<PAGE>
As filed with the Securities and Exchange Commission on April 20, 1999
Registration No. 333-73401
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
TO
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
----------------
A.EXACT NAME OF TRUST:
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
30 Wall Street Distributors, Inc.
New York, New York 10005 600 Fifth Avenue
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 Battle Fowler LLP
McLaughlin, Piven, Vogel Distributors, Inc. 75 East 55th Street
Securities, Inc. 600 Fifth Avenue New York, New York 10022
30 Wall Street New York, New York 10020 (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.
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- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
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.
Minimum purchase:
100 Units for individuals
25 Units for custodial accounts and certain tax deferred
retirement plans
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
<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. Trading volume is measured using
data from Standard & Poor's CompuStat, Englewood, Colorado. 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, using
data from 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 listed on the NYSE which had the
highest number of shares traded 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:
. 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;
. 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
. 4.0% in each of the remaining companies.
A-2
<PAGE>
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. 14 stocks are listed on the
NYSE and 11 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: Biotechnology, 4.00%; Communications Equipment,
4.00%; Computer-Hardware, 11.98%; Computer-Networking, 7.99%; Computer-
Peripherals, 3.98%; Computer-Software, 15.99%; Consumer Finance, 8.06%;
Electrical Equipment, 3.99%; Electronic-Semiconductors, 4.01%; Entertainment,
4.02%; Health Care Diversified, 3.99%; Investment Banking/Brokerage, 4.00%;
Retail (Building Supplies), 8.02%; Retail Specialty, 3.97%; Retail Specialty-
Apparel, 4.00%; Retail Stores-General Merchandise Chain, 4.00%; and Telephone-
Long Distance, 4.00%. 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: Communications Equipment, 6.01%; Computer-Hardware, 26.02%;
Computer-Networking, 16.03%; Computer-Peripherals, 5.99%; Computer-Software,
21.95%; Electronic-Semiconductors, 14.05%; Equipment-Semiconductors, 3.98%; and
Telephone-Long Distance, 5.97%. 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:
. 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).
. 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.
. 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.
. 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.
A-3
<PAGE>
. 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 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.
. There is no assurance that any dividends will be declared or paid in the
future on the Securities.
. 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.
. 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:
. 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;
. adding a sales charge of 4.495% (4.707% of the net amount invested); and
. 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
A-4
<PAGE>
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.
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, excluding tax sheltered retirement
accounts, will generally 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:
. receive their distribution in-kind, if they own at least 2,500 Units;
. receive cash upon the liquidation of their pro rata share of the
Securities; or
. reinvest in a subsequent series of 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.
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.
- --------------------------------------------------------------------------------
Unitholder Transaction Expenses
(fees paid directly from your investment)
<TABLE>
<CAPTION>
Industrial Trust Technology Trust
---------------------- ---------------------
Amount
As a % Amount As a % per
of Initial per 100 of Initial 100
Offering Price Units Offering Price 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>
Estimated Annual Fund Operating Expenses
(Expenses that are deducted from Trust assets)
<TABLE>
<CAPTION>
Industrial Trust Technology Trust
---------------------------- ----------------------------
Amount Amount
As a % per As a % per
of Initial 100 of Initial 100
Net Assets Units Net Assets Units
---------- ------ ---------- ------
<S> <C> <C> <C> <C> <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>
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 .126% for the Industrial Trust and .126% 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
<TABLE>
<CAPTION>
1 3
year years
---- -----
<S> <C> <C>
Industrial Trust..................................................... $48 $133
Technology Trust..................................................... $48 $133
</TABLE>
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 Trusts have a term of only approximately fifteen months and are
unit investment trusts 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.
A-6
<PAGE>
THE INDUSTRIAL TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of April 19, 1999, the business day prior to the Initial Date of Deposit
<TABLE>
<CAPTION>
Initial Date of Deposit of Securities in
the Trust:
<S> <C>
April 20, 1999
Aggregate Value of Securities: $ 147,928
Number of Units: 15,511
Fractional Undivided Interest
in Trust: 1/15,511
Public Offering Price per 100
Units:
Aggregate Value of Securities
in Trust $ 147,928
Divided By 15,511 Units (times
100) $ 953.71
Plus Estimated Organization
Costs* $ 1.34
Plus Sales Charge of 4.495% of
Public Offering Price $ 44.95
Public Offering Price+........ $1,000.00
Sponsor's Repurchase Price And
Redemption Price per 100
Units++: $ 955.05
Minimum Income or Principal
Distribution per 100 Units:... $ 1.00
Liquidation Period: A 40 day
period beginning on the
Termination Date.
Termination Date: July 17, 2000
or the
disposition of the last
Security in the Trust.
Mandatory Termination Date: The
last day of the Liquidation
Period.
Rollover Notification Date**:
June 30, 2000 or another date
as determined by the Sponsors.
</TABLE>
<TABLE>
<S> <C>
Evaluation Time: 4:00 p.m. New
York Time
Minimum Value of Trust: The Trust
may be terminated if the value of
the Trust is less than 40% of the
aggregate value of the Securities
at the completion of the initial
offering period.
Cusip Numbers: Cash: 581774122
Reinvestment: 581774130
Trustee: The Chase Manhattan Bank
Trustee's Fee per 100 Units: $.86
Other Fees and Expenses per 100
Units: $.15
Sponsors: McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang
Distributors, Inc.
Agent for Sponsors: Reich & Tang
Distributors, Inc.
Sponsors' Portfolio Supervisory,
Bookkeeping and Administrative
Fee per 100 Units: Maximum of
$.25 (see "Trust Expenses and
Charges" in Part B).
Expected Settlement Date of Securities
in the Trust: April 23, 1999
Record Dates: June 15 and December
15
Distribution Dates: June 30 and
December 31
Reinvestment Sales Charge: 1.00%
</TABLE>
- --------
* 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.
