<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1999
REGISTRATION NO. 333-85935
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------
A. EXACT NAME OF TRUST:
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
B. NAME OF DEPOSITOR:
PRUDENTIAL SECURITIES INCORPORATED
------------------------
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICE:
ONE SEAPORT PLAZA
199 WATER STREET
NEW YORK, NEW YORK 10292
------------------------
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
LEE B. SPENCER, JR., ESQ. Copy to:
PRUDENTIAL SECURITIES INCORPORATED KENNETH W. ORCE, ESQ.
ONE SEAPORT PLAZA CAHILL GORDON & REINDEL
199 WATER STREET 80 PINE STREET
NEW YORK, NEW YORK 10292 NEW YORK, NEW YORK 10005
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
AN INDEFINITE NUMBER OF UNITS OF
NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 210
PURSUANT TO RULE 24F-2 PROMULGATED UNDER
THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
INDEFINITE
G. AMOUNT OF FILING FEE:
N/A
------------------------
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT.
/x/ Check box if it is proposed that this filing will become effective on
November 4, 1999 immediately upon filing pursuant to Rule 487.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 210
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404 OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION AS
TO THE PROSPECTUS IN FORM S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust.................... Prospectus front cover
(b) Title of securities issued....... Prospectus front cover
2. Name and address of each depositor... Sponsor, Prospectus back cover
3. Name and address of trustee.......... Trustee
4. Name and address of each principal
underwriter........................ Sponsor
5. State of organization of trust....... The Trust
6. Execution and termination of trust
agreement.......................... Summary of Essential Information; The
Trust; Amendment and Termination of
the Indenture--Termination
7. Changes of Name...................... *
8. Fiscal year.......................... *
9. Litigation........................... *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer
securities..................... *
(b) Cumulative or distributive
securities..................... *
(c) Redemption....................... Rights of Unit Holders--Redemption
(d) Conversion, transfer, etc........ Rights of Unit Holders--Redemption
(e) Periodic payment plan............ *
(f) Voting rights.................... *
(g) Notice to certificateholders..... The Trust; Rights of Unit
Holders--Reports and Records;
Sponsor--Responsibility; Sponsor--
Resignation; Trustee--Resignation;
Amendment and Termination of the
Indenture
(h) Consents required................ The Trust; Amendment and Termination
of the Indenture
(i) Other provisions................. Tax Status
11. Type of securities comprising
units.............................. Prospectus front cover; The Trust
- ------------------
* Inapplicable, answer negative or not required.
i
<PAGE>
12. Certain information regarding
periodic payment certificates...... *
13. (a) Load, fees, expenses, etc........ Summary of Essential Information;
Public Offering of Units--Public
Offering Price; Public Offering of
Units--Profit of Sponsor; Public
Offering of Units--Volume Discount;
Public Offering of Units--Employee
Discount; Exchange Option;
Reinvestment Program; Expenses and
Charges
(b) Certain information regarding
periodic payment certificates.. *
(c) Certain percentages.............. Summary of Essential Information;
Public Offering of Units--Public
Offering Price; Public Offering of
Units--Profit of Sponsor; Public
Offering of Units--Volume Discount;
Public Offering of Units--Employee
Discount; Exchange Option
(d) Price differentials.............. Public Offering of Units--Employee
Discount
(e) Certain other fees, etc. payable
by holders..................... Rights of Unit Holders--Certificates
(f) Certain other profits receivable
by depositor, principal
underwriter, trustee or
affiliated persons............. Rights of Unit Holders--Redemption--
Purchase by the Sponsor of Units
Tendered for Redemption
(g) Ratio of annual charges to
income..................... *
14. Issuance of trust's securities....... The Trust; Rights of Unit
Holders--Certificates
15. Receipt and handling of payments from
purchasers......................... *
16. Acquisition and disposition of
underlying securities.............. The Trust--Trust Formation; The
Trusts--Securities Selection;
Rights of Unit Holders--Redemption;
Sponsor--Responsibility
17. Withdrawal or redemption............. Rights of Unit Holders--Redemption
18. (a) Receipt, custody and disposition
of income...................... Rights of Unit Holders--
Distributions; Rights of
Unit Holders--Reports and Records
(b) Reinvestment of distributions.... Reinvestment Program
(c) Reserves or special funds........ Expenses and Charges; Rights of Unit
Holders--Distributions
(d) Schedule of distributions........ *
19. Records, accounts and reports........ Rights of Unit
Holders--Distributions; Rights of
Unit Holders--Reports and Records
20. Certain miscellaneous provisions of
trust agreement.................... Sponsor--Limitations on Liability;
(a) Amendment........................ Sponsor--Resignation;
(b) Termination...................... Trustee--Limitations on Liability;
- ------------------
* Inapplicable, answer negative or not required.
ii
<PAGE>
(c) and (d) Trustee, removal and
successor...................... Trustee--Resignation;
(e) and (f) Depositor, removal and
successor...................... Amendment and Termination of the
Indenture
21. Loans to security holders............ *
22. Limitation on liability.............. The Trust; Sponsor--Limitations on
Liability; Trustee--Limitations on
Liability; Evaluator--Limitations
on Liability
23. Bonding arrangements................. Additional Information--Item A
24. Other material provisions of trust
agreement.......................... *
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor............ Sponsor
26. Fees received by depositor........... *
27. Business of depositor................ Sponsor
28. Certain information as to officials
and affiliated persons of
depositor.......................... Contents of Registration
Statement--Part II
29. Companies controlling depositor...... Sponsor
30. Persons controlling depositor........ *
31. Payments by depositor for certain
services rendered to trust......... *
32. Payments by depositor for certain
other services rendered to trust... *
33. Remuneration of employees of
depositor for certain services
rendered to trust.................. *
34. Remuneration of other persons for
certain services rendered to
trust.............................. *
35. Distribution of trust's securities in
states............................. Public Offering of Units--Public
Distribution
36. Suspension of sales of trust's
securities......................... *
37. Revocation of authority to
distribute......................... *
38. (a) Method of distribution........... Public Offering of Units
(b) Underwriting agreements.......... Public Offering of Units
(c) Selling agreements............... Public Offering of Units
39. (a) Organization of principal
underwriter.................... Sponsor
(b) N.A.S.D. membership of principal
underwriter.................... Sponsor
40. Certain fees received by principal
underwriter........................ *
41. (a) Business of principal
underwriter.................... Sponsor
(b) Branch offices of principal
underwriter.................... Sponsor
(c) Salesmen of principal
underwriter.................... *
- ------------------
* Inapplicable, answer negative or not required.
iii
<PAGE>
42. Ownership of trust's securities by
certain persons.................... *
43. Certain brokerage commissions
received by principal
underwriter........................ *
44. (a) Method of valuation.............. Summary of Essential Information;
Public Offering of Units--Public
Offering Price; Public Offering of
Units--Public Distribution; Public
Offering of Units--Secondary
Markets
(b) Schedule as to offering price.... *
(c) Variation in offering price to
certain persons................ Public Offering of Units--Public
Distribution; Public Offering of
Units--Volume Discount; Public
Offering of Units--Employee
Discount; Exchange Option
45. Suspension of redemption rights...... *
46. (a) Redemption Valuation............. Summary of Essential Information;
Rights of Unit Holders--Redemption
--Computation of Redemption Price
per Unit
(b) Schedule as to redemption
price.......................... *
47. Maintenance of position in underlying
securities......................... Public Offering of Unit--Secondary
Market; Rights of Unit
Holders--Redemption--Computation of
Redemption Price per Unit; Rights
of Unit Holders--Redemption--
Purchase by the Sponsor of Units
Tendered for Redemption
IV. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of
trustee............................ Trustee
49. Fees and expenses of trustee......... Expenses and Charges
50. Trustee's lien....................... Expenses and Charges--Other Charges
V. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's
securities......................... *
VI. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities..................... Prospectus front cover; The
Trust--Trust Formation; The
Trust--Objectives and Securities
Selection; Sponsor--Responsibility
(b) Transactions involving
elimination of underlying
securities..................... *
(c) Policy regarding substitution or
elimination of underlying
securities..................... Sponsor--Responsibility
(d) Fundamental policy not otherwise
covered........................ *
- ------------------
* Inapplicable, answer negative or not required.
iv
<PAGE>
53. Tax status of trust.................. Prospectus front cover; Tax Status
VII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten
years.............................. *
55.
56. Certain information regarding
periodic payment certificates...... *
57.
58.
59. Financial statements
(Instruction 1(c) to Form S-6)..... Statement of Financial Condition
- ------------------
* Inapplicable, answer negative or not required.
v
<PAGE>
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
[LOGO]
- --------------------------------------------------------------------------------
The objective of the Trust is total return (capital appreciation and dividends).
The Trust will invest in a portfolio consisting of the ten common stocks in the
Dow Jones Industrial Average having the highest dividend yields on November 2,
1999.
- --------------------------------------------------------------------------------
SPONSOR: [LOGO] PRUDENTIAL
SECURITIES
PLEASE READ AND RETAIN Prospectus dated November 4, 1999
THIS PROSPECTUS FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<PAGE>
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors................................................................................................................ A-1
Fee Table................................................................................................................... A-3
Summary of Essential Information............................................................................................ A-4
Independent Auditors' Report................................................................................................ A-10
Statement of Financial Condition............................................................................................ A-11
Schedule of Portfolio Securities............................................................................................ A-12
The Trust................................................................................................................... B-1
Objective................................................................................................................. B-1
Security Selection........................................................................................................ B-1
Summary Description of the Portfolio...................................................................................... B-1
Risk Factors................................................................................................................ B-2
Unit Creation............................................................................................................... B-3
Tax Status of the Trust..................................................................................................... B-5
Retirement Plans............................................................................................................ B-6
Public Offering of Units.................................................................................................... B-6
Public Offering Price..................................................................................................... B-6
Sales Charge.............................................................................................................. B-6
Public Distribution....................................................................................................... B-7
Secondary Market.......................................................................................................... B-7
Profit of Sponsor......................................................................................................... B-7
Volume Discount........................................................................................................... B-8
Employee Discount......................................................................................................... B-8
Rights of Unit Holders...................................................................................................... B-8
Ownership of Units........................................................................................................ B-8
Certain Limitations....................................................................................................... B-8
Distribution.............................................................................................................. B-9
Tender of Units for Redemption............................................................................................ B-9
Purchase by the Sponsor of Units Tendered for Redemption.................................................................. B-10
Computation of Redemption Price per Unit.................................................................................. B-11
Exchange Option............................................................................................................. B-11
Federal Income Tax Consequences........................................................................................... B-12
Reinvestment Program........................................................................................................ B-12
Expenses and Charges........................................................................................................ B-13
Organization Costs........................................................................................................ B-13
Trust Fees and Expenses................................................................................................... B-13
Other Charges............................................................................................................. B-14
Payment................................................................................................................... B-14
Administration of the Trust................................................................................................. B-15
Reports and Records....................................................................................................... B-15
Amendment................................................................................................................... B-15
Termination................................................................................................................. B-16
Termination Options....................................................................................................... B-16
Trustee..................................................................................................................... B-18
Limitations on Liability.................................................................................................. B-18
Responsibility............................................................................................................ B-18
Resignation............................................................................................................... B-19
Sponsor..................................................................................................................... B-19
Limitations on Liability.................................................................................................. B-19
Responsibility............................................................................................................ B-20
Resignation............................................................................................................... B-20
Legal Opinions.............................................................................................................. B-20
Independent Auditors........................................................................................................ B-20
</TABLE>
<PAGE>
OBJECTIVE--The objective of the National Equity Trust, Top Ten Portfolio
Series 210 (the Trust) is total return through an investment for approximately
two years in a portfolio of the ten common stocks in the Dow Jones Industrial
Average* having the highest dividend yield on November 2, 1999. Total return
includes:
o capital appreciation: the value per Unit of the Securities in the
Portfolio of the Trust at the termination of the Trust less the value per
Unit of the Securities in the Portfolio of the Trust at the commencement of
the Trust plus
o income: the dividends paid on the Securities during the life of the Trust.
STRATEGY--The Trust Portfolio consists of common stock issued by the ten
companies whose common stocks are the ten common stocks in the Dow Jones
Industrial Average having the highest dividend yield on November 2, 1999 (the
"Securities" or "Security" or "Top Ten", as the context requires). The Sponsor
calculated the yield for each stock by annualizing the last quarterly ordinary
dividend declared and dividing the annualized dividend by the market value of
the stock. This formula (an objective determination) served as the basis for the
Sponsor's selection of the ten stocks in the Dow Jones Industrial Average having
the highest dividend yield (the "Ten Highest-Yielding Stocks").
The Securities were selected irrespective of any buy or sell recommendation
by the Sponsor. The Sponsor may have a sell recommendation on one or more of the
stocks in the Trust.
The Portfolio, as of the initial Date of Deposit, contains 10 issues of
Securities, all of which are traded on the New York Stock Exchange, in the
following industry groups:
o Petroleum Refining: 9.93%;
o Tobacco: 10.00%;
o Agricultural and Construction Equipment: 9.99%;
o Communications: 20.02%;
o Banking and Finance: 10.02%;
o Auto Manufacturing: 10.01%;
o Consumer/Industrial Products: 10.00%;
o Photographic 10.03%;
o Chemicals, Plastics, & Fibers: 10.00%.
The percentages were computed on the basis of the aggregate net asset value
of the Securities in the Trust on the initial Date of Deposit and are subject to
change.
RISK FACTORS--There can be no assurance that the Trust's objective can be
realized.
o You may lose money by buying Units in the Trust.
o The yield on a stock may decline, the dividend on a stock may be reduced
and the price of a stock may fall.
The factors affecting the value of the Securities are those factors that
have an impact upon the value of equity securities in general and particularly
those factors that affect the economic and financial condition of each issuer of
a Security in particular. You should note that the above criteria were applied
to the Securities selected for inclusion in the Trust Portfolio as of
November 2, 1999. After that date:
o the Securities may no longer rank among the common stocks in the DJIA
having the highest dividend yield,
o the yields on the Securities in the Portfolio may change, and
o the Securities may no longer be included in the DJIA.
