective investors. Total return shows changes in
Unit price during the period plus any dividends and capital gains, divided by
the original public offering price. Average annualized returns show the average
return for stated periods of longer than a year. Sales material may also include
an illustration of the cumulative results of like annual investments in the
strategy during an accumulation period and like annual withdrawals during a
distribution period. Figures for actual portfolios will reflect all applicable
expenses and, unless otherwise stated, the maximum sales charge. No provision is
made for any income taxes payable. Similar figures may be given for the Trusts
applying the investment strategies to other indexes. Returns may also be shown
on a combined basis. Trust performance may be compared to performance on a total
return basis of the NASDAQ or similar index, or performance data from Lipper
Analytical Services, Inc., Morningstar Publications, Inc. and Center for
Research in Security Prices (CRSP) at the University of Chicago or from
publications such as The Wall Street Journal, Money, The New York Times, U.S.
News and World Report, Business Week, Forbes or Fortune. As with other
performance data, performance comparisons should not be considered
representative of the Trusts' relative performance for any future period.

Pending the approval of the National Association of Securities Dealers
Regulation, the Sponsors may also include, in advertisements, sales literature
and reports to current or prospective investors, the performance of hypothetical
portfolios to which the Sponsors have applied the same investment objectives and
selection strategies, as well as back-tested data of the historical performance
of such strategies, as described in "The Trusts -- The Securities" and which the
Sponsors intend to apply to the selection of securities for the Trusts. This
performance information is intended to illustrate the Trusts' strategies and
should not be interpreted as indicative of the future performance of the Trusts.

B-22

<PAGE>

[This page intentionally left blank]

B-23

<PAGE>

<S> <C>
No person is authorized to give any information McLaughlin, Piven, Vogel
or to make any representations not contained in Family of Trusts
this Prospectus and you should not rely on any
other information. The Trust is registered as a McLaughlin, Piven, Vogel Industrial Trust
unit investment trust under the Investment McLaughlin, Piven, Vogel Technology Trust
Company Act of 1940. Such registration does
not imply that the Trust or any of its Units have
been guaranteed, sponsored, recommended or (A UNIT INVESTMENT TRUST)
approved by the United States or any state or
any agency or officer thereof.

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

Table of Contents PROSPECTUS
Title Page
- ----- ---- DATED: APRIL 20, 1999

PART A
Investment Summary.......................................A-2 SPONSORS:
Fee Table................................................A-6
Summary of Essential Information.........................A-8
Statements of Financial Condition.......................A-10 McLAUGHLIN, PIVEN, VOGEL
Portfolios..............................................A-11 SECURITIES, INC.
Report of Independent Auditors..........................A-13 30 Wall Street
New York, New York 10005
PART B 212-248-0750
The Trusts...............................................B-1
Risk Considerations......................................B-5 REICH & TANG DISTRIBUTORS, INC.
Tax Status...............................................B-7 600 Fifth Avenue
Public Sale of Units....................................B-10 New York, New York 10020
Rights of Unitholders...................................B-11 212-830-5400
Liquidity...............................................B-13
Administration of the Trusts............................B-15
Trust Expenses and Charges..............................B-20
Reinvestment Plan.......................................B-21
Other Matters...........................................B-22

This Prospectus does not contain all of the TRUSTEE:
information set forth in the registration
statement, filed with the SEC, Washington,
D.C., under the Securities Act of 1933 (file no. THE CHASE MANHATTAN BANK
333-73401), and the Investment Company Act 4 New York Plaza
of 1940 (file no. 811-08945), and to which New York, New York 10004
reference is made. Copies may be reviewed
and obtained from the SEC by: --------------------------

o calling: 1-800-SEC-0330 This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in any state
o visiting the SEC Internet address: to any person to whom it is not lawful to make such
http://www.sec.gov offer in such state.

o writing: Public Reference Section of the
Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549-6009
</TABLE>

<PAGE>

PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A -- BONDING ARRANGEMENTS

The employees of Reich & Tang Distributors, Inc. are covered under
Brokers' Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.

The employees of McLaughlin, Piven, Vogel Securities, Inc. are covered
under Broker's Blanket Policy, Standard Form 14, in the amount of $1,000,000.