A-7
<PAGE>
THE TECHNOLOGY TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of April 19, 1999, the business day prior to the Initial Date of Deposit
<TABLE>
<CAPTION>
Initial Date of Deposit of Securities in
the Trust:
<S> <C>
April 20, 1999
Aggregate Value of Securities: $ 147,360
Number of Units: 15,451
Fractional Undivided Interest
in Trust: 1/15,451
Public Offering Price per 100
Units:
Aggregate Value of Securities
in Trust $ 147,360
Divided By 15,451 Units (times
100) $ 953.71
Plus Estimated Organization
Costs* $ 1.34
Plus Sales Charge of 4.495% of
Public
Offering Price $ 44.95
Public Offering Price+ $1,000.00
Sponsor's Repurchase Price And
Redemption Price per 100
Units++: $ 955.05
Minimum Income or Principal
Distribution per 100 Units: $ 1.00
Liquidation Period: A 40 day
period beginning on the
Termination Date.
Termination Date: July 17, 2000
or the
disposition of the last
Security in the Trust.
Mandatory Termination Date: The
last day of the Liquidation
Period.
Rollover Notification Date**:
June 30, 2000 or another date
as determined by the Sponsors.
</TABLE>
<TABLE>
<S> <C>
Evaluation Time: 4:00 p.m. New
York Time
Minimum Value of Trust: The Trust
may be terminated if the value of
the Trust is less than 40% of the
aggregate value of the Securities
at the completion of the initial
offering period.
Cusip Numbers: Cash: 581774148
Reinvestment: 581774155
Trustee: The Chase Manhattan Bank
Trustee's Fee per 100 Units: $.86
Other Fees and Expenses per 100
Units: $.15
Sponsors: McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang
Distributors, Inc.
Agent for Sponsors: Reich & Tang
Distributors, Inc.
Sponsors' Portfolio Supervisory,
Bookkeeping and Administrative
Fee per 100 Units: Maximum of
$.25 (see "Trust Expenses and
Charges" in Part B).
Expected Settlement Date of Securities
in the Trust: April 23, 1999
Record Dates: June 15 and December
15
Distribution Dates: June 30 and
December 31
Reinvestment Sales Charge: 1.00%
</TABLE>
- --------
* 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.
A-8
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
STATEMENTS OF FINANCIAL CONDITION, AS OF APRIL 19, 1999
ASSETS
<TABLE>
<CAPTION>
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: $147,928; cost for Technology
Trust: $147,360) (Note 1)............................... $147,928 $147,360
Cash..................................................... 208 207
-------- --------
Total ................................................... $148,136 $147,567
======== ========
LIABILITIES AND INTEREST OF UNITHOLDERS
Reimbursement to Sponsors for Organization Costs (Note
2)...................................................... $ 208 $ 207
Interest of Unitholders--Units of Fractional Undivided
Interest Outstanding (Industrial Trust: 15,511 Units;
Technology Trust: 15,451 Units)......................... 147,928 147,360
-------- --------
Total.................................................... $148,136 $147,567
======== ========
Net Asset Value per Unit................................. $ 9.54 $ 9.54
======== ========
</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. An irrevocable letter of credit issued by
BankBoston in an amount of $400,000 has been deposited with the Trustee for the
benefit of the Trusts to cover the purchases of such Securities. 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 $1.34
per 100 Units for the Industrial Trust and $1.34 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.
A-9
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
PORTFOLIO
AS OF APRIL 19, 1999
<TABLE>
<CAPTION>
Market
Value
of Stocks Cost of
as a Securities
Number Percentage Market to
Portfolio of Ticker of the Value Per the Trust
No. Shares Name of Issuer (1) Symbol Trust (2) Share (3)
--------- ------ ------------------------ ------ ---------- --------- ----------
<C> <C> <S> <C> <C> <C> <C>
1 76 Allergan, Inc AGN 3.99% $ 77.7500 $ 5,909
2 97 Amgen, Inc* AMGN 4.00 60.9375 5,911
3 175 Apple Computer, Inc* AAPL 4.01 33.8750 5,928
Ascend Communications,
4 73 Inc* ASND 4.00 81.0625 5,918
Capital One Financial
5 39 Corp COF 4.05 153.5000 5,987
6 58 Charles Schwab Corp SCH 4.00 102.0000 5,916
7 59 Cisco Systems, Inc* CSCO 3.99 100.0000 5,900
8 166 Dell Computer Corp* DELL 3.98 35.4375 5,883
9 58 EMC Corp* EMC 3.98 101.4375 5,883
10 93 Gap Inc GPS 4.00 63.6250 5,917
11 101 The Home Depot, Inc HD 3.99 58.3750 5,896
12 107 Lowes Companies, Inc LOW 4.03 55.6875 5,959
13 113 Lucent Technologies, Inc LU 4.00 52.3750 5,918
14 72 MCI WorldCom, Inc* WCOM 4.00 82.2500 5,922
15 135 Micron Technology. Inc MU 4.01 44.0000 5,940
16 73 Microsoft Corp* MSFT 4.00 81.0000 5,913
17 272 Novell, Inc* NOVL 4.00 21.7500 5,916
18 252 Oracle Corp* ORCL 3.98 23.3750 5,891
19 51 Providian Financial Corp PVN 4.01 116.3125 5,932
20 122 Solectron Corp* SLR 3.99 48.3750 5,902
21 192 Staples, Inc* SPLS 3.97 30.6250 5,880
22 117 Sun Microsystems, Inc* SUNW 3.99 50.5000 5,908
23 96 Time Warner, Inc TWX 4.02 62.0000 5,952
24 200 Unisys Corp* UIS 4.01 29.6250 5,924
25 66 Wal-Mart Stores, Inc WMT 4.00 89.7500 5,923
------ --------
Total Investment in
Securities 100.00% $147,928
====== ========
</TABLE>
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 $148,260. The Sponsors' Loss on
the Initial Date of Deposit is $332.
* Stocks which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.