Since the Trust Portfolio consists of common stock, an investment in Units
of the Trust should be made with an understanding of the risks inherent in any
investment in common stocks. The risks of investing in common stock include
risks associated with the rights to receive payments from the issuer which are
generally inferior to rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Holders of common stock have a right to
receive dividends only when and 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. Common stock does not represent an obligation of the issuer and therefore
does not offer any assurance of income or provide the degree of protection of
capital of debt securities. Common stock has neither a fixed principal amount
nor a maturity and has values which are subject to market fluctuations for as
long as the common stock remains outstanding. These factors similarly impact on
the ability of an issuer to pay dividends. The Trust is not a "managed"
registered investment company and Securities will not be sold by the Trustee as
a result of ordinary market fluctuations. The value of the common stock in the
Trust thus may be expected to fluctuate over the life of the Trust to values
higher or lower than those prevailing on the Date of Deposit.
o The value of a Unit may be subject to greater volatility than an
investment in a more diversified portfolio since the Trust Portfolio
contains only ten stocks.
o The value of the Units will fluctuate depending on the value of the
Securities.
- ------------------
* Dow Jones & Company, Inc. ("Dow Jones") has not participated in any way in the
creation of the Trust or in the selection of the stocks included in the Trust
and has not approved any of the information in this Prospectus.
A-1
<PAGE>
o The value of the Securities will fluctuate based on all the factors that
have an impact on the economy and the equity markets.
The Securities intended to be used to reimburse the Sponsor for the Trust's
organization costs may decrease in value during the initial offering period. To
the extent the proceeds from the sale of these Securities are insufficient to
repay the Sponsor for the organization costs, the Trustee will sell additional
Securities to allow the full reimbursement of the Sponsor. The net asset value
per Unit will be reduced by the amount of Securities sold.
LITIGATION AND LEGISLATION--Philip Morris Companies common stock represents
approximately 10% of the value of the Portfolio. Pending legal proceedings
against Philip Morris cover a wide range of matters including product liability
and consumer protection. Damages claimed in many of the smoking and health cases
alleging personal injury (both individual and class actions), and in health cost
recovery cases brought by governments, unions and similar entities seeking
reimbursement for health care expenditures, aggregate many billions of dollars.
Proposed legislation would have a significantly adverse impact on the
company and its stockholders, among others. The management of the company is
unable to make a meaningful estimate of the amount or range of loss that could
result from an unfavorable outcome of pending litigation. The present
legislative and litigation environment is substantially uncertain, and it is
possible that the company's business, volume, results of operations, cash flows
or financial position could be materially affected by an unfavorable outcome or
settlement of certain pending litigation. The company believes that its
cigarette shipments may be materially adversely affected by price increases
related to the tobacco litigation settlements and, if enacted, by increased
excise taxes or other tobacco legislation. The company believes that the
settlement agreements that it entered into with many States and other
jurisdictions may materially adversely affect its business, volume, results of
operations, cash flows or financial position in future years.
The Sponsor cannot predict the outcome of the litigation pending against
Philip Morris or how the current uncertainty concerning regulatory and
legislative measures will ultimately be resolved. The Sponsor cannot predict
whether these and other possible developments will have a material effect on the
price of Philip Morris stock over the term of the Portfolio, which could in turn
adversely affect Unit prices. A substantial decline in the price of Philip
Morris stock may result in a substantial decline in the value of a Unit.
YEAR 2000 PROBLEM--Like other investment companies, financial and business
organizations and individuals around the world, the Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee do not properly
process and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." The Sponsor
and Trustee are taking steps that they believe are reasonably designed to
address the Year 2000 Problem with respect to computer systems that they use. At
this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Trust.
The Year 2000 Problem is expected to affect business entities, which may
include issuers of the Trust's Securities, to a varying extent and based upon a
number of factors, including, but not limited to, industry sector and level of
technological sophistication. The Sponsor is unable to predict what impact, if
any, the Year 2000 Problem will have on issuers of the Securities contained in
the Trust.
A-2
<PAGE>
FEE TABLE
This Fee Table is intended to help you to understand the costs and expenses that
you will bear directly or indirectly. See Part B--"Public Offering of Units" and
"Expenses and Charges."
<TABLE>
<CAPTION>
AMOUNT PER
1,000
UNIT HOLDER TRANSACTION EXPENSES UNITS
- -------------------------------------------------- ----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)............. 1.00 %(a) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)........................ 1.75 %(b) 17.50
------ ------
Total................................... 2.75 % $27.50
------ ------
------ ------
Deferred Sales Charge per year for Unit Holders on
the Second Year Commencement Date (as a
percentage of Initial Offering Price)........... 1.75 % $17.50
Total (includes first and second year Deferred
Sales Charge)................................... 4.50 % $45.00
Maximum Sales Charge Imposed on Reinvested
Dividends....................................... $17.50(c)
------
------
ESTIMATED ORGANIZATIONAL COSTS AND EXPENSES(d).... $ 2.00
------
------
ESTIMATED ANNUAL TRUST OPERATING EXPENSES (as a
percentage of average net assets)
Trustee's Fee................................... 0.105% $ 1.05
Other Operating Expenses (including Portfolio
Supervision, Bookkeeping and Administrative
Fees)........................................... 0.020% $ 0.20
------ ------
Total(e)................................ 0.125% $ 1.25
------ ------
------ ------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE
CUMULATIVE EXPENSES
PAID FOR PERIOD:
---------------------------------------------
1 3
YEAR YEARS(F)
------------------- -------------------
<S> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming the Trust's
operating expense ratio and organization cost of
0.325% in the first year and 0.125% in the
second year and a 5% annual return on the
investment throughout the periods............... $31 $71
</TABLE>
The Example assumes a redemption and reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return. For purposes of the
Example, an annual reinvestment of the 5% annual return is assumed. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL
RATE OF RETURN; THE ACTUAL EXPENSES AND ANNUAL RATE OF RETURN MAY BE MORE OR
LESS THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE.
- ------------------
(a) The maximum Initial Sales Charge is actually the difference between 2.75%
and the Deferred Sales Charge ($17.50 per 1,000 Units) and would exceed 1%
if the Public Offering Price exceeds $1,000 per 1,000 Units.
(b) The actual fee is $1.75 per month per 1,000 Units, irrespective of purchase
or redemption price, deducted over 19 months commencing on the first
Deferred Sales Charge Deduction Date ($3.50 will be deducted on November 1,
2000). If a Holder sells, exchanges or redeems Units before all of these
deductions have been made, the balance of the Deferred Sales Charge will be
deducted from the Unit proceeds except that if the exchange, redemption or
sale occurs before the Second Year Commencement Date, the Second Year
Deferred Sales Charge will be waived. If the Unit price exceeds $1 per Unit,
the Deferred Sales Charge will be less than 1.75%; if the Unit price is less
than $1 per Unit, the Deferred Sales Charge will exceed 1.75%.
(c) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment (see "Reinvestment Program" in Part
B).
(d) Investors will bear all or a portion of the costs incurred in organizing the
Trust including the costs of the preparation, printing and execution of the
Indenture, Registration Statement and other documents relating to the Trust,
federal and state registration fees and costs, the initial fees and expenses
of the Trustee, legal and auditing expenses and other out of pocket
expenses. Estimated organization costs are included in the Public Offering
Price and will be reimbursed to the Sponsor at the close of the initial
offering period.
(e) The estimates do not include the cost borne by Unitholders of purchasing and
selling Securities.
(f) Although each Trust has a term of only approximately two years and is a unit
investment trust rather than a mutual fund, this information is presented to
permit a comparison of fees and expenses, assuming the principal amount and
distributions are rolled over every two years into a New Series subject only
to the Deferred Sales Charge.
A-3
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
AS OF NOVEMBER 3, 1999*
<TABLE>
<S> <C>
AGGREGATE VALUE OF SECURITIES..................................................................................... $ 247,499.25
NUMBER OF UNITS................................................................................................... 250,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST REPRESENTED BY EACH UNIT............................................... 1/250,000th
Value of Securities in the Trust (per 1,000 Units).............................................................. $ 988.00
Plus value of Securities for organization costs (per 1,000 Units)**............................................. $ 2.00
------------
Total value of Securities (per 1,000 Units)***.................................................................. $ 990.00
Plus maximum sales charge of 2.75% of Public Offering Price (2.778% of net amount invested in Securities)****... $ 27.50
Less Deferred Sales Charge per 1,000 Units+..................................................................... (17.50)
------------
Public Offering Price per 1,000 Units*****...................................................................... $ 1,000.00
Plus the amount per 1,000 Units in the Income Account........................................................... $ 0.00
------------
Total per 1,000 Units................................................................................... $ 1,000.00
------------
------------
</TABLE>
REDEMPTION AND SPONSOR'S SECONDARY MARKET REPURCHASE PRICE PER 1,000 UNITS******
(based on the value of the underlying Securities less the Deferred
Sales Charge per 1,000 Units)................................. $ 972.50
For Units redeemed or repurchased on or after the Second Year Commencement
Date.......................................................... $ 953.00
RECORD DATES: Quarterly on the tenth day of January, April, July and October.
QUARTERLY DISTRIBUTION DATES: Quarterly on the twenty-fifth day of January,
April, July and October or as soon thereafter as possible.
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from the Principal
Account if the balance therein is less than $1.00 per 1,000 Units.
TRUSTEE'S FEE AND ESTIMATED EXPENSES: $1.16 per 1,000 Units++
SPONSOR'S PORTFOLIO SUPERVISION FEE+: Maximum of $.09 per 1,000 Units.
EVALUATION TIME: 4:00 P.M. New York Time
TERMINATION DATE: November 6, 2001 +++
SPONSOR'S GAIN ON DEPOSIT: $3,098.50
MINIMUM VALUE OF TRUST: The Indenture may be terminated if the value of the
Trust is less than 40% of the value of the Securities calculated after the
last deposit of Securities.
DEFERRED SALES CHARGE DEDUCTION DATES: The 1st day of each month commencing
March 1, 2000.
SECOND YEAR COMMENCEMENT DATE: February 1, 2001.
MINIMUM PURCHASE: $250.00.
- ------------------
* The Date of Deposit. The Date of Deposit is the date on which the Trust
Indenture and Agreement was signed and the initial deposit of Securities
with the Trustee was made.
** $2.00 per 1,000 Units will be distributed to the Sponsor to reimburse
the Sponsor for the payment of the organization costs. The Securities
are subject to the sales charge.
*** After deduction of the Deferred Sales Charge then payable (zero on the
date of this Summary of Essential Information).
**** The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred
Sales Charge in the first year of the Trust ($17.50 per 1,000 Units) from
the aggregate sales charge (a maximum of 2.75% of the Public Offering
Price); thus on the date of this Summary of Essential Information, the
maximum Initial Sales Charge is $10 per 1,000 Units or 1% of the Public
Offering Price. Unit Holders holding Units on the Second Year
Commencement Date will be charged an additional Deferred Sales Charge of
$17.50 per 1,000 Units, payable at the rate of $3.50 per 1,000 Units on
February 1, 2001 and $1.75 per 1,000 Units for the next following eight
months in the second year of the Trust (the total Deferred Sales Charge
for such Unit Holders will be $35.00 per 1,000 Units--the Initial Sales
Charge and the Deferred Sales Charge payable over 2 years will equal
approximately 4.5% of the initial Public Offering Price). The Initial
Sales Charge is reduced on a graduated basis on purchases of $50,000 or
more (see Part B--"Public Offering of Units--Volume Discount"). The
Deferred Sales Charge is paid through reduction of the
(Footnotes continued on next page)
A-4
<PAGE>
(Footnotes continued from previous page)
net asset value of the Trust by $1.75 per 1,000 Units on each Deferred
Sales Charge Deduction Date other than the reduction of $3.50 per 1,000
Units on November 1, 2000. On an exchange, sale or redemption of Units
before the last Deferred Sales Charge Deduction Date, any remaining
Deferred Sales Charge payments will be deducted from the proceeds except
that if the exchange, redemption or sale occurs before the Second Year
Commencement Date, the second year Deferred Sales Charge of $17.50 will
be waived. Units purchased pursuant to the Reinvestment Program are
subject to that portion of the Deferred Sales Charge remaining at the
time of reinvestment (see Part B--"Reinvestment Program").
***** This price is computed as of the Date of Deposit and may vary from this
price on the date of this Prospectus or any subsequent date.
****** This price is computed as of the Date of Deposit and may vary from this
price on the date of this Prospectus or any subsequent date. Reflects
deductions for remaining Deferred Sales Charge payments ($17.50 per 1,000
Units initially). The redemption and repurchase price will be further
reduced to reflect the Trust's costs of liquidating Securities to meet
the redemption currently estimated at $1.54 per 1,000 Units.
+ The total Deferred Sales Charge for Units held on the Second Year
Commencement Date will be $35.00.
++ See: "Expenses and Charges" herein. The fee accrues daily and is payable
on each Distribution Date. Estimated dividends from the Securities,
based on the last dividends actually paid, are expected by the Sponsor
to be sufficient to pay the estimated expenses of the Trust. In
addition, brokerage fees borne by the Trust in connection with the
purchase of Securities by the Trustee with cash deposited in the Trust
are currently estimated at $1.54 per 1,000 Units.
+++ The Trust may be terminated before the Termination Date. See Part
B--"Amendment and Termination of the Indenture--Termination." The sale of
Securities will occur during the 10 business day period commencing on the
Termination Date.
A-5
<PAGE>
THE DOW JONES INDUSTRIAL AVERAGE STOCKS
The Dow Jones Industrial Average is the property of Dow Jones & Company,
Inc., which has not participated in any way in the creation of the Trust or in
the selection of stocks included in the Trust, and has not approved any
information in this Prospectus.
The first DJIA, consisting of 12 stocks, was published in The Wall Street
Journal in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on
October 1, 1928. Taking into account a number of names changes, 1 of the
original companies is still in the DJIA today.
CURRENT LIST
Allied Signal
J. P. Morgan & Co. Incorporated
Minnesota Mining
Du Pont
Eastman Kodak
Intel Corp.
IBM
General Electric
General Motors
Hewlett-Packard Co.
McDonald's
Microsoft Corp.
Caterpillar
Boeing
Merck
Procter & Gamble
American Express
International Paper
Johnson & Johnson
Philip Morris
United Technologies
Home Depot Inc.
Exxon
Citigroup
Coca-Cola
SBC Communications Inc.
Walt Disney
AT&T
Wal-Mart Stores Inc.