ITEM B -- CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the
cross-reference sheet filed with Form S-6 for McLaughlin, Piven,
Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial Trust and
McLaughlin, Piven, Vogel Technology Trust on March 5, 1999).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Ernst & Young LLP

The following exhibits:

*99.1.1 -- Reference Trust Agreement including certain
amendments to the Trust Indenture and Agreement
referred to under Exhibit 99.1.1.1 below.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as
Exhibit 99.1.1.1 to Amendment No. 1 to Form S-6
Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on September 23, 1998 and
incorporated herein by reference).
99.1.3.5 -- Certificate of Incorporation of Reich & Tang
Distributors, Inc. (filed as Exhibit 99.1.3.5 to
Form S-6 Registration Statement No. 333-44301 of
Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on
January 15, 1998 and incorporated herein by
reference).
99.1.3.6 -- By-Laws of Reich & Tang Distributors,
Inc.(filed as Exhibit 99.1.3.6 to Form S-6
Registration Statement No. 333- 44301 of Equity
Securities Trust, Series 16, Signature Series,
Zacks All-Star Analysts Trust III on January 15,
1998 and incorporated herein by reference).
99.1.3.7 -- Certificate of Incorporation of McLaughlin,
Piven, Vogel Securities, Inc. dated March 8, 1977
and as amended on January 16, 1979, June 8, 1979,
August 27, 1979, May 3, 1982, December 20, 1983
and September 25, 1989 (filed as Exhibit 99.1.3.7
to Form S-6 Registration Statement No. 333-60915
of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).
99.1.3.8 -- By-Laws of McLaughlin, Piven, Vogel Securities
Inc. (filed as Exhibit 99.1.3.8 to Form S-6
Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality
of the securities being registered, including
their consent to the filing thereof and to the use
of their name under the headings "Tax Status" and
"Legal Opinions" in the Prospectus, and to the
filing of their opinion regarding tax status of
the Trust.
99.6.0 -- Power of Attorney of Reich & Tang Distributors,
Inc., the Depositor, by its officers and a
majority of its Directors (filed as Exhibit 99.6.0
to Form S-6 Registration Statement No. 333-44301
of Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on
January 15, 1998 and incorporated herein by
reference).
99.6.1 -- Power of Attorney of McLaughlin, Piven, Vogel
Securities, Inc. (filed as Exhibit 99.6.1 to Form
S-6 Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).

- ----------------------------------
* To be filed by amendment.

II-1
811937.2

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust has duly caused
this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, hereunto duly authorized, in the City of New York
and State of New York on the 13th day of April, 1999.

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
and MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
(Registrant)

MCLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
(Depositor)

By /s/ ALLAN M. VOGEL
----------------------------------------------
Allan M. Vogel
(Authorized Signator)

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons, who constitute the principal officers and a
majority of the directors of McLaughlin, Piven, Vogel Securities, Inc., the
Depositor, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Name Title Date
---- ----- ----
<S> <C> <C>

JAMES C. MCLAUGHLIN Chairman of the Board, Chief
Executive Officer and Director

ALLAN M. VOGEL President, Secretary, Chief Financial
Officer and Director
April 13, 1999

By /s/ ALLAN M. VOGEL
-------------------------
Allan M. Vogel
Attorney-In-Fact*
</TABLE>

- ---------------------------
* An executed copy of a Power of Attorney was filed as Exhibit 99.6.1 to
Form S-6 Registration Statement No. 333-60915 on August 7, 1998.

II-2
811937.2

<PAGE>

UNDERTAKING TO FILE REPORTS

SIGNATURES

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
and MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
(Registrant)

REICH & TANG DISTRIBUTORS, INC.
(Depositor)

By /s/ PETER J. DEMARCO
----------------------------------------------
Peter J. DeMarco
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons, who constitute the principal officers and a
majority of the directors of Reich & Tang Distributors, Inc., the Depositor, in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C> <C>

Name Title Date
---- ----- ----
RICHARD E. SMITH III President and Director

PETER S. VOSS Director

G. NEAL RYLAND Director

EDWARD N. WADSWORTH Executive Officer

STEVEN W. DUFF Director April 13, 1999

PETER J. DEMARCO Executive Vice President

RICHARD I. WEINER Vice President
By /s/ PETER J. DEMARCO
BERNADETTE N. FINN Vice President --------------------------
Peter J. DeMarco
LORRAINE C. HYSLER Secretary as Executive Vice President
and Attorney-In-Fact*
RICHARD DE SANCTIS Treasurer
</TABLE>

- -----------------------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to Form
S-6 Registration Statement No. 333-44301 on January 15, 1998.

II-3
811937.2

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference made to our firm under the Caption
"Independent Auditors" in Part B of the Prospectus and to the use of our report
dated April 19, 1999, in this Registration Statement (Form S-6 No. 333-73401) of
McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial
Trust and McLaughlin, Piven, Vogel Technology Trust.

ERNST & YOUNG LLP

New York, New York
April 19, 1999

II-4
811937.2