A-10
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
PORTFOLIO
AS OF APRIL 19, 1999
<TABLE>
<CAPTION>
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)
--------- ------ ----------------- ------ ----------- --------- -------------
<C> <C> <S> <C> <C> <C> <C>
1 76 America Online, Inc* AOL 5.98% $116.0000 $ 8,816
2 100 Applied Materials, Inc* AMAT 3.98 58.6875 5,869
Ascend Communications,
3 73 Inc* ASND 4.02 81.0625 5,918
4 177 Cisco Systems, Inc* CSCO 12.01 100.0000 17,700
5 390 Compaq Computer Corp CPQ 6.02 22.7500 8,873
6 500 Dell Computer Corp* DELL 12.02 35.4375 17,719
7 87 EMC Corp* EMC 5.99 101.4375 8,825
8 160 Intel Corp INTC 6.03 55.50000 8,880
International Business
9 35 Machines Corp IBM 3.97 167.0000 5,845
10 169 Lucent Technologies, Inc LU 6.01 52.3750 8,851
11 107 MCI Worldcom, Inc* WCOM 5.97 82.2500 8,801
12 135 Micron Technology, Inc MU 4.03 44.0000 5,940
13 109 Microsoft Corp* MSFT 5.99 81.0000 8,829
14 251 Oracle Corp* ORCL 3.98 23.3750 5,867
15 117 Sun Microsystems, Inc* SUNW 4.01 50.5000 5,908
16 56 Texas Instruments, Inc TXN 3.99 105.0000 5,880
17 54 Yahoo! Inc* YHOO 6.00 163.6875 8,839
------ --------
Total Investment in
Securities 100.00% $147,360
====== ========
</TABLE>
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 $147,605. The Sponsors' Loss
on the Initial Date of Deposit is $245.
* Stocks which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.
A-11
<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 Statements of Financial Condition of the
McLaughlin, Piven, Vogel Industrial Trust and the McLaughlin, Piven, Vogel
Technology Trust (two of the trusts constituting McLaughlin, Piven,Vogel Family
of Trusts) including the Portfolios, as of April 19, 1999. These financial
statements are the responsibility of the Trusts' management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation with The Chase Manhattan Bank, Trustee, of an
irrevocable letter of credit deposited for the purchase of securities, as shown
in the financial statements 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 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 20, 1999
A-12
<PAGE>
[This page intentionally left blank]
A-13
<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 largely capitalized 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 price 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.
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.
- --------
/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>
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 price 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 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.
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 NYSE/1/. 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.
- --------
/1/ 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 Trust or
in the selection of the stocks included in the Trust and have not reviewed or
approved any information in this brochure. The Sponsors have not independently
verified this information.
(ii)
<PAGE>
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 listed 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
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 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.
Compounded Returns--You have the option to take advantage of the power of
compounding by having 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. 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.
(iii)
<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
B-1
<PAGE>
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 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. Trading volume is measured using
data from Standard & Poor's Compustat, Englewood, Colorado. 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, using
B-2
<PAGE>
data from Standard & Poor's CompuStat, Englewood, Colorado. The 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: 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 listed on the NYSE which had the
highest number of shares traded 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:
. 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;
. 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
. 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.
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 companies listed on
the NASDAQ are in information technology (including computer technology),
telecommunications, pharmaceuticals, biotechnology, finance, banking and
insurance.
B-3
<PAGE>
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 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.
B-4
<PAGE>
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 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
B-5
<PAGE>
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/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 46 days (as determined under
Section 246(c) of the Code) during the 90-day period beginning on
B-8
<PAGE>
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:
<TABLE>
<CAPTION>
Approximate
Reduced
Sales
Number of Units Charge
--------------- -----------
<S> <C>
25,000 but less than 50,000................................... 3.995%
50,000 but less than 100,000.................................. 3.745%
100,000 or more............................................... 3.495%
</TABLE>
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.
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%.
B-10
<PAGE>
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 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.
B-11
<PAGE>
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 paid for
purchases of Substitute Securities and redemptions of Units, if any, and
the balance
B-12
<PAGE>
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
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may also be tendered to the Trustee for redemption upon payment of any relevant
tax by contacting the Sponsors holding such Units in street name. In certain
instances, additional documents may be required, such as trust instrument,
certificate of corporate authority, certificate of death or appointment as
executor, administrator or guardian. At the present time there are no specific
taxes related to the redemption of Units. No redemption fee will be charged by
the Sponsors or the Trustee. Units redeemed by the Trustee will be canceled.
Within three business days following a tender for redemption, the Unitholder
will be entitled to receive an amount for each Unit tendered equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. The "date
of tender" is deemed to be the date on which Units are received by the Trustee.
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
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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 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.
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.
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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.
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
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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 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
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receive, in cash, the proceeds of the sale of the Securities. An election
of this option will not prevent the Unitholder from recognizing taxable
gain or loss (except in the case of a loss, if and to the extent 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 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
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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 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.
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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 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.
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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 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.
B-21
<PAGE>
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 nevertheless 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
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 Statements of Financial Condition, including the
Portfolios, are 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
B-22
<PAGE>
performance on a total return basis of the NASDAQ, NYSE or similar exchanges,
as well as the S&P 500 Index or other similar indices. In addition, total
return comparisons may be made to performance data from Lipper Analytical
Services, Inc., Morningstar Publications, Inc., Standard & Poor's CompuStat 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-23
<PAGE>
No person is authorized to give any information or to make any
representations not contained in this Prospectus and you should not rely on
any other information. The Trust is registered as a unit investment trust
under the Investment Company Act of 1940. Such registration does not imply
that the Trust or any of its Units have been guaranteed, sponsored,
recommended or approved by the United States or any state or any agency or
officer thereof.
---------------
Table of Contents
<TABLE>
<CAPTION>
Title Page
- ----- ----
<S> <C>
PART A
Investment Summary......................................................... A-2
Fee Table.................................................................. A-6
Summary of Essential Information........................................... A-7
Statements of Financial Condition.......................................... A-9
Portfolios................................................................. A-10
Report of Independent Auditors............................................. A-12
PART B
The Trust.................................................................. B-1
Risk Considerations........................................................ B-5
Tax Status................................................................. B-7
Public Sale of Units....................................................... B-10
Rights of Unitholders...................................................... B-11
Liquidity.................................................................. B-13
Administration of the Trusts............................................... B-15
Trust Expenses and Charges................................................. B-21
Reinvestment Plan.......................................................... B-22
Other Matters.............................................................. B-22
</TABLE>
This Prospectus does not contain all of the information set forth in the
registration statement, filed with the SEC, Washington, D.C., under the
Securities Act of 1933 (file no. 333-73401), and the Investment Company Act of
1940 (file no. 811-08945), and to which reference is made. Copies may be
reviewed and obtained from the SEC by:
. calling: 1-800-SEC-0330
. visiting the SEC Internet address: http://www.sec.gov
. writing: Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-6009
McLaughlin, Piven, Vogel
Family of Trusts,
McLaughlin, Piven, Vogel Industrial Trust
McLaughlin, Piven, Vogel Technology Trust
(A UNIT INVESTMENT TRUST)
PROSPECTUS
DATED: APRIL 20, 1999
SPONSORS:
McLAUGHLIN, PIVEN, VOGEL
SECURITIES, INC.