Aluminum Co. of America
The Dow Jones Industrial Average is comprised of 30 common stocks chosen by
the editors of The Wall Street Journal, published by Dow Jones & Company, Inc.,
as representative of the broad market and of American industry. The companies
are major factors in their industries and their stocks are widely held by
individuals and institutional investors.
Changes in the components are made entirely by the editors of The Wall
Street Journal without consultation with the Sponsor, the stock exchange or any
official agency. For the sake of continuity, such changes are made rarely. Most
substitutions have been the result of mergers, but from time to time changes may
be made to achieve a better representation. Notwithstanding the foregoing, the
components of the Dow Jones Industrial Average may be changed by Dow Jones &
Company, Inc. at any time for any reason.
A-6
<PAGE>
PAST PERFORMANCE OF PRIOR TOP TEN PORTFOLIO SERIES--TOTAL RETURN(1)
<TABLE>
<CAPTION>
SERIES TERM TRUST RETURN
- ------------------------------ ------------------------------------- ------------
<S> <C> <C>
Top Ten Portfolio Series 200 September 5, 1997--September 7, 1999 21.48%
</TABLE>
- ------------------
(1) Capital appreciation (the difference between the initial unit price and the
price received on termination of the trust divided by the initial unit
price) and divided yield (dividends paid less ongoing trust expenses divided
by the initial unit price) reflects deduction of the full sales charge per
year, brokerage commissions and ongoing expenses but not taxes. Past
performance of a series is no guarantee of future results of any series.
HYPOTHETICAL STRATEGY STOCK PERFORMANCE INFORMATION
The following table shows the actual performance of the Dow Jones Industrial
Average and the hypothetical performance of the Ten Highest-Yielding Stocks over
the past twenty-five years as of the date indicated for each of such years. As
demonstrated by the table, the Ten Highest-Yielding Stocks outperformed the DJIA
in most of the two year periods over the past 25 years. The table shows
historical application of the strategy.
COMPARISON OF TOTAL RETURNS(1)
(FIGURES FOR THE TEN HIGHEST-YIELDING STOCKS REFLECT SALES CHARGES AND TRUST
EXPENSES)
<TABLE>
<CAPTION>
TWO YEAR TEN HIGHEST-
PERIOD DJIA(2) YIELDING STOCKS
- ---------- -------- ---------------
<S> <C> <C>
1974-1975 8.66% 39.43%
1976-1977 7.74% 22.03%
1978-1979 12.88% 9.11%
1980-1981 17.50% 24.84%
1982-1983 56.51% 64.21%
1984-1985 32.59% 32.64%
1986-1987 34.30% 41.08%
<CAPTION>
TWO YEAR TEN HIGHEST-
PERIOD DJIA(2) YIELDING STOCKS
- ---------- ------ -----
<S> <C> <C>
1988-1989 51.41% 52.96%
1990-1991 22.32% 9.85%
1992-1993 24.77% 34.85%
1994-1995 42.18% 39.49%
1996-1997 59.81% 50.70%
1998-(one year) 18.00% 6.68%
</TABLE>
- ------------------
(1) Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period (stocks are
selected as of the last business day of the previous period) and the last
trading day of a period and the total dividends paid on each group of stocks
during the period divided by the opening market value of each group of
stocks as of the first trading day of a period. Total return does not take
into consideration any commissions or taxes. For the Ten Highest-Yielding
Stocks, the table assumes an initial sales charge of 1% and a deferred sales
charge of 1.75% in the first year and 1.75% each year thereafter and an
expense rate of $3.25 in the first year and $1.25 in the second year per
$1,000.
(2) An index of 30 stocks compiled by Dow Jones & Company, Inc.
The total return figures shown above are not guarantees of future
performance and should not be used as a predictor of returns to be expected
in connection with the Portfolio. As indicated in the above table, the
stocks in the Ten Highest-Yielding Stocks underperformed the DJIA in certain
years and there can be no assurance that the Portfolio of the Trust will
outperform the DJIA over the life of the Trust.
A-7
<PAGE>
The chart below shows past performance of the DJIA and the Ten
Highest-Yielding Stocks (but not the Trust) and should not be considered
indicative of future results. From January 1, 1974 through December 31, 1998
the average annual total return for the DJIA was 14.06% and for the Ten
Highest Yielding Stocks was 15.43%. The chart reflects a hypothetical
assumption that $10,000 was invested on January 1, 1974 and the investment
strategy followed for 25 years. For the Dow Jones Industrial Average, the
chart assumes that all dividends during a two year period are reinvested at
the end of that period and does not reflect sales charges, commissions,
expenses or taxes. For the Ten Highest-Yielding Stocks, the chart assumes
that all dividends during each two year period are reinvested at the end of
that period and assumes an initial sales charge rate of 1% and a deferred
rate of 3.5% in the first two year period and 3.5% in each of the subsequent
two year periods and an estimated two year period expense rate of $45.00 per
$10,000 invested (the chart assumes that dividends and appreciation are
reinvested at the beginning of the following year). There can be no
assurance that the Trust will outperform the DJIA over its approximately
two-year life or over consecutive rollover periods, if available.
<TABLE>
<CAPTION>
VALUE OF $10,000 INVESTED ON
JANUARY 1, 1974
------------------------------------------------------------
TWO YEAR TEN HIGHEST-
PERIOD DJIA YIELDING STOCKS
- ---------- ---------------------------- ----------------------------
<S> <C> <C>
1974-1975 10,866 13,943
1976-1977 11,707 17,015
1978-1979 13,215 18,565
1980-1981 15,528 23,176
1982-1983 24,302 38,058
1984-1985 32,222 50,480
1986-1987 43,274 71,217
<CAPTION>
VALUE OF $10,000 INVESTED ON
JANUARY 1, 1974
------------------------------------------------------------
TWO YEAR TEN HIGHEST-
PERIOD DJIA YIELDING STOCKS
- ---------- ---------------------------- ----------------------------
<S> <C> <C>
1988-1989 65,522 108,934
1990-1991 80,146 119,664
1992-1993 99,998 161,367
1994-1995 142,178 225,091
1996-1997 227,214 339,212
1998-(one year) 268,113 361,871
</TABLE>
Past performance of any series may not be indicative of results of future
series. Trust performance may be compared to the performance on the same
basis of the DJIA, the S&P 500 Composite Price Stock Index, the Hang Seng
Index, the Financial Times Industrial Ordinary Share Index and the ten
highest yielding stocks in each of the Hang Seng Index and Financial Times
Industrial Ordinary Share Index, or performance data from publications such
as Morningstar Publications, Inc. This performance may also be compared for
various periods with an investment in short-term U.S. Treasury securities;
however, the investor should bear in mind that Treasury securities are fixed
income obligations, having the highest credit characteristics, while equity
securities involve greater risk because they have no maturities, and income
thereon is subject to the financial condition of, and declaration by, the
issuers.
A-8
<PAGE>
SPECIAL CHARACTERISTICS OF THE TRUST
The original proportionate relationship between the number of shares of
each Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event and adjust the proportionate relationship
accordingly for all future subsequent deposits. If the Trust receives the
securities of another issuer as the result of a merger or reorganization of, or
a spin-off, or split-up by the issuer of a Security included in the original
Portfolio, the Trust may under certain circumstances hold those securities as if
they were one of the Securities initially deposited and adjust the proportionate
relationship accordingly for all future subsequent deposits.
The sale of additional Units and the sale of Units in the secondary market
may continue even though the Securities would no longer be chosen for deposit
into the Trust if the selection process were to be made at that later time.
DISTRIBUTIONS: The Trustee will distribute dividends received by the Trust
(net of expenses) and return of capital, if any, on or shortly after each
Quarterly Distribution Date to Unit Holders of record on the Record Date
immediately before that Quarterly Distribution Date. (See Part B--"Rights of
Unit Holders--Distributions.") We can not assure that there will be any amounts
available for distribution to Unit Holders because the expenses of the Trust may
exceed the dividend income received by the Trust.
PUBLIC OFFERING PRICE: The Public Offering Price of the Units of the Trust
during the initial offering period is based on the value of the underlying
Securities in the Trust's Portfolio divided by the number of Units outstanding
in the Trust, plus the applicable sales charge. A proportionate share of
amounts, if any, in the Income Account is also added to the Public Offering
Price. (See Part B--"Public Offering of Units--Public Offering Price.") The
Initial Sales Charge will vary with changes in the aggregate sales charge and is
deducted from the purchase price of a Unit at the time of purchase and paid to
the Sponsor.
Units purchased pursuant to the Reinvestment Program are subject only to
remaining deductions of the Deferred Sales Charge (see "Reinvestment Program").
Unitholders investing the proceeds of distribution from a previous terminating
Series of National Equity Trust Top Ten Portfolio Series, upon purchase of Units
of the Trust, will be subject only to the Deferred Sales Charge on those Units.
Any investor may acquire Units by an in-kind deposit of securities which
replicates proportionately the portfolio of the Trust and cash, if any, in the
Trust. If a Unit Holder exchanges, redeems or sells his Units to the Sponsor
before the last Deferred Sales Charge Deduction Date, the Unit Holder is
obligated to pay any remaining Deferred Sales Charge except that if the
exchange, redemption or sale occurs before the Second Year Commencement Date,
the Deferred Sales Charge payable will be $17.50.
SECONDARY MARKET--The Sponsor, although not obligated to do so, presently
intends to maintain a secondary market for the Units in the Trust as more fully
described under Part B--"Public Offering of Units--Secondary Market." If this
market is not maintained, a Unit Holder will be able to dispose of his Units
only by tendering his Units to the Trustee for redemption. (See Part B--"Rights
of Unit Holders--Redemption--Computation of Redemption Price per Unit.") The
Sponsor's Repurchase Price, like the Redemption Price, will reflect the
deduction from the value of the underlying Securities of any unpaid amount of
the Deferred Sales Charge. To the extent the entire Deferred Sales Charge has
not been so deducted or paid at the time of redemption of the Units, the
remainder will be deducted from the proceeds of redemption or in calculating an
in-kind redemption. If the Unit Holder owns Units on the Second Year
Commencement Date and exchanges, redeems or sells his Units before the last
Deferred Sales Charge Deduction Date, the Unit Holder is obligated to pay any
remaining Deferred Sales Charge, i.e., $35.00 less the Deferred Sales Charge
previously deducted.
TRUST TERMINATION--The Trust will terminate on the Termination Date unless
terminated earlier. A Unit Holder's Units will be redeemed in-kind on the
Termination Date by distribution of the Unit Holder's pro rata share of the
Securities and any cash in the Portfolio of the Trust on that date to the
Distribution Agent who will act as agent for that Unit Holder.
SECURITIES DISPOSITION OPTIONS ON TERMINATION--You must notify the Trustee
before the Termination Date of the Trust of the option(s) that you choose. You
may elect one or more of the following four options.
o Receipt of Securities "in-kind"
o Receipt of the cash value of the Unit
o Receipt of units in a new trust for the cash proceeds of your Units of
this Trust (you may realize a tax gain or loss from the sale of
Securities)
o Receipt of units in a new trust through an in-kind exchange (you may
benefit from the tax deferred rollover feature).
Please see the Termination Options section for additional information about
each option and for information about how the Trust will terminate.
A-9
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE UNIT HOLDERS, SPONSOR AND TRUSTEE
OF THE NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 210
We have audited the accompanying Statement of Financial Condition,
including Schedule of Portfolio Securities, of the National Equity Trust Top Ten
Portfolio Series 210 as of November 3, 1999. This financial statement is the
responsibility of the Trustee. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of the irrevocable letter of credit for the purchase of securities,
as shown in the Statement of Financial Condition and Schedule of Portfolio
Securities as of November 3, 1999, by correspondence with The Chase Manhattan
Bank, the Trustee. An audit also includes assessing the accounting principles
used and significant estimates made by the Trustee, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of the National Equity Trust
Top Ten Portfolio Series 210 as of November 3, 1999, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
November 3, 1999
A-10
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 210
AS OF DATE OF DEPOSIT, NOVEMBER 3, 1999
TRUST PROPERTY
<TABLE>
<S> <C>
Sponsor's Contracts to Purchase underlying Securities backed
by an irrevocable letter of credit(a)(e).................. $247,499.25
-----------
Total.................................................. $247,499.25
-----------
-----------
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities--
Payment of deferred portion of sales charge(b)......... $ 8,750.00
Reimbursement to Sponsor for organization costs(e)..... 500.00
-----------
Subtotal............................................... 9,250.00
-----------
Interest of Holders--
Units of fractional undivided interest outstanding:
Cost to investors(c).............................. 250,000.00
Less: Gross underwriting commission(d)............ (11,250.75)
Less: Organization costs(e)....................... (500.00)
-----------
Net amount applicable to investors.......................... 238,249.25
-----------
Total........................................ $247,499.25
-----------
-----------
</TABLE>
- ------------------
(a) The aggregate value of the Securities represented by Contracts to
Purchase listed under "Schedule of Portfolio Securities" included herein and
their cost to the Trust are the same. An irrevocable letter of credit drawn on
Standard Chartered Bank in the amount of $5 million dollars has been deposited
with the Trustee for the purchase of Securities pursuant to contracts to
purchase such Securities.
(b) Represents the aggregate amount of mandatory distributions of $1.75 per
1,000 Units per month payable on the 1st day of each month from March, 2000,
through December, 2000, and $3.50 per 1,000 Units payable on February 1, 2001
and $1.75 per 1,000 Units per month payable on the 1st day of each month from
March, 2001 through October, 2001. Distributions will be made to an account
maintained by the Trustee from which the Holders' Deferred Sales Charge
obligation to the Sponsor will be satisfied. If Units are redeemed before
October 1, 2001, the remaining portion of the distribution applicable to those
Units will be transferred to that account on the redemption date except that if
the Units are redeemed before the Second Year Commencement Date the last $17.50
of the Deferred Sales Charge will be waived.
(c) The aggregate Public Offering Price is computed on the basis set forth
under "Public Offering of Units--Public Offering Price."
(d) The aggregate maximum sales charge of 4.5% of the Public Offering Price
per Unit over the life of the Trust is computed on the basis set forth under
"Public Offering of Units--Public Offering Price."
(e) A portion of the Public Offering Price consists of Securities in an
amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. The Sponsor will be reimbursed for the organization
costs at the close of the initial offering period.
A-11
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 210
ON DATE OF DEPOSIT, NOVEMBER 3, 1999
<TABLE>
<CAPTION>
CURRENT PERCENT OF
ANNUAL AGGREGATE PRICE COST OF
DIVIDEND NUMBER MARKET PER STOCKS
PORTFOLIO PER OF VALUE SHARE TO TO
NO. NAME OF ISSUER SHARE(1) SHARES OF TRUST TRUST TRUST(2)
- --------- ------------------------------------------ -------- ------ ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
1. AT & T Corp $ 0.88 528 10.01% $ 46.9375 $ 24,783.00
2. Caterpillar Inc. $ 1.30 437 9.99% $ 56.5625 $ 24,717.81
3. Dupont (E.I.) DeNemours & Co. $ 1.40 400 10.00% $ 61.8750 $ 24,750.00
4. Eastman Kodak Company $ 1.76 357 10.03% $ 69.5625 $ 24,833.81
5. Exxon Corporation $ 1.76 337 9.93% $ 72.9375 $ 24,579.94
6. General Motors Corp $ 2.00 362 10.01% $ 68.4375 $ 24,774.38
7. J.P. Morgan & Company $ 3.96 192 10.02% $129.1250 $ 24,792.00
8. Minnesota Mining & Manufacturing Co. $ 2.24 262 10.00% $ 94.5000 $ 24,759.00
9. Philip Morris Companies, Inc. $ 1.92 919 10.00% $ 26.9375 $ 24,755.56
10. SBC Communications Inc. $ 0.98 492 10.01% $ 50.3125 $ 24,753.75
-----------
$247,499.25
-----------
-----------
</TABLE>
- ------------------
(1) Based on the latest quarterly or semiannual declaration. There can be no
assurance that future dividend payments, if any, will be maintained in an
amount equal to the dividend listed above.
(2) The Securities were acquired by the Sponsor on November 3, 1999. All
Securities are represented entirely by contracts to purchase. Valuation of
Securities by the Trustee was made on the basis of the closing sale price on
the New York Stock Exchange on November 3, 1999. The aggregate purchase
price to the Sponsor for the Securities deposited in the Trust is
$244,400.75.
The Sponsor may have acted as an underwriter, manager or co-manager of a
public offering of the Securities in the Trust during the last three years.
Affiliates of the Sponsor may serve as specialists in the Securities in this
Trust on one or more stock exchanges and may have a long or short position in
any of these stocks or in options on any of these stocks, and may be on the
opposite side of public orders executed on the floor of an exchange where the
Securities are listed. An officer, director or employee of the Sponsor may be an
officer or director of one or more of the issuers of the Securities in the
Trust. The Sponsor may trade for its own account as an odd-lot dealer, market
maker, block positioner and/or arbitrageur in any of the Securities or options
relating thereto. The Sponsor, its affiliates, directors, elected officers,
employees and employee benefits programs may have either a long or short
position in any Security or related option.
A-12
<PAGE>
PROSPECTUS--PART B:
- --------------------------------------------------------------------------------
Note that Part B of this Prospectus may not be distributed unless accompanied by
Part A.
- --------------------------------------------------------------------------------
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
INTRODUCTION
Prudential Securities Incorporated (the "Sponsor") and The Chase Manhattan
Bank (the "Trustee") signed a Trust Indenture and Agreement and a related
Reference Trust Agreement that created this series of the National Equity Trust
Top Ten Portfolio Series under the laws of the State of New York. The Sponsor,
Prudential Securities Incorporated, is a wholly-owned, indirect subsidiary of
The Prudential Insurance Company of America. The objective of the Trust is total
return through an investment for approximately two years in a portfolio of the
ten common stocks in the Dow Jones Industrial Average having the highest
dividend yield as of the date of or shortly before the Date of Deposit (the "Top
Ten").
THE TRUST
OBJECTIVE
The objective of the Trust is total return through an investment in a
portfolio of the Top Ten (the "Securities" or "Security" as the context
requires). Total return includes:
o capital appreciation--the value per Unit of the Securities in the
Portfolio of the Trust at the termination of the Trust less the value per
Unit of the Securities in the Portfolio of the Trust at the commencement
of the Trust
o income--dividends paid on the Securities during the life of the Trust.
SECURITY SELECTION
The yield for each stock was calculated by the Sponsor by annualizing the
last quarterly ordinary dividend declared and dividing the annualized dividend
by the market value of the stock. This formula (an objective determination)
served as the basis for the Sponsor's selection of the ten stocks in the Dow
Jones Industrial Average having the highest dividend yield (the "Ten Highest-
Yielding Stocks").
SUMMARY DESCRIPTION OF THE PORTFOLIO
On the Date of Deposit, the Sponsor deposited with the Trustee common stock
issued by the ten companies whose common stocks are the ten common stocks in the
Dow Jones Industrial Average having the highest dividend yield. The Trust may
also contain contracts and funds for the purchase of the Securities and/or cash
(or a letter of credit instead of cash) with instructions to the Trustee to
purchase Securities (see "Schedule of Portfolio Securities" in Part A). The
Trustee then immediately delivered to the Sponsor the units (the "Units")
comprising the entire ownership of the Trust as of the Date of Deposit. The
Sponsor, through this Prospectus, is offering the Units to the public.
The Trust consists of:
(1) the Securities listed under "Schedule of Portfolio Securities" as may
continue to be held from time to time in the Trust and
(2) any additional Securities and/or cash that the Trust acquires and holds
pursuant to the provisions of the Indenture and
(3) uninvested cash realized from the disposition of Securities.
Because the Trust may sell certain Securities or reduce their percentage
under certain circumstances, and because the Trust may acquire additional
Securities, the Trust is not expected to retain for any length of time its
present size and exact composition. See: "Sponsor--Responsibility."
The Trust is not a "managed" registered investment company and Securities
will not be sold by the Trustee as a result of ordinary market fluctuations.
Therefore, neither the Trustee nor the Sponsor has the authority to manage the
Trust's assets in an attempt to take advantage of various market conditions to
increase the Trust's net asset value. Further, the Sponsor may direct the
disposition by the Trustee of Securities only upon the occurrence of certain
events. (See "Sponsor--Responsibility.")
There is no assurance that the Trust will declare or pay any dividends in
the future on the Securities initially deposited or to be deposited subsequently
in the Trust. Neither the Sponsor nor the Trustee will be liable in any way for
any default, failure or defect in the Securities.
B-1
<PAGE>
RISK FACTORS
MARKET RISK
There can be no assurance that the objective of the Trust will be met
because the Securities may rise or fall in value, or pay dividends, depending on
the full range of economic and market influences affecting:
o the financial condition of issuers
o the prices of equity securities in general, and
o the stocks that this Trust buys in particular.
If you invest in Units of the Trust, you should understand the risks
inherent in an investment in common stock. The risks of investing in common
stock include:
o the risk that the financial condition of one or more of the issuers of
the Securities may worsen;
o the risk that the issuer may reduce or eliminate a dividend;
o the risk that the general condition of the stock market may weaken; and
o the risk that the value of Units will decline as the market value of the
Securities decreases.
The Sponsor can not predict the direction or scope of any of these factors.
See the risks described in Part A of the Prospectus as well as those set forth
below.
FLUCTUATING SECURITY VALUE
Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Investors base these
perceptions upon such factors as:
o expectations regarding domestic and foreign economic, monetary and fiscal
policies,
o inflation and interest rates,
o currency exchange rates, economic expansion or contraction, and
o global or regional political, economic and banking conditions.
The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, stock markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue. Therefore we can
give no assurance that the Trust will achieve its objective over its two-year
life. We can likewise give no assurance that future portfolios selected using
the same methodology as the Trust during consecutive two-year periods will meet
their objectives. The Trust is not designed to be a complete equity investment
program.
PAYMENT RISKS
There are certain payment risks involved in owning common stocks. Risks
include those arising from the fact that holders of common and preferred stocks
have rights to receive payments from the issuers of those stocks. These rights
are generally inferior to those of creditors of, or holders of debt obligations
issued by, such issuers. Furthermore, the rights of holders of common stocks are
inferior to the rights of holders of preferred stocks. Holders of common stocks
of the type held in the Portfolio have a right to receive dividends only when,
as and if, and in the amounts, declared by the issuer's board of directors.
Holders of common stocks such as those in the Portfolio also have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for.
By contrast, holders of preferred stocks have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors. This rate is normally on a cumulative basis. Holders of preferred
stocks do not ordinarily participate in other amounts available for distribution
by the issuing corporation. Issuing corporations must pay cumulative preferred
stock dividends before common stock dividends.
Any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks also have rights on liquidation which are senior to those of common
stocks. For these reasons, preferred stocks entail less risk than common stocks.
However, neither preferred nor common stocks represent an obligation or
liability of the issuer. Therefore, they do not offer any assurance of income or
provide the degree of protection of capital of debt securities.
The issuance of debt securities, as compared with both preferred and common
stock, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (l) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of
B-2
<PAGE>
common stock with respect to assets of the issuer upon liquidation or
bankruptcy. Further, common stocks lack a fixed principal amount and a maturity
date but have values which are subject to market fluctuations for as long as the
common stocks remain outstanding. Common stocks are thus unlike debt securities
which typically have a stated principal amount payable at maturity; the amount
payable will be subject to market fluctuations before the payment is made.
Common stocks also differ from preferred stocks which typically have a
liquidation preference and which may have stated optional or mandatory
redemption provisions. Additionally, market timing and volume trading will also
affect the underlying value of Securities, including the Sponsor's buying of
additional Securities and the Trust's selling of Securities during the
Liquidation Period.
The value of the Units will fluctuate depending on all the factors that
have an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. There is no
assurance that any dividends will be declared or paid in the future on the
Securities. The Sponsor may direct the Trustee to dispose of Securities only
upon the occurrence of certain events. (See "Sponsor--Responsibility"). However,
the Trustee will not dispose of Securities solely as a result of normal
fluctuations in market value.
The Sponsor may deposit additional Securities and may continue to sell
Units of the Trust even though one or more of the Securities no longer remains
among the Top Ten on the date of sale or the date of deposit of the additional
Securities and even if the Security is no longer in the DJIA or the Sponsor has
a sell recommendation on the Security.
DEFERRED SALES CHARGE
It is anticipated that Securities generally will not be sold to pay the
Deferred Sales Charge until after the last Deferred Sales Charge Deduction Date.
Unit holders will be at risk with respect to changes in the market value of
Securities between the accrual of each monthly deferred sales charge and the
actual sale of Securities to satisfy the payment of the Deferred Sales Charge.
EARLY TERMINATION
The Trust has a mandatory termination date set forth under Part A--"Summary
of Essential Information," but may be terminated earlier if certain events occur
(see "Amendment and Termination of the Indenture--Termination"), including a
reduction in the value of the Trust below the value set forth under Part
A--"Summary of Essential Information."
LITIGATION
The Sponsor does not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on the Portfolio, although pending litigation may have a material adverse effect
on the value of Securities in the Portfolio. In addition, at any time after the
initial date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the Securities in the Portfolio or the
issuers of the Securities. Changing approaches to regulation, particularly with
respect to the environment or with respect to the petroleum or tobacco industry,
may have a negative impact on certain companies represented in the Portfolio.
Future litigation, legislation, regulation or deregulation may have a material
adverse effect on the Portfolio and may impair the ability of the issuers of the
Securities to achieve their business goals.
UNIT CREATION
DEPOSIT OF SECURITIES
On the date that the Trust was created, the Sponsor deposited with the
Trustee certain securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the purchase of the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities. The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust Agreement. The Trustee then
immediately recorded the Sponsor as owner of the units comprising the entire
ownership of the Trust.
Through this prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit Holders" the "Unitholders" or the "Unit Holder," as the context
requires) will have the right to have their Units redeemed at a price based on
the market value of the Securities if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes to maintain. A
secondary market for Units is a market where Units are bought and sold after
their original issue. In addition, the Sponsor may offer for sale, through this
Prospectus, Units which the Sponsor may have repurchased in the secondary market
or upon the tender by a Unit Holder of Units for redemption. The Trustee has not
participated in the selection of Securities for the Trust. The Sponsor or the
Trustee will not be liable in any way for any default, failure or defect in any
Securities.
With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities." The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Sponsor--Responsibility."
Under the Indenture and Agreement, the
B-3
<PAGE>
Sponsor can deposit additional Securities and contracts to purchase additional
Securities together with a letter of credit and/or cash or a letter of credit in
lieu of cash. The Sponsor may then give instructions to the Trustee to purchase
additional Securities in order to create additional Units. Any such additional
deposits made in the 90 day period following the creation of the Trust will
consist of securities of the same issuers as those already in the Trust. These
deposits will be in amounts which maintain, to the extent practicable, the
original proportionate relationship between the number of shares of each
Security and any cash in the Portfolio. It may not be possible to maintain the
exact original proportionate relationship because of price changes or other
reasons.
Since the Sponsor deposits cash or a letter of credit in lieu of cash and
gives instructions to the Trustee to purchase additional Securities to create
Additional Units, Units, including previously issued Units, may represent more
or less of that Security and more or less of other Securities in the Portfolio
of the Trust. This is because the price of a Security fluctuates between the
time the cash is deposited and the time the cash is used to purchase the
Security.
The Trustee may hold any cash deposited with instructions to purchase
Securities in an interest bearing account. Any interest earned on such cash will
be the property of the Trust. Unit Holders will receive, as a distribution on
the earlier of (1) the first Distribution Date or (2) 90 days after the Initial
Date of Deposit:
o any cash deposited with instruction to purchase Securities that is not
used to purchase Securities, and
o any interest not used to pay Trust expenses.
This prospectus may be used to continuously offer additional Units for sale
to the public. After the 90 day period following the Initial Date of Deposit any
deposit of additional Securities and cash must replicate the portfolio exactly
as it was immediately before that deposit.
The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. These acquisitions may tend to raise
the market prices of these Securities. To minimize the risk of price
fluctuations when purchasing Securities, the Trust may purchase Securities at
the closing price as of the Evaluation Time. To do so, the Trust may enter into
trades with unaffiliated broker/dealers for the purchase of large quantities of
shares. These trades will be entered into at an increased commission cost which
the Trust will bear. See "Summary of Essential Information." The Sponsor cannot
currently predict the actual market impact of the Sponsor's purchases of
additional Securities because it does not know the actual volume of Securities
to be purchased and the supply and price of the Securities.