30 Wall Street
New York, New York 10005
212-248-0750
REICH & TANG DISTRIBUTORS, INC.
600 Fifth Avenue
New York, New York 10020
212-830-5400
TRUSTEE:
THE CHASE MANHATTAN BANK
4 New York Plaza
New York, New York 10004
---------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful
to make such offer in such state.
<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 FormS-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:
<TABLE>
<C> <S>
*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).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
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).
</TABLE>
- --------
*Filed herewith.
II-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
Amendment No. 2 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 20th 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)
/s/ Allan M. Vogel
By ____________________________________________
Allan M. Vogel
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 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
---- ----- ----
<C> <S> <C>
JAMES C. MCLAUGHLIN Chairman of the Board, Chief Executive
Officer and Director
ALLAN M. VOGEL President, Secretary, Chief Financial April 20,1999
Officer and Director
</TABLE>
/s/ Allan M. Vogel
By _____________________
Allan M. Vogel
Attorney-In-Fact*
- --------
* 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-3
<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
Amendment No. 2 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 20th day of April, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
and MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
/s/ Peter J. DeMarco
By ____________________________________________
Peter J. DeMarco
(Executive Vice President)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 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>
<CAPTION>
Name Title Date
---- ----- ----
<C> <S> <C>
Richard E. Smith III President and Director
Peter S. Voss Director
G. Neal Ryland Director
Edward N. Wadsworth Executive Officer April 20,1999
Steven W. Duff Director
/s/ Peter J. DeMarco
By _____________________
Peter J. DeMarco
as Executive Vice
President
Peter J. DeMarco Executive Vice and Attorney-In-Fact*
President
Richard I. Weiner Vice President
Bernadette N. Finn Vice President
Lorraine C. Hysler Secretary
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-4
<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
20, 1999, in this Registration Statement (Form S-6 No. 333-73401) of
McLaughlin, Piven, Vogel Industrial Trust and McLaughlin, Piven, Vogel
Technology Trust (two of the trusts constituting McLaughlin, Piven, Vogel
Family of Trusts).
Ernst & Young LLP
New York, New York
April 20, 1999
II-5
<PAGE>
EXHIBIT 99.1.1
McLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated April 20, 1999
among McLaughlin, Piven, Vogel Securities, Inc., and Reich & Tang Distributors,
Inc., as Depositors and The Chase Manhattan Bank, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust, and Subsequent Series, Trust Indenture and Agreement" dated September 23,
1998 and as amended in part by this Agreement (collectively, such documents
hereinafter called the "Indenture and Agreement"). This Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Sec tion 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositors wish to deposit Securities, and any Additional
Securities as listed on any Addendums hereto, into the Trust and issue Units,
and Additional Units as the case maybe, in respect thereof pursuant to Section
2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositors and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth in full in this
instrument except that the following section of the Indenture hereby are amended
as follows:
(a) Section 1.1 of the Agreement is amended to add the following
definitions:
<PAGE>
"Distribution Agent" shall mean the Distribution Agent appointed in the
Distribution Agency Agreement, or its successor as appointed pursuant to
the Distribution Agency Agreement.
"Distribution Agency Agreement" shall mean the Distribution Agency
Agreement among the Depositors, Trustee and the Distribution Agent dated as
of April 20, 1999.
Definitions following these definitions shall be renumbered.
(b) Section 2.1 of the Agreement is amended by adding the following
paragraph after the second paragraph thereof:
"When and as directed by the Depositors, the Trustee or Distribution
Agent shall accept securities and cash to be deposited in a New Series in
exchange for Units of the New Series from persons other than Unitholders
participating in a rollover option. Notwithstanding the fact that any
Unitholder may acquire Units of the Trust by purchase or by in-kind
contribution, the Depositors will not deposit Securities received by the
Depositors on termination, or through a redemption of Units, of a series of
the Trust to a subsequent series of the Trust."
(c) Section 5.2 of the Agreement is amended by adding the following
prior to the first paragraph thereof:
"In connection with each redemption of Units, the Depositors
shall direct the Trustee to redeem Units in accordance with the procedures
set forth in either (a) or (b) of this Section 5.2. (a) Trustee."
(d) Section 5.2 of the Agreement is further amended by adding the
following three paragraphs after the ninth paragraph of such Section 5.2.:
"(b) Distribution Agent-On any Business Day on which any Unit or
Units are tendered for redemption (the "Redemption Day") by a Unitholder or
his duly authorized attorney to the Trustee at its unit investment trust
office in the City of New York not later than the Evaluation Time, such
Units shall be redeemed by the Trustee on that Redemption Day. Units in
uncertificated form shall be tendered by means of an appropriate request
for redemption in form approved by the Trustee. Unitholders must sign
exactly as their name appears on the register with the signature guaranteed
by a participant in a signature guarantee program acceptable to the
Trustee, or in such other manner as may be acceptable to the Trustee. The
Trustee may also require additional documents such as, but not limited to,
trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Subject to payment
by such Unitholder of any tax or other governmental charges which may be
imposed thereon, such redemption
-2-
<PAGE>
is to be made by distribution to the Distribution Agent on behalf of the
redeeming Unitholder on the Redemption Day of (i) the Unitholder's pro rata
portion as of the Redemption Day of the Securities in the Trust as
designated by the Depositor and (ii) the Unitholder's pro rata portion of
the cash in the Trust as of the Redemption Day (herein called the
"Redemption Distribution"). The Distribution Agent will dispose of such
assets in accordance with the provisions of the Distribution Agent
Agreement. Fractional interests in shares distributed to the Distribution
Agent, which are not included in the Redemption Distribution, shall be held
in trust by the Distribution Agent, which is hereby designated a
subcustodian of the Trustee with respect to such fractional interests, and
shall be subject to such disposition as the Depositor shall direct. Units
received for redemption by the Trustee on any date after the Evaluation
Time will be held by the Trustee until the next Business Day on which the
New York Stock Exchange is open for trading and will be deemed to have been
tendered on such day for redemption at the Redemption Price computed on
that day. Units tendered for redemption by the Depositors on any Business
Day shall be deemed to have been tendered before the Evaluation Time on
such Business Day provided that the Depositors advise the Trustee before
the later of the Trustee's close of business and 5:00 pm New York City
time. By such advice, the Depositors will be deemed to certify that all
Units so tendered were either (a) tendered to the Depositors or to a retail
dealer between the Evaluation Time on the preceding Business Day and the
Evaluation Time on such Business Day or (b) acquired previously by the
Depositors but which the Depositors determined to redeem prior to the
Evaluation Time on such Business Day.
The portion of the Redemption Distribution which represents the
Unitholder's interest in the Income Account shall be withdrawn from the
Income Account to the extent available. The balance paid on any
redemption, including dividends receivable on stocks trading ex dividend,
if any, shall be withdrawn from the Principal Account to the extent that
funds are available for such purpose. If such available balance shall be
insufficient, the Trustee shall advance funds sufficient to pay such amount
to the Unitholder and shall be entitled to reimbursement of such advance
upon the deposit of additional monies in the Income Account or Principal
Account, whichever happens first. Should any amounts so advanced with
respect to declared but unreceived dividends prove uncollectible because of
default in payment of such dividends, the Trustee shall have the right
immediately to liquidate Securities in amount sufficient to reimburse
itself for such advances, without interest. In the event that funds are
withdrawn from the Principal Account for payment of any portion of the
Redemption Distribution representing dividends receivable on stocks trading
ex dividend, the Principal Account shall be reimbursed when sufficient
funds are next available in the Income Account for such funds so applied.
-3-
<PAGE>
Unitholders requesting or required to receive a cash distribution
shall receive such distribution in accordance with the applicable
provisions of the Distribution Agency Agreement."
(e) Section 6.2 of the Agreement is amended by adding the following at
the end of the second paragraph thereof:
"The Trustee shall maintain and provide, upon the request of a
Unitholder or the Depositors, the Unitholders or the Unitholder's
designated representative with the cost basis of the Securities
represented by the Unitholder's Units."
(f) Section 9.2 of the Agreement is amended by deleting the fourth
paragraph thereof and by adding the following paragraph in its place:
"In the event that the Trust terminates on the Termination Date,
the Trustee shall, not less than 30 days prior to the Termination Date,
send a written notice to each Unitholder. Such notice shall allow each
Unitholder of record, to elect to redeem his Units at the net asset value
on the Termination Date and to receive, in partial payment of the
Redemption Price per Unit, an in-kind distribution of such Unitholder's pro
rata share of the Securities, to the extent of whole shares. The Trustee
will honor duly executed requests for such in-kind distribution received by
the close of business on the Termination Date. Redemption of the Units of
Unitholders electing such in-kind distribution shall be made on the third
business day following the Termination Date and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the Termination
Date) to the extent of whole shares and (2) cash equal to the balance of
such Unitholder's Redemption Price. Unitholders who do not effectively
request an in-kind distribution shall receive their distribution upon
termination in cash. The Trustee shall distribute the Unitholder's
Securities to the account of the Unitholder's bank or broker-dealer at
Depositary Trust Company. An in-kind distribution shall be reduced by
customary transfer and registration charges incurred by the Trustee."
(g) Section 9.2 of the Agreement is further amended by deleting the
last paragraph thereof and by adding the following paragraph in its place:
"Upon the Depositors' request, the Trustee will include in the
written notice to be sent to Unitholders referred to in the fourth
paragraph of this section a form of election whereby Unitholders may
express interest in investing their terminating distribution in units of
another series of the McLaughlin, Piven, Vogel Family of Trusts (the "New
Series"). The Trustee will inform the Depositors of all Unitholders who,
within the time period specified in such notice, express such interest. The
Depositors will provide to such Unitholders applicable sales material with
respect to the New Series and a form, acceptable to the Trustee, whereby a
Unitholder may appoint the Distribution
-4-
<PAGE>
Agent the Unitholder's agent to apply the Unitholder's distribution for the
acquisition of a unit or units of the New Series (a "Rollover"). Such form
will specify, among other things, the time by which it must be returned to
the Trustee in order to be effective and the manner in which such purchase
shall be made. Redemption of the Units of the Unitholders electing such
Rollover shall be made by distribution to the Distribution Agent on behalf
of redeeming Unitholder on a date on or prior to the Termination Date
selected by the Depositors and specified in the notice (the "Rollover
Date") and shall consist of (1) such Unitholder's pro rata share of
Securities (valued as of the Rollover Date) and (2) cash equal to the
balance of the Unitholder's Redemption Price. The Distribution Agent will
dispose of such assets in accordance with the provisions of the
Distribution Agency Agreement. In the event that the Depositors determine
that an in-kind deposit into the New Series pursuant to Section 1.02 of the
Distribution Agency Agreement will not be permitted, the Units owned by the
Unitholders electing investment in a New Series will be redeemed pursuant
to Section 5.2(a) and the above-described notice will include a form,
acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the
Unitholder's agent to apply the Unitholder's cash distribution for the
purchase of a unit or units of the New Series. This paragraph shall not
obligate the Depositors to create any New Series or to provide any such
investment election."
-5-
<PAGE>
Section 2. This Reference Trust Agreement may be amended and modified
by Addendums, attached hereto, evidencing the purchase of Additional Securities
which have been deposited to effect an increase over the number of Units
initially specified in Part II of this Reference Trust Agreement ("Additional
Closings"). The Depositors and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated April 20, 1999, relating to the initial deposit of Securities
continue as if such representations, agreements and certifications were made on
the date of such Additional Closings and with respect to the deposits made
therewith, except as such representations, agreements and certifications relate
to their respective By-Laws and as to which they each represent that their has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of McLaughlin, Piven, Vogel Family of Trusts
(the "Prospectus") have been deposited in the Trust under this Agreement (see
"Portfolio" in Part A of the Prospectus which for purposes of this Indenture and
Agreement is the Schedule of Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,511.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,511 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 1999.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on June 30, 1999.
(f) The First Settlement Date shall mean April 23, 1999.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
-6-
<PAGE>
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.86 per 100 Units:
rate per 100 units number of Units outstanding
$0.86 5,000,000 or less
$0.80 5,000,001 - 10,000,000
$0.74 10,000,001 - 20,000,000
$0.62 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be July 17, 2000 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 of each
year.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
-7-
<PAGE>
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Rosalia A. Raviele
-----------------------------------
Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 16th day of April, 1999, before me personally appeared Rosalia
A. Raviele, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that (s)he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation and that he/she signed his/her name thereto by like authority.