Units will be sold by the Sponsor to investors at the Public Offering Price
next computed after receipt of the investor's order to purchase Units, if Units
are available to fill orders on the day that that price is set. If Units are not
available or are insufficient to fill the order, the Sponsor will reject the
investor's order. The number of Units available may be insufficient to meet
demand. This may be because of the Sponsor's inability to or decision not to
purchase and deposit underlying Securities in amounts sufficient to maintain the
proportionate numbers of shares of each Security as required to create
additional Units. The Sponsor may, if unable to accept orders on any given day,
offer to execute the order as soon as enough Units can be created. You will be
deemed to have placed a new order for that number of Units each day until that
order is accepted. The Sponsor will execute your order, when Units are
available, at the Public Offering Price next calculated after the Sponsor
accepts your continuing order. You will, of course, be able to revoke your
purchase offer at any time prior to acceptance by the Sponsor. The Sponsor will
execute orders to purchase in the order it determines that they are received.
The Sponsor will first fill orders received first. However, the Sponsor will
accept indications of interest prior to the effectiveness of the registration of
the offering of Trust Units which become orders upon effectiveness according to
the order in which the Sponsor receives the indications of interest.
On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information." Thereafter, if you redeem any Units, the
amount of Securities in the Trust will decline and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the aggregate value of
the Securities in the Trust will increase by amounts allocable to such
Additional Units and the fractional undivided interest in the Trust will fall.
Units will remain outstanding until you or any Unit Holder, including the
Sponsor, redeem them upon tender to the Trustee, or until the termination of the
Trust on the terms specified in the Indenture and Agreement.
All of the Securities are publicly traded on the New York Stock Exchange.
The contracts to purchase Securities deposited initially in the Trust are
expected to settle in the ordinary manner for such Securities. Settlement of the
contracts for Securities is thus expected to take place prior to the settlement
of Units purchased on the date of this prospectus. The Sponsor will receive the
purchase price of the Units before it pays for the Securities and will benefit
from the use of the cash during this period.
B-4
<PAGE>
TAX STATUS OF THE TRUST
In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal income
tax purposes. Income received by the Trust will be treated as income of the Unit
Holders in the manner set forth below.
Under the grantor trust rules of Sections 671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata portion of each asset in the Trust. The total tax cost of each Unit
purchased solely for cash will equal the cost of Units, including the Initial
Sales Charge. A Unit Holder should determine the tax cost for each asset
represented by the Unit Holder's Units purchased solely for cash by allocating
the total cost for such Units, including the Initial Sales Charge, among the
assets in the Trust represented by the Units in proportion to the relative fair
market values thereof on the date the Unit Holder purchases such Units.
The proceeds actually received by a Unit Holder upon termination of the
Trust or redemption of Units will be net of the Deferred Sales Charge and the
charge for organizational expenses. The relevant tax reporting forms sent to
Unit Holders will also reflect the actual amounts paid to them, after deduction
for the Deferred Sales Charge and the charge for organizational expenses.
Accordingly, you should not increase the total cost for your Units by the amount
of the Deferred Sales Charge and the charge for organizational expenses.
You as a Unit Holder will be considered to have received all of the
dividends paid on your pro rata portion of each Security when the Trust receives
such dividends including the portion of such dividend used to pay ongoing
expenses. In the case of a corporate Unit Holder, such dividends will qualify
for the 70% dividends received deduction for corporations to the same extent as
if the corporate Unit Holder held the dividend paying stock directly. You as an
individual Unit Holder who itemizes deductions will be entitled to an itemized
deduction for your pro rata share of fees and expenses paid by the Trust as if
you paid such fees and expenses directly. You are entitled to this deduction
only to the extent that this amount together with your other miscellaneous
deductions exceed 2% of your adjusted gross income. A corporate Unit Holder will
not be subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to you or to your agent of your pro rata
share of the Securities in kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for Securities so distributed will be
equal to your basis for the same Securities, previously represented by your
Units, before such distribution. The holding period for such Securities will
include the period during which you held the Units. You will have a taxable gain
or loss, which will be a capital gain or loss except in the case of a dealer,
when you dispose of such Securities in a taxable transfer.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation. These tax laws will treat the
income of the Trust as the income of the Unit Holders.
You will not be taxed upon the receipt in-kind from the Terminating Trust
and the deposit in the New Trust of the Duplicated Stocks. Your basis in such
Duplicated Stocks will be your basis in such Duplicated Stocks prior to the
distribution from the Terminating Trust. The holding period of such Duplicated
Stocks will include the period during which you held the Units. To the extent
the Distribution Agent sells Securities received in-kind on your behalf, you
will have a taxable gain or loss, which will be a capital gain or loss except in
the case of a dealer. Your basis in non-Duplicated Stocks will equal the
purchase price paid by the Distribution Agent.
If the proceeds that the Distribution Agent or the Trustee receives upon
the sale of an underlying Security exceed your adjusted tax cost allocable to
the Security disposed of, you will realize a taxable gain to the extent of such
excess. Conversely, if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost allocable to the Security disposed of, you will realize a loss for tax
purposes to the extent of such difference. However, upon reinvestment of
proceeds in a New Series in connection with an exchange or non In-Kind Rollover,
the Internal Revenue Service may seek to disallow such loss to the extent that
(l) the underlying securities in each trust are substantially identical and
(2) the purchase of units of the New Series takes place less than thirty-one
days after the sale of the underlying Security. Under the Federal Tax Code,
capital gain of individuals, estates and trusts from Securities held for more
than one year is subject to a maximum nominal tax rate of 20%. Such capital gain
may, however, result in a disallowance of itemized deductions and/or affect a
personal exemption phase-out. The maximum lower capital gain rate of 20% will be
unavailable to you with respect to those Securities which you have held for less
than a year and a day at the time of sale. This includes sales occasioned by
mandatory or early termination of the Trust or exchange or rollover of Units.
From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. This type of legislation, if enacted into law,
would reduce the after-tax return to investors who can take advantage of the
deduction.
Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, and foreign partnerships) not engaged in a U.S. trade or business
generally will be subject to a 30% withholding tax (or lower applicable treaty
rate) on dividend distributions.
You should consult your tax advisor with respect to the application of the
above general information to your own personal situation.
B-5
<PAGE>
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. If you are considering participation in any such plan you should review
specific tax laws and pending legislation relating to the plan and should
consult attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated on each business day
by the following formula: the aggregate market value of the Portfolio Securities
and other Trust assets, as determined by the Trustee, next computed after
receipt of a purchase order is reduced by Trust liabilities and then divided by
the number of Units outstanding. The sales charge shown in the table in the
Volume Discount section is added to the net asset value per Unit. The Units
outstanding may be split to create greater or fewer units (a reverse split). The
Sponsor will add to the Public Offering Price commissions and any other
transactional costs, if any, in connection with the deposit of additional
Securities or contracts to purchase additional Securities for the creation of
Additional Units. After the Initial Date of Deposit, the Sponsor will add to the
Public Offering Price a proportionate share of amounts in the Income Account and
Principal Account and amounts receivable in respect of stocks trading
ex-dividend, other than money required to be distributed to Unit Holders on a
Distribution Date and money required to redeem tendered Units. In the event a
stock is trading ex-dividend at the time of deposit of additional Securities,
the Sponsor will add to the Public Offering Price an amount equal to the
dividend that would be received if such stock were to receive a dividend. The
Public Offering Price per Unit is calculated to five decimal places and rounded
up or down to three decimal places. The Public Offering Price on any particular
date will vary from the Public Offering Price on the Initial Date of Deposit,
set forth in the "Summary of Essential Information," in accordance with:
o fluctuations in the aggregate market value of the Securities
o the amount of available cash on hand in the Trust
o the amount of Trust fees, expenses and liabilities.
A portion of the Public Offering Price also consists of cash or securities
in an amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. These costs include:
o the cost of the preparation of documents relating to the Trust
o federal and state registration fees
o the initial fees and expenses of the Trustee
o legal expenses
o any other out-of-pocket expenses.
The Sponsor will receive the estimated organization costs as of the close
of the initial offering period.
As more fully described in the Indenture, the Trustee determines the
aggregate market value of the Securities based on closing prices on the day it
makes the valuation as described under "Redemption--Computation of Redemption
Price." If there are no such reported prices, the Trustee takes into account the
same factors referred to under "Redemption--Computation of Redemption Price."
Determinations are effective for transactions effected after the last preceding
determination.
SALES CHARGE
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$17.50 per 1,000 Units from the total sales charge. The Initial Sales Charge
that a Unit Holder pays may be more or less than the Initial Sales Charge on the
Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will initially be $17.50 per 1,000 Units but will decline each month by one
tenth. Unit Holders holding Units on the Second Year Commencement Date will be
charged an additional Deferred Sales Charge of $17.50 per 1,000 Units, payable
at the rate of $3.50 per 1,000 Units on November 1, 2000 and $1.75 per 1,000
Units for the next following 8 months in the second year of the Trust (the total
Deferred Sales Charge for such Unit Holders will be $35.00 per 1,000 Units--the
Initial Sales Charge and the Deferred Sales Charge payable over 2 years of
$35.00 will equal approximately 4.5% of the initial Public Offering Price.) The
Deferred Sales Charge will be paid through monthly payments of $1.75 per 1,000
Units per month commencing on the first Deferred Sales Charge Payment Date shown
on the Summary of Essential Information. If the Unit price exceeds $1.00 per
Unit, the Deferred Sales Charge will be less than 1.75%; if the Unit price is
less than $1 per Unit, the Deferred Sales Charge will exceed 1.75%. To the
extent that the entire Deferred Sales Charge relating to your Units has not been
paid at the time of repurchase, redemption or exchange of the Units, any unpaid
amount will be deducted from the sale, redemption or exchange proceeds or in
calculating an in kind distribution.
B-6
<PAGE>
For purchases of Units with a value of $50,000 or more, we will reduce the
Initial Sales Charge on a graduated basis as shown below under "Volume
Discount." Units purchased pursuant to the Reinvestment Program are subject only
to any remaining Deferred Sales Charge payments; see "Reinvestment Program."
Unit Holders investing the proceeds of distribution from a previous terminating
Series of National Equity Trust Top Ten Portfolio Series, upon purchase of Units
of the Trust, will be subject only to the Deferred Sales Charge on such Units.
If you acquire Units of the Trust pursuant to an exchange of units of a
different unit investment trust you will not have to pay an initial sales charge
at the time of the exchange. However, these Units acquired will be subject to
the Deferred Sales Charge.
PUBLIC DISTRIBUTION
During the initial public offering period (i) for Units issued on the Date
of Deposit and (ii) for additional Units issued after this date in respect of
additional deposits of Securities, Units will be distributed to the public by
the Sponsor and through dealers at the Public Offering Price, calculated on each
business day. The initial offering period is 30 days unless all Units are sold
beforehand in which case the initial public offering period will terminate. The
initial public offering period may be extended by the Sponsor so long as
additional deposits are being made or Units remain unsold. Upon termination of
the initial offering period, in each case, unsold Units or Units acquired by the
Sponsor in the secondary market referred to below may be offered to the public
by this Prospectus at the then current Public Offering Price calculated daily.
The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in respect of additional
deposits of Securities. The Sponsor will sell Units to dealers at prices which
reflect the concession listed in the Volume Discount section. They may offer to
the public unsold Units or Units acquired by the Sponsor in the secondary market
referred to below, by this Prospectus at the then current Public Offering Price
determined as provided above.
The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units.
In addition, sales of Units may be made pursuant to distribution
arrangements with certain banks. These banks are subject to regulation by the
Office of the Comptroller of the Currency and are acting as agents for their
customers. A portion of the sales charge that these customers pay is retained by
or remitted to these banks in an amount equal to the amount customarily received
by an agent for acting in that capacity in connection with the purchase of
Units. The Glass-Steagall Act prohibits banks from underwriting certain
securities, including Units of the Trust. This Act, however, does permit certain
agency transactions. Banking regulators have not indicated that these particular
agency transactions are impermissible under this Act. In certain states, any
bank making Units available must register as a broker-dealer in that State.
SECONDARY MARKET
While not obligated to do so, the Sponsor presently intends to maintain a
secondary market for Units. If the Sponsor maintains the market it will offer to
repurchase Units from Unit Holders at the Sponsor's Repurchase Price. The
Sponsor computes the Repurchase Price in the same manner as the Redemption Price
is calculated. The Sponsor, of course, does not in any way guarantee the
enforceability, marketability or price of any Securities in the Portfolio or of
the Units.
In addition, after the initial offering period, the Sponsor's Repurchase
Price will be reduced to reflect the estimated costs of liquidating the
Securities to meet redemption requests. The only sales charge incurred when a
Unit Holder sells Units back to the Sponsor is the payment of the unpaid portion
of the Deferred Sales Charge. The Sponsor may reoffer to the public any Units
repurchased by the Sponsor at the Sponsor's Repurchase Price. The reoffering
price will be the then current Public Offering Price. The Sponsor will bear any
profit or loss resulting from the resale of those Units.
The Sponsor may temporarily or permanently discontinue the repurchase of
Units of this series at the Sponsor's Repurchase Price if the supply of Units
exceeds demand or for any other business reason. In such event, although under
no obligation to do so, the Sponsor may, as a service to you, offer to
repurchase Units at the "Redemption Price." You may redeem your Units through
the Trustee.
The Sponsor may, of course, redeem any Units that it has purchased in the
secondary market to the extent that it determines that it is undesirable to
continue to hold these Units in its inventory. Factors which the Sponsor will
consider in making this determination will include the number of units of all
series of unit trusts which it has in its inventory, the saleability of these
units and its estimate of the time required to sell these units and general
market conditions.
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit or sustained a loss on the
deposit of the Securities in the Trust. This profit or loss represents the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust. For a description of this profit or loss and the amount
of such difference on the Initial Date of Deposit see "Schedule of Portfolio
Securities." The Sponsor may realize a similar profit or loss in connection with
each additional deposit of Securities. In addition, the Sponsor may have acted
as a broker in transactions relating to
B-7
<PAGE>
the purchase of Securities for deposit in the Trust. During the initial public
offering period the Sponsor may realize additional profit or sustain a loss due
to daily fluctuations in the prices of the Securities in the Trust and thus in
the Public Offering Price of Units the Sponsor receives. If the Sponsor receives
cash from the Unit Holders before the settlement date for the purchase of Units
or before the payment for Securities upon their delivery, the Sponsor may use
the cash in the Sponsor's business and may benefit from the use of the cash.