/s/ Ada Iris Vega
---------------------------------
Notary Public
ADA IRIS VEGA
NOTARY PUBLIC, State of New York
NO. 4864106
Qualified in New York County
Commission Expires June 30, 2000
<PAGE>
REICH & TANG DISTRIBUTORS, INC.
By: /s/ Peter J. De Marco
-------------------------------------
Executive Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 16th day of April, 1999, before me personally appeared Peter
DeMarco, to me known, who being by me duly sworn, said that he is Executive Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
By: /s/ Teresa Scarfone
-------------------------------------
Notary Public
TERESA SCARFONE
NOTARY PUBLIC, State of New York
No. 31-4752576
Qualified in New York County
Term Expires August 31, 2000
<PAGE>
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
Depositor
By: /a/ Allan M. Vogel
-------------------------------------
President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 16th day of April, 1999, before me personally appeared Allan
M. Vogel, to me known, who being by me duly sworn, said that he is the President
of McLaughlin, Piven, Vogel Securities, Inc., the Depositor, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.
/s/ Carla Vogel
------------------------------------
Notary Public
CARLA VOGEL
Notary Public, State of New York
No. 02VO5019906
Qualified in Bronx County
Commission Expires November 1, 1999
<PAGE>
McLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated April 20, 1999
among McLaughlin, Piven, Vogel Securities, Inc., and Reich & Tang Distributors,
Inc., as Depositors and The Chase Manhattan Bank, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust, and Subsequent Series, Trust Indenture and Agreement" dated September 23,
1998 and as amended in part by this Agreement (collectively, such documents
hereinafter called the "Indenture and Agreement"). This Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Sec tion 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositors wish to deposit Securities, and any Additional
Securities as listed on any Addendums hereto, into the Trust and issue Units,
and Additional Units as the case maybe, in respect thereof pursuant to Section
2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositors and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth in full in this
instrument except that the following sections of the Indenture hereby are
amended as follows:
(a) Section 1.1 of the Agreement is amended to add the following
definitions:
<PAGE>
"Distribution Agent" shall mean the Distribution Agent appointed in the
Distribution Agency Agreement, or its successor as appointed pursuant to
the Distribution Agency Agreement.
"Distribution Agency Agreement" shall mean the Distribution Agency
Agreement among the Depositors, Trustee and the Distribution Agent dated as
of April 20, 1999.
Definitions following these definitions shall be renumbered.
(b) Section 2.1 of the Agreement is amended by adding the following
paragraph after the second paragraph thereof:
"When and as directed by the Depositors, the Trustee or Distribution
Agent shall accept securities and cash to be deposited in a New Series in
exchange for Units of the New Series from persons other than Unitholders
participating in a rollover option. Notwithstanding the fact that any
Unitholder may acquire Units of the Trust by purchase or by in-kind
contribution, the Depositors will not deposit Securities received by the
Depositors on termination, or through a redemption of Units, of a series of
the Trust to a subsequent series of the Trust."
(c) Section 5.2 of the Agreement is amended by adding the following
prior to the first paragraph thereof:
"In connection with each redemption of Units, the Depositors
shall direct the Trustee to redeem Units in accordance with the procedures
set forth in either (a) or (b) of this Section 5.2. (a) Trustee."
(d) Section 5.2 of the Agreement is further amended by adding the
following three paragraphs after the ninth paragraph of such Section 5.2.:
"(b) Distribution Agent-On any Business Day on which any Unit or
Units are tendered for redemption (the "Redemption Day") by a Unitholder or
his duly authorized attorney to the Trustee at its unit investment trust
office in the City of New York not later than the Evaluation Time, such
Units shall be redeemed by the Trustee on that Redemption Day. Units in
uncertificated form shall be tendered by means of an appropriate request
for redemption in form approved by the Trustee. Unitholders must sign
exactly as their name appears on the register with the signature guaranteed
by a participant in a signature guarantee program acceptable to the
Trustee, or in such other manner as may be acceptable to the Trustee. The
Trustee may also require additional documents such as, but not limited to,
trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Subject to payment
by such Unitholder of any tax or other governmental charges which may be
imposed thereon, such redemption
-2-
<PAGE>
is to be made by distribution to the Distribution Agent on behalf of the
redeeming Unitholder on the Redemption Day of (i) the Unitholder's pro rata
portion as of the Redemption Day of the Securities in the Trust as
designated by the Depositor and (ii) the Unitholder's pro rata portion of
the cash in the Trust as of the Redemption Day (herein called the
"Redemption Distribution"). The Distribution Agent will dispose of such
assets in accordance with the provisions of the Distribution Agent
Agreement. Fractional interests in shares distributed to the Distribution
Agent, which are not included in the Redemption Distribution, shall be held
in trust by the Distribution Agent, which is hereby designated a
subcustodian of the Trustee with respect to such fractional interests, and
shall be subject to such disposition as the Depositor shall direct. Units
received for redemption by the Trustee on any date after the Evaluation
Time will be held by the Trustee until the next Business Day on which the
New York Stock Exchange is open for trading and will be deemed to have been
tendered on such day for redemption at the Redemption Price computed on
that day. Units tendered for redemption by the Depositors on any Business
Day shall be deemed to have been tendered before the Evaluation Time on
such Business Day provided that the Depositors advise the Trustee before
the later of the Trustee's close of business and 5:00 pm New York City
time. By such advice, the Depositors will be deemed to certify that all
Units so tendered were either (a) tendered to the Depositors or to a retail
dealer between the Evaluation Time on the preceding Business Day and the
Evaluation Time on such Business Day or (b) acquired previously by the
Depositors but which the Depositors determined to redeem prior to the
Evaluation Time on such Business Day.
The portion of the Redemption Distribution which represents the
Unitholder's interest in the Income Account shall be withdrawn from the
Income Account to the extent available. The balance paid on any
redemption, including dividends receivable on stocks trading ex dividend,
if any, shall be withdrawn from the Principal Account to the extent that
funds are available for such purpose. If such available balance shall be
insufficient, the Trustee shall advance funds sufficient to pay such amount
to the Unitholder and shall be entitled to reimbursement of such advance
upon the deposit of additional monies in the Income Account or Principal
Account, whichever happens first. Should any amounts so advanced with
respect to declared but unreceived dividends prove uncollectible because of
default in payment of such dividends, the Trustee shall have the right
immediately to liquidate Securities in amount sufficient to reimburse
itself for such advances, without interest. In the event that funds are
withdrawn from the Principal Account for payment of any portion of the
Redemption Distribution representing dividends receivable on stocks trading
ex dividend, the Principal Account shall be reimbursed when sufficient
funds are next available in the Income Account for such funds so applied.
-3-
<PAGE>
Unitholders requesting or required to receive a cash distribution
shall receive such distribution in accordance with the applicable
provisions of the Distribution Agency Agreement."
(e) Section 6.2 of the Agreement is amended by adding the following at
the end of the second paragraph thereof:
"The Trustee shall maintain and provide, upon the request of a
Unitholder or the Depositors, the Unitholders or the Unitholder's
designated representative with the cost basis of the Securities
represented by the Unitholder's Units."
(f) Section 9.2 of the Agreement is amended by deleting the fourth
paragraph thereof and by adding the following paragraph in its place:
"In the event that the Trust terminates on the Termination Date,
the Trustee shall, not less than 30 days prior to the Termination Date,
send a written notice to each Unitholder. Such notice shall allow each
Unitholder of record, to elect to redeem his Units at the net asset value
on the Termination Date and to receive, in partial payment of the
Redemption Price per Unit, an in-kind distribution of such Unitholder's pro
rata share of the Securities, to the extent of whole shares. The Trustee
will honor duly executed requests for such in-kind distribution received by
the close of business on the Termination Date. Redemption of the Units of
Unitholders electing such in-kind distribution shall be made on the third
business day following the Termination Date and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the Termination
Date) to the extent of whole shares and (2) cash equal to the balance of
such Unitholder's Redemption Price. Unitholders who do not effectively
request an in-kind distribution shall receive their distribution upon
termination in cash. The Trustee shall distribute the Unitholder's
Securities to the account of the Unitholder's bank or broker-dealer at
Depositary Trust Company. An in-kind distribution shall be reduced by
customary transfer and registration charges incurred by the Trustee."
(g) Section 9.2 of the Agreement is further amended by deleting the
last paragraph thereof and by adding the following paragraph in its place:
"Upon the Depositors' request, the Trustee will include in the
written notice to be sent to Unitholders referred to in the fourth
paragraph of this section a form of election whereby Unitholders may
express interest in investing their terminating distribution in units of
another series of the McLaughlin, Piven, Vogel Family of Trusts (the "New
Series"). The Trustee will inform the Depositors of all Unitholders who,
within the time period specified in such notice, express such interest. The
Depositors will provide to such Unitholders applicable sales material with
respect to the New Series and a form, acceptable to the Trustee, whereby a
Unitholder may appoint the Distribution
-4-
<PAGE>
Agent the Unitholder's agent to apply the Unitholder's distribution for the
acquisition of a unit or units of the New Series (a "Rollover"). Such form
will specify, among other things, the time by which it must be returned to
the Trustee in order to be effective and the manner in which such purchase
shall be made. Redemption of the Units of the Unitholders electing such
Rollover shall be made by distribution to the Distribution Agent on behalf
of redeeming Unitholder on a date on or prior to the Termination Date
selected by the Depositors and specified in the notice (the "Rollover
Date") and shall consist of (1) such Unitholder's pro rata share of
Securities (valued as of the Rollover Date) and (2) cash equal to the
balance of the Unitholder's Redemption Price. The Distribution Agent will
dispose of such assets in accordance with the provisions of the
Distribution Agency Agreement. In the event that the Depositors determine
that an in-kind deposit into the New Series pursuant to Section 1.02 of the
Distribution Agency Agreement will not be permitted, the Units owned by the
Unitholders electing investment in a New Series will be redeemed pursuant
to Section 5.2(a) and the above-described notice will include a form,
acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the
Unitholder's agent to apply the Unitholder's cash distribution for the
purchase of a unit or units of the New Series. This paragraph shall not
obligate the Depositors to create any New Series or to provide any such
investment election."
Section 2. This Reference Trust Agreement may be amended and modified
by Addendums, attached hereto, evidencing the purchase of Additional Securities
which have been deposited to effect an increase over the number of Units
initially specified in Part II of this Reference Trust Agreement ("Additional
Closings"). The Depositors and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated April 20, 1999, relating to the initial deposit of Securities
continue as if such representations, agreements and certifications were made on
the date of such Additional Closings and with respect to the deposits made
therewith, except as such representations, agreements and certifications relate
to their respective By-Laws and as to which they each represent that their has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of McLaughlin, Piven, Vogel Family of Trusts
(the "Prospectus") have been
-5-
<PAGE>
deposited in the Trust under this Agreement (see "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture and Agreement is the Schedule of
Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,451.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,451 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 1999.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on June 30, 1999.
(f) The First Settlement Date shall mean April 23, 1999.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.86 per 100 Units:
rate per 100 units number of Units outstanding
$0.86 5,000,000 or less
$0.80 5,000,001 - 10,000,000
$0.74 10,000,001 - 20,000,000
$0.62 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be July 17, 2000 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 of each
year.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
-6-
<PAGE>
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Rosalia A. Raviele
-----------------------------------
Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 16th day of April, 1999, before me personally appeared Rosalia
A. Raviele, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that (s)he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation and that he/she signed his/her name thereto by like authority.
/s/ Ada Iris Vega
---------------------------------
Notary Public
ADA IRIS VEGA
NOTARY PUBLIC, State of New York
NO. 4864106
Qualified in New York County
Commission Expires June 30, 2000
<PAGE>
REICH & TANG DISTRIBUTORS, INC.
Depositor
By: /s/ Peter J. De Marco
-------------------------------------
Executive Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 16th day of April, 1999, before me personally appeared Peter
DeMarco, to me known, who being by me duly sworn, said that he is Executive Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
By: /s/ Teresa Scarfone
-------------------------------------
Notary Public
TERESA SCARFONE
NOTARY PUBLIC, State of New York
No. 31-4752576
Qualified in New York County
Term Expires August 31, 2000
<PAGE>
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
Depositor
By: /a/ Allan M. Vogel
-------------------------------------
President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 16th day of April, 1999, before me personally appeared Allan
M. Vogel, to me known, who being by me duly sworn, said that he is the President
of McLaughlin, Piven, Vogel Securities, Inc., the Depositor, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.