The Sponsor may also realize profits or sustain losses while maintaining a
secondary market in the Units. These profits or losses are the amount of any
difference between the prices at which the Sponsor buys Units and the prices,
including a sales charge, at which the Sponsor resells such Units or the prices
at which the Sponsor redeems such Units, as the case may be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced. The Sponsor
may also discontinue the discount altogether.
The sales charge for the Trust in the primary market will be reduced
pursuant to the following graduated scale for sales to any person of Units with
a value of $50,000 or more. The sales charge in the secondary market, which will
decline as shown on the following graduated scale, consists of an Initial Sales
Charge and the remaining portions of the Deferred Sales Charge.
<TABLE>
<CAPTION>
PRIMARY MARKET DEALER CONCESSION SECONDARY MARKET
-------------------------------------------------- ----------------- ------------------------------
PERCENT OF PERCENT OF DEFERRED PERCENT OF PERCENT OF PERCENT OF
PUBLIC OFFERING NET AMOUNT SALES CHARGE PUBLIC OFFERING PUBLIC OFFERING NET AMOUNT
PURCHASES PRICE INVESTED PER 1,000 UNITS PRICE PRICE INVESTED
- --------------------- --------------- ---------- --------------- ----------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Less than $50,000 . 2.75% 2.778% $ 17.50 2.10% 1.00% 1.010%
$50,000-$99,999 ..... 2.50% 2.519% 17.50 1.90% 0.75% 0.756%
$100,000-$249,999 2.00% 2.005% 17.50 1.40% 0.50% 0.503%
$250,000 or more .... * * 17.50 1.20% 0.25% 0.251%
<CAPTION>
ADDITIONAL SECOND
YEAR DEFERRED
SALES CHARGE
PURCHASES PER 1,000 UNITS
- --------------------- -----------------
<S> <C>
Less than $50,000 ... $ 17.50
$50,000-$99,999 ..... 17.50
$100,000-$249,999 ... 17.50
$250,000 or more .... 17.50
</TABLE>
- ------------------
* Deferred Sales Charge only.
The reduced sales charges as shown on the chart above will apply to all
purchases of Units in any fourteen-day period which qualify for the volume
discount by the same person, partnership or corporation, other than a dealer, in
the amounts stated herein, and for this purpose, purchases of Units of this
Trust will be aggregated with concurrent purchases of units of any other trust
that may be offered by the Sponsor.
Units held in the name of your spouse or in the name of your child under
the age 21 or in the name of an entity controlled by you are deemed for the
purposes hereof to be acquired in your name. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation purchasing Units for a single trust estate or single fiduciary
account.
EMPLOYEE DISCOUNT
The Sponsor intends, at the discretion of the Sponsor, to permit employees
of Prudential Securities Incorporated and its subsidiaries and affiliates to
purchase Units of the Trust at a price equal to the net asset value of the
Securities in the Trust divided by the number of Units outstanding plus a
reduced sales charge equal to the Deferred Sales Charge per Unit, subject to a
limit of 5% of the Units.
RIGHTS OF UNIT HOLDERS
OWNERSHIP OF UNITS
You are required to hold your Units in uncertificated form. The Trustee
will credit your account with the number of Units you hold. Units are
transferable only on the records of the Trustee upon presentation of evidence
satisfactory to the Trustee for each transfer. Any sums payable for taxes or
other governmental charges imposed upon these transactions must be paid by you
and you must comply with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate
the Trust. Your death or incapacity will not entitle your legal representatives
or heirs to claim an accounting or to take any other action or proceeding in any
court for a partition or winding up of the Trust.
VOTING OF THE PORTFOLIO SECURITIES
No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust as prescribed in the
Indenture. Unit Holders have no right to control the operation or administration
of the Trust in any manner.
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DISTRIBUTION
Cash amounts received by the Trust will be distributed as set forth below
on a pro rata basis to Unit Holders of record as of the preceding Record Date.
All distributions will be net of applicable expenses and funds required for the
redemption of Units. Because the expenses of the Trust may exceed the dividend
income received by the Trust there can be no assurance that there will be any
amounts available for distribution to Unit Holders.
Distributions for the account of beneficial owners of Units registered in
"street name" that the Sponsor holds will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever regulatory or tax
purposes require or wherever the Sponsor directs, the Trustee may make special
distributions on special distribution dates to Unit Holders of record on special
record dates that the Trustee declares.
The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive those dividends. The Trustee credits to a Principal Account
other receipts, including (1) return of investment and gain and (2) amounts
received upon the sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the Securities in the
Portfolio. The Trust will distribute the following to each Unit Holder as of a
Record Date on the next following Distribution Date or shortly thereafter.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the second Distribution Date following their
purchase of Units. The Record Dates and the Distribution Dates are set forth in
Part A of this Prospectus. See "Summary of Essential Information." The
distribution shall consist of:
o an amount approximately equal to the dividend income per Unit, after
deducting estimated expenses, if any, plus
o your pro rata share of the distributable cash balance of the Principal
Account.
The Trustee will hold proceeds it receives from the disposition of any of
the Securities which are not used for redemption of Units in the Principal
Account until it distributes those proceeds on the Distribution Date following
receipt of them. The Trustee does not need to make a distribution from the
Principal Account if the balance therein is less than $1.00 per 1,000 Units
outstanding. Funds the Trustee holds in the various accounts created under the
Indenture are non-interest bearing to Unit Holders. The Trustee receives the
benefit of holding such funds which are interest bearing to it.
As of each Distribution Date the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Principal
Account, amounts necessary to pay the expenses of the Trust. (See "Expenses and
Charges.") The Trustee may also withdraw from these accounts, from time to time,
the amounts, if any, as it deems necessary to establish a reserve for any taxes
or other governmental charges payable out of the Trust. Amounts so withdrawn
shall not be considered a part of a Trust's assets for purposes of determining
the amount of distributions until such time as the Trustee shall return all or
any part of those amounts to the appropriate account. In addition, the Trustee
may withdraw from the Income Account and the Principal Account those amounts as
may be necessary to cover redemption of Units by the Trustee. (See "Rights of
Unit Holders--Redemption.")
It is anticipated that the deferred sales charge will reduce the Principal
Account and that amounts in the Principal Account will be sufficient to cover
the cost of the deferred sales charge. Distributions of amounts necessary to pay
the deferred portion of the sales charge will be made to an account maintained
by the Trustee for purposes of satisfying Unit Holders' deferred sales charge
obligations. Although the Sponsor has the right to collect the deferred sales
charge monthly, in order to keep Unit Holders as fully invested as possible, it
is anticipated that no Securities will be sold to pay the deferred sales charge
to the Sponsor until after the Termination Date set forth in the Summary of
Essential Information.
The Trustee will follow a policy that it will place Securities acquisition
or disposition transactions with a broker or dealer only if it expects to obtain
favorable prices and executions of orders. The Trustee generally makes
transactions in Securities held in the Trust in brokerage transactions, as
distinguished from principal transactions. In connection with the brokerage
transactions, the Sponsor may act as broker and receive commissions if the
Trustee expects to obtain the most favorable prices and execution. In placing
Securities transactions, the Trustee will not consider the furnishing of
statistical and research information to it by any of the securities dealers
through which the Trustee executes transactions.
TENDER OF UNITS FOR REDEMPTION
Units may be tendered to the Trustee for redemption at its unit investment
trust office at 4 New York Plaza, New York, New York 10004, upon delivery of a
request for redemption and payment of any relevant tax. No redemption fee will
be charged by the Sponsor or the Trustee. Units redeemed by the Trustee will be
cancelled.
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You must have your signature guaranteed by an officer of a national bank or
trust company or by a member firm of either the New York, Midwest or Pacific
Stock Exchanges. In certain instances the Trustee may require additional
documents such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority.
Within seven calendar days following such tender, or if the seventh
calendar day is not a business day, on the first business day prior thereto, you
will be entitled to receive in kind an amount for each Unit tendered equal to
the Redemption Price per Unit computed as of the Evaluation Time set forth in
the "Summary of Essential Information" in Part A on the date of tender (see
"Redemption--Computation of Redemption Price per Unit"). The "date of tender" is
deemed to be the day on which Units are received by the Trustee. For Units
received after the Evaluation Time, the date of tender is the next day on which
the New York Stock Exchange is open for trading, and these Units will be deemed
to have been tendered to the Trustee on that day for redemption at the
Redemption Price computed on that day.
The Trustee will redeem Units in kind. You will be able (except during a
period described below), not later than the seventh calendar day following the
tender of Units (or if the seventh calendar day is not a business day on the
first business day prior thereto), to receive in kind an amount per Unit equal
to the Redemption Price per Unit as determined as of the day of tender. In kind
distributions (the "In Kind Distribution") will take the form of whole shares of
Securities. Cash will be distributed instead of fractional shares. The cash and
the whole shares will aggregate an amount equal to the Redemption Price per
Unit.
Distributions in kind on redemption of Units shall be held by The Chase
Manhattan Bank, as Distribution Agent, whom you shall be deemed to have
designated as your agent upon purchase of a Unit, for the account of, and for
disposition in accordance with the instructions of, the Unit Holder as follows:
o The Distribution Agent shall sell the In Kind Distribution as of the
close of business on the date of tender or as soon thereafter as possible
and remit to you no later than seven days thereafter the net proceeds of
sale, after deducting brokerage commissions and transfer taxes, if any,
on the sale unless you request a distribution of the Securities as set
forth in the paragraph below. The Distribution Agent may sell the
Securities through the Sponsor, and the Sponsor may charge brokerage
commissions on those sales.
o If you request distribution in kind and tender Units with a value in
excess of $250,000, the Trustee shall sell any portion of the In Kind
Distribution represented by fractional interests in shares in accordance
with the foregoing and distribute the net cash proceeds plus any
distributable cash to you together with certificates representing whole
shares of each of the Securities comprising the In Kind Distribution. (In
a case in which you request a distribution in kind, the Trustee may,
instead of distributing Securities in kind to you, offer the Sponsor the
opportunity to acquire the tendered Units in exchange for the number of
shares of each Security and cash which you are otherwise entitled to
receive from the Trust. The federal income tax consequences to you would
be identical in either case.)
Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. In
addition, in implementing the redemption procedures described above, the Trustee
and the Distribution Agent shall make any adjustments necessary to reflect
differences between the Redemption Price of the Units and the value of the In
Kind Distribution in whole shares as of the date of tender. To the extent that
Units are redeemed, the size of the Trust will be reduced.
The right of redemption may be suspended and payment of the Redemption
Price per Unit postponed for more than seven calendar days following a tender of
Units for redemption for any period during which the New York Stock Exchange is
closed, other than for weekend or holiday closing, or trading on that Exchange
is restricted or during which (as determined by the Securities and Exchange
Commission) an emergency exists as a result of which a 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. Neither the Trustee nor
the Sponsor is liable to any person or in any way for any loss or damage that
may result from any such suspension or postponement.
PURCHASE BY THE SPONSOR OF UNITS TENDERED FOR REDEMPTION
The Indenture requires that the Trustee notify the Sponsor of any tender of
Units for redemption. So long as the Sponsor is maintaining a secondary market
for Units, the Sponsor, before the close of business on the day of tender, may
purchase any Units tendered to the Trustee for redemption by making payment for
the Units in an amount not less than the Redemption Price and not later than the
day on which the Units would otherwise have been redeemed by the Trustee, i.e.,
you will receive the Redemption Price from the Sponsor within 7 days of the date
of tender (see "Public Offering of Units--Secondary Market"). Units held by the
Sponsor may be tendered to the Trustee for redemption as any other Units. The
offering price of any Units resold by the Sponsor will be the Public Offering
Price determined in the manner provided in this Prospectus (see "Public Offering
of Units--Public Offering Price"). Any profit resulting from the resale of such
Units will belong to the Sponsor, which likewise will bear any loss
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resulting from a reduction in the offering or redemption price after its
acquisition of those Units (see "Public Offering of Units--Profit of Sponsor").
COMPUTATION OF REDEMPTION PRICE PER UNIT
The Redemption Price per Unit of the Trust is determined by the Trustee as
of the Evaluation Time on the date any such determination is made. The Trust
Evaluation per Unit is determined as of the Evaluation Time stated under
"Summary of Essential Information." The Redemption Price per Unit is your pro
rata share, determined by the Trustee, of:
o the aggregate value of the Securities in the Trust,
o cash on hand in the Trust including dividends receivable on stocks
trading ex-dividend as of the date of computation and
o any other assets of the Trust, less,
o amounts representing taxes and governmental charges payable out of the
Trust,
o liabilities of the Trust,
o the accrued but unpaid expenses of the Trust and accrued Deferred Sales
Charges and the Deferred Sales Charge balance, and
o cash held for distribution to Unit Holders of record as of the date prior
to the evaluation.
The Trustee shall determine the aggregate value of the Securities in good
faith in the following manner:
o the evaluation is generally based on the closing trade prices as of the
Evaluation Time on the New York Stock Exchange (unless the Trustee deems
these prices inappropriate as a basis for valuation) or,
o if there is no closing trade price on that exchange, at the mean between
the closing bid and asked prices. If the Securities are not so listed or,
if so listed and the principal market therefor is other than on that
exchange, the evaluation shall generally be based on the current bid
price on the over-the-counter market (unless the Trustee deems these
prices inappropriate as a basis for evaluation).
If current bid or closing prices are unavailable, the Trustee shall use any
of the following methods which the Trustee deems appropriate to value
Securities:
o on the basis of current bid prices for comparable securities,
o by appraising the value of the Securities on the bid side of the market
or by such other appraisal deemed appropriate by the Trustee,
o on the basis of the last trade price of the Security or
o by any combination of the above, each as of the Evaluation Time.
EXCHANGE OPTION
You may elect to exchange any or all of your Units of this Series of the
National Equity Trust for units of one or more of any other Series in the
Prudential Securities Incorporated family of unit investment trusts or for any
units of any additional trusts that may from time to time be made available by
the Sponsor (the "Exchange Trusts").
Such an exchange is implemented by a sale of Units and a purchase of the
units of an Exchange Trust. You may acquire these units at prices based on a
reduced sales charge per unit. The purpose of such reduced sales charge is to
permit the Sponsor to pass on to the Holder who wishes to exchange units the
cost savings resulting from such exchange. The cost savings result from
reductions in time and expense related to advice, financial planning and
operational expense required for the Exchange Option.
Each Exchange Trust has different investment objectives. You should read
the Prospectus for the applicable Exchange Trust carefully to determine the
investment objective before exercise of this option.
This option will be available provided that (1) the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and (2) units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the jurisdiction in which the Unit Holder is a resident. While the
Sponsor presently intends to maintain a secondary market for the units of
Exchange
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Trusts, there is no obligation on its part to do so. Therefore, we do not
promise that a market for units will in fact exist on any given date in which
you wish to sell or exchange Units. Thus, we do not promise that the Exchange
Option will be available to any Unit Holder. The Sponsor reserves the right to
modify, suspend or terminate this option. The Sponsor will give sixty days
notice before the date of the termination of or a material amendment to the
Exchange Option. However, the Sponsor will not have to give notice in certain
circumstances approved by the Securities and Exchange Commission. In the event
the Exchange Option is not available to you at the time you wish to exercise
such option, we will immediately notify you and we will not take any action with
respect to your tendered Units without further instruction from you.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
his desire to exchange his Units for one or more units of the Exchange Trusts.
Upon the exchange of Units of the Trust, any Deferred Sales Charge balance will
be deducted from the exchange proceeds. If units of the applicable outstanding
series of the Exchange Trust are at that time available for sale, the Unit
Holder may select the series or group of series for which he desires his Units
to be exchanged. The Unit Holder will be provided with a current prospectus or
prospectuses relating to each series in which he indicates interest.
Units of the Exchange Trust trading in the secondary market maintained by
the Sponsor, if so maintained, will be sold to the Unit Holder at a price equal
to the aggregate bid side evaluation per unit of the securities in that
portfolio and the applicable sales charge of $15 per unit of the Exchange Trust
for a trust with a 1 unit minimum purchase. The reduced sales charge for units
of any Exchange Trust acquired during the initial offering period for such units
will result in a price for such units equal to the offering side evaluation per
unit of the securities in the Exchange Trust's portfolio plus accrued interest,
if any, plus a reduced sales charge of $25 per Exchange Trust unit.
You may make exchanges in whole units only. We will return any excess
proceeds from the surrender of your Units. Alternatively, you may make up any
difference between (1) the amount representing the Units being submitted for
exchange (2) and the amount representing the units being acquired up to the next
highest number of whole units.
Unit Holders of any registered unit investment trust, other than Prudential
Securities Incorporated sponsored trusts, which was initially offered at a
minimum applicable sales charge of 3.0% of the public offering price exclusive
of any applicable sales charge discounts, may elect to apply the cash proceeds
of sale or redemption of those units directly to acquire units of any Exchange
Trust trading in the secondary market at the reduced sales charge of $20 per
Unit, subject to the terms and conditions applicable to the Exchange Option.
Units of any Exchange Trust acquired during the initial offering period for such
units may be sold at a price equal to the ask side evaluation per unit of the
securities in the Portfolio plus a reduced sales charge of $25 per unit. To
exercise this option, you should notify your retail broker. You will be given a
prospectus of each series in which you indicate interest, units of which are
available. The Sponsor reserves the right to modify, suspend or terminate the
option at any time without further notice, including the right to increase the
reduced sales charge applicable to this option (but not in excess of $5 more per
unit than the corresponding fee then charged for a unit of an Exchange Trust
which is being exchanged).
For example, assume that a Unit Holder, who has three units of a Trust with
a 4.25% sales charge and a current price of $1,000 per unit, sells his units and
exchanges the proceeds for units of a series of an Exchange Trust with a current
price of $950 per unit and an ordinary sales charge of 4.25%. The proceeds from
the Unit Holder's units will aggregate $3,300. Since only whole units of an
Exchange Trust may be purchased under the Exchange Option, the Holder would be
able to acquire four units in the Exchange Trust for a total cost of $3,860
($3,800 for units and $60 for the $15 per unit sales charge) by adding an extra
$560 in cash. Were the Unit Holder to acquire the same number of units at the
same time in the regular secondary market maintained by the Sponsor, the price
would be $3,968.68 [$3,800 for the units and $168.68 for the 4.25% sales charge
(4.439% of the net amount invested)].
FEDERAL INCOME TAX CONSEQUENCES
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange Units for units of any series of the Exchange
Trusts which are grantor trusts for U.S. federal income tax purposes, the
Internal Revenue Service may seek to disallow any loss incurred upon such
exchange to the extent that (1) the underlying securities in each Trust are
substantially identical and (2) the purchase of the units of an Exchange Trust
takes place less than thirty-one days after the sale of the Units. You are
advised to consult your own tax advisor as to the tax consequences of exchanging
Units in your particular case.
REINVESTMENT PROGRAM
You may elect to automatically reinvest the distributions with respect to
your Units in additional Units of the Trust, subject only to any remaining
portions of the Deferred Sales Charge. Reinvestment Units are not subject to the
Initial Sales Charge. A Unit Holder holding Units in "street name" may
participate in the Trust's reinvestment program by contacting his broker, dealer
or
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financial institution. You may participate in the Trust's reinvestment program
by filing with the Trustee a written notice of election. The Trustee must
receive your completed notice of election to participate in the Program at least
ten days before the Record Date applicable to any distribution in order for the
Program to be in effect as to that distribution. You may modify or revoke
elections on similar notice.
The Trustee will use such distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:
(1) The Trustee may use the distributions to purchase Units of this
Series of the Trust in the Sponsor's inventory. The purchase price payable
by the Trustee for each of such Units will be equal to the applicable Trust
evaluation per Unit on or as soon as possible after the close of business
on the Distribution Date. The Trustee will issue or credit the Units
purchased to the accounts of Unit Holders participating in the Program.
(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described
above in Part B. The Sponsor will deposit the additional Securities with
any necessary cash with the Trustee in exchange for new Units. The Trustee
may then use the distributions to purchase the new Units from the Sponsor.
The price for such new Units will be the applicable Trust evaluation per
Unit on or as soon as possible after the close of business on the
Distribution Date. See "Public Offering of Units-Public Offering Price."
The Units purchased by the Trustee will be issued or credited to the
accounts of Unit Holders who participate in the Program. The Sponsor may
terminate the Program if it does not have sufficient Units in its inventory or
if it is no longer practical to create additional Units. The cost of
administrating the reinvestment program will be borne by the Trust and thus will
be borne indirectly by all Unit Holders.
EXPENSES AND CHARGES
ORGANIZATION COSTS
You and the other unit holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:
o the cost of the preparation, printing and execution of the Indenture,
Registration Statement and other documents relating to the Trust
o Federal and State registration fees and costs
o the initial fees and expenses of the Trustee
o legal and auditing expenses.
The Sponsor will pay advertising and selling expenses at no cost to the
Trust.
TRUST FEES AND EXPENSES
The Trust fees and expenses are estimated in Part A. If the actual expenses
exceed the estimate, the actual amount will be charged to the Trust. The
Sponsor's fee (the "Supervisory Fee"), earned for portfolio supervisory
services, is based upon the largest number of Units outstanding during the life
of the Trust. The Sponsor's fee as set forth in "Summary of Essential
Information" may exceed the actual costs of providing portfolio supervisory
services for this Trust. At no time will the total amount the Sponsor receives
for portfolio supervisory services rendered to all series of the National Equity
Trust in any calendar year exceed the aggregate cost to it of supplying such
services in such year.
Under the Indenture and Agreement, for its services as Trustee and
evaluator, the Trustee receives an annual fee in the amount set forth in
"Summary of Essential Information." The Trustee's fee and the Trust expenses
accrue monthly and are payable quarterly on or before each Distribution Date
from the Income Account, to the extent funds are available, and thereafter from
the Principal Account. Such Trustee's fee may be increased without approval of
the Unit Holders in proportion to increases under the classification "All
Services Less Rent" in the Consumer Price Index published by the United States
Department of Labor but such fee will not be increased in excess of increases in
the Trustee's costs. In addition to the Trustee's fee, the Trustee receives
income to the extent that it holds funds on deposit in various accounts which
are non-interest bearing to Unit Holders created under the Indenture.
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OTHER CHARGES
The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:
o fees of the Trustee for extraordinary services
o expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated
o various governmental charges
o expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of the Unit Holders
o indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without negligence, bad
faith, willful malfeasance or willful misconduct on its part or reckless
disregard of its obligations and duties
o indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as Sponsor or Depositor under the Agreement without
gross negligence, bad faith, willful malfeasance or willful misconduct or
reckless disregard of its obligations and duties
o expenditures incurred in contacting Unit Holders upon termination of the
Trust, and
o to the extent then lawful, expenses (including legal, auditing and
printing expenses) of maintaining registration or qualification of the
Units and/or the Trust under Federal or State securities laws so long as
the Sponsor is maintaining a market for the Units.
PAYMENT
The fees and expenses set forth herein are payable out of the Trust. When
the Trustee pays them or when they are owed to the Trustee, they are secured by
a lien on the Trust. Dividends on the Securities are expected to be sufficient
to pay the estimated expenses of the Trust. If the balances in the Income and
Principal Account are insufficient to provide for amounts payable by the Trust,
the Trustee has the power to sell Securities to pay those amounts. To the extent
that the Trustee sells Securities, the size of the Trust will decline and the
proportions of the Securities may change. Such sales might be required at a time
when Securities would not otherwise be sold. These sales might result in lower
prices than might otherwise be realized. Moreover, due to the minimum lot size
in which Securities may be required to be sold, the proceeds of such sales may
exceed the amount necessary for the payment of such fees and expenses.
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ADMINISTRATION OF THE TRUST
REPORTS AND RECORDS
With each distribution, the Trustee will furnish to the Unit Holders a
statement of the amount of dividends and other receipts, if any, distributed,
expressed in each case as a dollar amount per Unit.
Within a reasonable time after the end of each calendar year, the Trustee
will furnish to each person who was a Unit Holder of record at any time during
the calendar year a statement setting forth:
1. As to the Income Account:
o dividends and other cash amounts received
o deductions for payment of applicable taxes and for fees and expenses
of the Trust and for redemptions of Units
o 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 Unit outstanding on the last
business day of such calendar year;
2. As to the Principal Account:
o the dates of disposition and identity of any Securities and the net
proceeds received therefrom
o deductions for payments of applicable taxes, for fees and expenses
of the Trust, for portions of the Deferred Sales Charge and amounts
necessary to redeem Units, and
o 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 Unit outstanding on the last
business day of such calendar year;
3. And the following information:
o a list of the Securities held as of the last business day of the
calendar year;
o the number of Units outstanding as of the last business day of such
calendar year;
o the Redemption Price Unit based on the last Evaluation made during
such calendar year; and
o the amounts actually distributed during such calendar year from the
Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on
the Record Dates for such distributions.
The accounts of the Trust may be audited not less frequently than annually
by independent certified public accountants designated by the Sponsor, and the
report of such accountants will be furnished by the Trustee to Unit Holders upon
request.
The Trustee shall keep available for inspection by Unit Holders at all
reasonable times during usual business hours, books of record and account of its
transactions as Trustee, including records of the names and addresses of Unit
Holders, a current list of Securities in the Portfolio and a copy of the
Indenture.
AMENDMENT
The Trustee and the Sponsor or their respective successors may amend the
Indenture and Agreement from time to time without the consent of any of the Unit
Holders
o to cure any ambiguity or to correct or supplement any provision contained
therein which may be defective or inconsistent with any other provision
contained therein;
o to change any provision thereof as the Securities and Exchange Commission
or any successor governmental agency exercising similar authority may
require;
o to make such other provision in regard to matters or questions arising
thereunder as shall not adversely affect the interest of the Unit
Holders.
The parties to the Indenture and Agreement may also amend that document
from time to time or they may waive the performance of any of the provisions of
the Indenture and Agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture and
Agreement or of modifying in any manner the rights of the Unit Holders, if the
express written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement is obtained. No party,
however, may amend the Indenture and Agreement, or waive any provision thereof,
so as to (1) increase the number of Units issuable in respect of the Trust above
the aggregate number specified in Part 2 of
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the Agreement or such lesser amount as may be outstanding at any time during the
term of the Indenture except as the result of the deposit of additional
Securities, as therein provided, or reduce the relative interest in the Trust of
any Unit Holder without his consent, (2) permit the deposit or acquisition
thereunder of securities or other property either in addition to or in
substitution for any of the Securities except in the manner permitted by the
Trust Indenture as in effect on the date of the first deposit of Securities or
permit the Trustee to vary the investment of Unit Holders or to empower the
Trustee to engage in business or to engage in investment activities not
specifically authorized in the Indenture as originally adopted or (3) adversely
affect the characterization of the Trust as a grantor trust for federal income
tax purposes. In the event of any amendment requiring the consent of Unit
Holders, the Trustee is obligated to promptly notify all Unit Holders of the
substance of this amendment.
TERMINATION
The Trust may be terminated at any time by the consent of the holders of
51% of the Units or by the Trustee upon the direction of the Sponsor when the
aggregate net value of all Trust assets is less than 40% of the Securities
deposited in the Trust on the Date of Deposit and subsequent thereto. However,
in no event may the Trust continue beyond the Termination Date set forth under
"Summary of Essential Information" in Part A. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit Holders.
Section 17(a) of the Investment Company Act of 1940 restricts purchases and
sales between affiliates of registered investment companies and those companies.
Pursuant to an exemptive order, each terminating Top Ten Portfolio Series can
sell securities to the next Series if those securities continue to be included
in the Top Ten by remaining among the ten highest dividend-yielding securities
in the DJIA. The exemption will enable each Series to eliminate commission costs
on these transactions. The price for those securities will be the closing sale
price on the sale date on the exchange where the securities are principally
traded, as certified and confirmed by the Trustee of each Series.
TERMINATION OPTIONS
The Trust will terminate on the Termination Date set forth in the Summary
of Essential Information, approximately two years after the Date of Deposit
(unless terminated earlier as set forth above). A Unit Holder's Units will be
redeemed in kind on the Termination Date by distribution of the Unit Holder's
pro rata share of the Securities and any cash in the Portfolio of the Trust on
that date to the Distribution Agent who will act as agent for that Unit Holder.