/s/ Carla Vogel
------------------------------------
Notary Public
CARLA VOGEL
Notary Public, State of New York
No. 02VO5019906
Qualified in Bronx County
Commission Expires November 1, 1999
<PAGE>
EXHIBIT 3.1
Battle Fowler LLP
Park Avenue Tower
2049 Century Park East 75 East 55th Street Cable Address
Suite 2350 New York, NY 10022-3205 "Counsellor"
Los Angeles, Ca 90067-3101 -----
Tel: (310) 788-3000 (212) 856-7000 Facsimile
Fax: (310) 277-0336 (212) 399-9150
WRITER'S DIRECT DIAL NUMBER
www.battlefowler.com
WRITER'S DIRECT FACSIMILE NUMBER
(212) 856-6914
WRITER'S DIRECT E-MAIL
April 20, 1999
McLaughlin, Piven, Vogel Securities, Inc.
30 Wall Street
New York, New York 10005
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
Re: McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust
--------------------------------------------------------------------
Dear Sirs:
We have acted as special counsel for McLaughlin, Piven, Vogel Securities,
Inc. and Reich & Tang Distributors, Inc., as Depositors, Sponsors and Principal
Underwriters (collectively, the "Depositors") of McLaughlin, Piven, Vogel Family
of Trusts, McLaughlin, Piven, Vogel Industrial Trust and McLaughlin, Piven,
Vogel Technology Trust(the "Trust") in connection with the issuance by the Trust
of units of fractional undivided interest (the "Units") in the Trust. Pursuant
to the Trust Agreements referred to below, the Depositors have transferred to
the Trust certain securities and contracts to purchase certain securities
together with an irrevocable letter of credit to be held by the Trustee upon the
terms and conditions set forth in the Trust Agreements. (All securities to be
acquired by the Trust are collectively referred to as the "Securities".)
<PAGE>
2
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
April 20, 1999
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreements, each of even date herewith, relating to the Trust
(collectively, the "Trust Agreements") among the Depositors and The Chase
Manhattan Bank, as Trustee; (b) the Notification of Registration on Form N-8A
and the Registration Statement on Form N-8B-2, as amended, relating to the
Trust, as filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Investment Company Act of 1940 (the "1940 Act"); (c) the
Registration Statement on Form S-6 (Registration No. 333-73401) filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and all
Amendments thereto (said Registration Statement, as amended by said Amendment(s)
being herein called the "Registration Statement"); (d) the proposed form of
final Prospectus (the "Prospectus") relating to the Units, which is expected to
be filed with the Commission this day; (e) certified resolutions of the Board of
Directors of Reich & Tang Distributors, Inc. and of the Board of Directors of
McLaughlin, Piven, Vogel Securities, Inc. authorizing the execution and delivery
by the Depositors of the Trust Agreements and the consummation of the
transactions contemplated thereby; (f) the Certificate of Incorporation of Reich
& Tang Distributors, Inc.; (g) the Certificate of Incorporation, the
Certificates of Amendment of the Certificate of Incorporation and the Bylaws of
McLaughlin, Piven, Vogel Securities, Inc.; and (h) a certificate of an
authorized officer of Reich & Tang Distributors, Inc. with respect to certain
factual matters contained therein.
We have examined the Order of Exemption from certain provisions of Sections
11(a) and 11(c) of the 1940 Act, filed on behalf of Reich & Tang Distributors
L.P.(the predecessor to Reich & Tang Distributors, Inc.); Equity Securities
Trust (Series 1, Signature Series and Subsequent Series), Mortgage Securities
Trust (CMO Series 1 and Subsequent Series), Municipal Securities Trust, Series 1
(and Subsequent Series) (including Insured Municipal Securities Trust, Series 1
(and Subsequent Series and 5th Discount Series and Subsequent Series)); New York
Municipal Trust (Series 1 and Subsequent Series); and A Corporate Trust (Series
1 and Subsequent Series) granted on October 9, 1996. In addition, we have
examined the Order of Exemption from certain provisions of Sections 2(a)(32),
2(a)(35), 22(d) and 26(a)(2) of the 1940 Act and Rule 22C-1 thereunder, filed on
behalf of Reich & Tang Distributors L.P.; Equity Securities Trust; Mortgage
Securities Trust; Municipal Securities Trust (including Insured Municipal
Securities Trust); New York Municipal Trust; A Corporate Trust; Schwab Trusts;
and all presently outstanding and subsequently issued series of these trusts and
all subsequently issued series of unit investment trusts sponsored by Reich &
Tang Distributors L.P. granted on October 29, 1997.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement and the
<PAGE>
3
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
April 20, 1999
Prospectus, as to which you have been furnished with the reports of the
accountants appearing in the Registration Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements, instruments
and documents submitted to us as originals and the conformity to originals of
all copies thereof submitted to us. We have also assumed the genuineness of all
signatures and the legal capacity of all persons executing agreements,
instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject to: (i)
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreements have been duly authorized and entered into by an
authorized officer of each of the Depositors and are a valid and binding
obligation of the Depositors in accordance with their respective terms.
(2) The registration of the Units on the registration books of the Trust by
the Trustee has been duly authorized by the Depositors in accordance with the
provisions of the Trust Agreements and issued for the consideration contemplated
therein, will constitute fractional undivided interests in the Trust, will be
entitled to the benefits of the Trust Agreements, and will conform in all
material respects to the description thereof contained in the Prospectus. Upon
payment of the consideration for the Units as provided in the Trust Agreements
and the Registration Statement, the Units will be fully paid and non-assessable
by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions". We
authorize you to deliver copies of this opinion to the Trustee and the Trustee
may rely on this opinion as fully and to the same extent as if it had been
addressed to it.
<PAGE>
4
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
April 20, 1999
This opinion is intended solely for the benefit of the addressees and the
Trustee in connection with the issuance of the Units of the Trust and may not be
relied upon in any other manner or by any other person without our express
written consent.
Very truly yours,
/s/ Battle Fowler LLP
Battle Fowler LLP