SECURITIES DISPOSITION OPTIONS--A Unit Holder who so elects by notifying
the Trustee prior to the Termination Date of the Trust will have the Securities
received on the Termination Date disposed of on behalf of a Unit Holder by the
Distribution Agent in accordance with one or more of the following four options
as elected by a Unit Holder:
1. to have such underlying Securities distributed in kind no later
than the business day next following the Termination Date. Unit Holders
will incur brokerage costs when selling those Securities;
2. to receive the Unit Holder's pro rata share of the cash received
by the Distribution Agent (less expenses) upon the sale by the Distribution
Agent of the underlying Securities attributable to Unit Holders electing
this option over a period not to exceed 10 business days commencing on the
Termination Date. Amounts received by the Distribution Agent over such 10
business day period representing the proceeds of the underlying Securities
sold will be held by The Chase Manhattan Bank in accounts which are
non-interest bearing to Unit Holders and which are available for use by The
Chase Manhattan Bank pursuant to normal banking procedures and will be
distributed to Unit Holders within 5 business days after the settlement of
the trade for the last Security to be sold;
3. to invest the proceeds from the sale of the underlying Securities
attributable to Unit Holders electing this option within 30 days of the
Termination Date, as received by the Distribution Agent upon the sale of
those underlying Securities over a period not to exceed 10 business days
commencing on the Termination Date, in units of a subsequent series of
National Equity Trust as designated by the Sponsor (the "New Series") if
the New Series is offered at such time. The Units of a New Series will be
purchased by the Unit Holder upon the settlement of the trade for the last
Security to be sold. Such purchaser will be entitled to a reduced sales
load upon the purchase of units of the New Series. It is expected that the
terms of the New Series will be substantially the same as the terms of the
Trust described in this Prospectus, and that similar options in a
subsequent series of the Trust will occur in each New Series of the Trust.
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 Unit
Holder's election to participate in this option will be treated as an
indication of interest only. At any time before the purchase by the Unit
Holder of units of a New Series, the Unit Holder may change his investment
strategy and receive, in cash, the proceeds of the sale of the Securities;
and
B-16
<PAGE>
4. Termination Option--In-Kind Exchange
Unitholders desiring to exchange their interests in units of a
terminating series of National Equity Trust Top Ten Portfolio Series
("Terminating Trust") for Units of the Trust ("New Trust") may do so by so
advising their account executive. Such exchange will be effected by an
in-kind redemption from the Terminating Trust and subsequent in-kind
deposit with the Trustee of the New Trust, as follows:
The number and types of securities constituting a unit of the New
Trust will be deposited on behalf of a Unitholder in connection with the
creation of a unit by the Trustee. Certain of the stocks contained in
the Terminating Trust are likely to be included in the portfolio of the
New Trust ("Duplicated Stocks"). A Unitholder in the Terminating Trust
electing to receive his interest in the Terminating Trust in-kind and
desiring to purchase units in the New Trust by an in-kind contribution
to the New Trust would direct that The Chase Manhattan Bank act as agent
(the "Agent") for a Unitholder to carry out the transactions necessary
to consummate the in-kind deposit. The Agent would be authorized to
receive the Unitholder's in-kind distribution from the Terminating Trust
and to assemble and deposit, on the Unitholder's behalf, the package of
stocks needed to make up a unit in the New Trust. Such assembly and
deposit would include an in-kind contribution to the New Trust of an
appropriate amount of the Unitholder's interest in Duplicated Stocks.
Securities distributed in-kind from the Terminating Trust not required
to make up a unit in the New Trust would be sold by the Agent with the
cash proceeds of each sale utilized by the Agent to purchase the stocks,
other than the Duplicated Stocks, necessary to constitute a unit of the
New Trust. The proceeds of those sales will be reduced and the cost of
those purchases will be increased by any applicable brokerage
commissions. If additional cash is needed to purchase stocks, that cash
would be paid to the Agent by the Unitholder. Any cash not used to make
up a unit in the New Trust would be distributed to the Unitholder.
Fractional interests received from the Terminating Trust will be sold by
the Agent with the cash proceeds of that sale used to purchase
securities for deposit in the New Trust or, if not so utilized,
distributed to the Unitholder. Upon receipt of the in-kind deposit, the
Trustee will issue the appropriate number of units in the New Trust to
the Unitholder on whose behalf the Agent acted. Units acquired pursuant
to an in-kind deposit into a New Trust by a Unitholder of a Terminating
Trust will not be subject to an Initial Sales Charge but only subject to
a Deferred Sales Charge.
The ability to purchase units of the New Trust by the deposit of
securities in-kind will also be offered to persons who were not
Unitholders in a prior Trust and any such person may contribute whole
shares in-kind to a New Trust. Such person will be required to pay the
Initial Sales Charge to the Sponsor in connection with the in-kind
purchase of units, which units will be subject to a Deferred Sales
Charge.
The receipt in-kind from the Terminating Trust and the deposit in
the New Trust of the Duplicated Stocks will not be a taxable event to a
Unitholder. (See Part B--"Tax Status of the Trust.")
Unit Holders who do not elect as set forth above will have their Units
redeemed on the Termination Date and be deemed to have elected to receive the
cash proceeds from the sale of the Unit Holder's pro rata share of the
underlying Securities (option 2).
Under each option a Unit Holder will receive the Redemption Price per Unit
(net asset value) determined as of the Evaluation Time on the Termination Date.
The Distribution Agent will sell the underlying Securities in the case of the
second and third option over a period not to exceed 10 business days commencing
on the Termination Date. The proceeds of any such sales will be reduced by any
applicable brokerage commissions. The sale arrangement is one in which The Chase
Manhattan Bank will be selling the Securities as agent for the Unit Holder and
is separate from the Trust which terminates on the Termination Date. The
proceeds of those sales may be more or less than the value of the Securities on
the Termination Date. The Sponsor, on behalf of the Distribution Agent if the
Sponsor effects those sales, or the Distribution Agent if the Sponsor does not,
will, unless prevented by unusual or 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, sell on each
business day during the 10 business day period at least a number of shares of
each Security which then remains in the Portfolio equal to the number of those
shares in the Portfolio at the beginning of that day multiplied by a fraction
the numerator of which is one and the denominator of which is the number of days
remaining in the 10 business day sales period. The proceeds of sale will not be
distributed by the Distribution Agent until the settlement of the trade upon the
sale of the last Security during the 10 business day period.
Depending on the amount of proceeds to be invested in units of the new
series and the number of other orders for units in the new series, the Sponsor
may purchase a large amount of securities for the new series in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's 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 10
business day period commencing on the Termination Date; 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 to be credited to Unit
Holders. The Sponsor believes that the sale of underlying Securities over a 10
business day period as described above is in the best interest of Unit Holders
and may
B-17
<PAGE>
mitigate the negative market price consequences stemming from the trading of
large amounts of Securities. The Sponsor, in implementing such sales of
Securities on behalf of the Distribution Agent, will seek to maximize the sales
proceeds and will act in the best interest of the Unit Holder. The proceeds of
the sale of the Securities will be in an amount equal to amounts realized upon
the sale of the Securities over the 10 business day period. There can be no
assurance, however, that any adverse price consequences of heavy trading will be
mitigated.
It should also be noted that Unit Holders will realize taxable capital
gains or losses on the liquidation of the Securities representing their Units,
but, due to the procedures for investing in the New Series, no cash would be
distributed at that time to pay any taxes.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unit Holder. The Sponsor may offer a subsequent trust but not
within a short time period subsequent to the termination of the Trust and,
consequently, such trust may not accommodate a "rollover" from the Trust. If the
Sponsor so decides, the Sponsor will notify the Trustee of that decision, and
the Trustee will notify the Unit Holders before the Termination Date. All Unit
Holders will then elect either option 1 or option 2. There can be no assurance
that any rollover or exchange from one series to another will achieve the
desired tax result. The Sponsor is not a tax advisor and each Unit Holder should
consult his, her or its tax advisor with regard to any gains or losses on the
stock in the Trust and the tax treatment thereof.
By electing to reinvest in the new series, the Unit Holder indicates his
interest in having his termination distribution from the Trust invested only in
the new series created next following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Unit Holders a
biannual opportunity to elect to "rollover" their termination distributions into
a new series. The availability of the reinvestment privilege does not constitute
a solicitation of offers to purchase units of a new series or any other
security. A Unit Holder's election to participate in the reinvestment program
will be treated as an indication of interest only. The Sponsor intends to
coordinate the date of deposit of a future series so that the terminating trust
will terminate within a few weeks of the creation of a New Trust.
The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.
RESIGNATION, REMOVAL AND LIABILITY
TRUSTEE
The Trustee is The Chase Manhattan Bank, a New York Bank with its principal
executive office located at 270 Park Avenue, New York, New York 10017 and its
unit investment trust office at 4 New York Plaza, 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. In connection with the storage and handling of
certain Securities deposited in the Trust, the Trustee may use the services of
The Depository Trust Company. These services may include safekeeping of the
Securities and coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
LIMITATIONS ON LIABILITY
The Trustee shall not be liable or responsible in any way for:
o depreciation or loss incurred by reason of the disposition of any moneys
or Securities; or
o in respect of any evaluation or for any action taken in good faith
reliance on prima facie properly executed documents.
The Trustee shall, however, be liable for willful misfeasance, bad faith or
negligence in the performance of its duties. The Trustee shall also be liable by
reason of its reckless disregard of its obligations and duties under the
Indenture and Agreement. The Trustee shall not be personally liable for any
taxes or other governmental charges imposed upon the Trust which the Trustee may
be required to pay under current or future laws of the United States or any
other taxing authority having jurisdiction.
RESPONSIBILITY
The Trustee shall not be liable for any default, failure or defect in any
Security or for any depreciation or loss by reason of any sale of Securities or
by reason of the failure of the Sponsor to give directions to the Trustee.
The Trustee may sell Securities designated by the Sponsor, or if not so
directed, in its own discretion, for the purpose of redeeming Units tendered for
redemption.
B-18
<PAGE>
Amounts received by the Trust upon the sale of any Security under the
conditions set forth below will be deposited in the Principal Account when
received and to the extent not used for the redemption of Units will be
distributable by the Trustee to Unit Holders of record on the Record Date next
prior to a Distribution Date.
For information relating to the responsibilities of the Trustee under the
Indenture, reference is also made to the material set forth under "Rights of
Unit Holders" and "Sponsor-Resignation."
RESIGNATION
By executing an instrument in writing and filing the same with the Sponsor,
the Trustee and any successor may resign. In such an event the Sponsor is
obligated to appoint a successor trustee as soon as possible. If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint a successor
as provided in the Indenture. The Sponsor may also remove the Trustee if it
determines (i) that a material deterioration in the creditworthiness of the
Trustee or (ii) one or more negligent acts on the part of the Trustee having a
materially adverse effect has occurred such that replacement of the Trustee is
in the best interest of the Unit Holders. Such resignation or removal shall
become effective upon the acceptance of appointment by the successor trustee. If
upon resignation of a 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 a trustee becomes effective only when the
successor trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee. A successor trustee has the same
rights and duties as the original trustee except to the extent, if any, that the
Indenture is modified as permitted by its terms.
SPONSOR
Prudential Securities Incorporated ("Prudential Securities") is a Delaware
corporation and is engaged in the underwriting, securities and commodities
brokerage business and is a member of the New York Stock Exchange, Inc., other
major securities exchanges and commodity exchanges and the National Association
of Securities Dealers, Inc. Prudential Securities, a wholly-owned subsidiary of
Prudential Securities Group Inc. and an indirect wholly-owned subsidiary of The
Prudential Insurance Company of America, is engaged in the investment advisory
business. Prudential Securities has acted as principal underwriter and managing
underwriter of other investment companies. In addition to participating as a
member of various selling groups or as an agent of other investment companies,
Prudential Securities executes orders on behalf of investment companies for the
purchase and sale of securities of such companies and sells securities to such
companies in its capacity as a broker or dealer in securities.
Prudential Securities is distributor for series of Prudential Government
Securities Trust, The Blackrock Government Income Trust, Command Government
Fund, Command Money Fund, Command Tax-Free Fund, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc., Prudential Allocation Fund, Prudential California
Municipal Fund, Prudential Distressed Securities Fund, Inc., Prudential
Diversified Bond Fund, Inc., Prudential Dryden Fund, Prudential Emerging Growth
Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Europe Growth Fund, Inc., Prudential Global Genesis Fund, Inc., The
Global Government Plus Fund, Inc., Prudential Global Limited Maturity Fund,
Inc., Prudential Global Natural Resources Fund, Inc., The Global Total Return
Fund, Inc., Prudential Government Income Fund, Prudential High Yield Fund, Inc.,
Prudential Institutional Liquidity Portfolio, Inc., Prudential Intermediate
Global Income Fund, Inc., Prudential Jennison Series Fund, Inc., Prudential
MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc., Prudential
MultiSector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal
Series Fund, Prudential National Municipals Fund, Inc., Prudential Pacific
Growth Fund, Inc., Prudential Small Companies Fund, Inc., Prudential Special
Money Market Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential
Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc., and Prudential World
Fund, Inc.
LIMITATIONS ON LIABILITY
The Sponsor is liable for the performance of its obligations arising from
its responsibilities under the Indenture. The Sponsor shall be under no
liability to the Trust or to Unit Holders for taking any action or for
refraining from any action in good faith or for errors in judgment. Likewise,
the Sponsor shall not be liable or responsible in any way for any default,
failure or defect in any Security or for depreciation or loss incurred by reason
of the disposition of any Security. The Sponsor will, however, be liable for
(1) its own willful misfeasance, (2) willful misconduct, (3) bad faith, (4)
gross negligence or (5) reckless disregard of its duties and obligations under
the Agreement.
B-19
<PAGE>
RESPONSIBILITY
The Trust is not a managed registered investment company. Securities will
not be sold by the Trustee to take advantage of ordinary market fluctuations.
Although the Sponsor and Trustee do not presently intend to dispose of
Securities, the Indenture permits the Sponsor to direct the Trustee to dispose
of any Security upon the happening of certain events, including, without
limitation, default under certain documents or other occurrences, including
legal actions which might adversely affect future declaration and payment of
dividends, institution of certain legal proceedings, and a decline in market
price to such an extent, or such other adverse market or credit factor, as in
the opinion of the Sponsor would make retention of a Security detrimental to the
Trust and to the interests of the Unit Holders or if required to pay the
Deferred Sales Charge. The Sponsor may instruct the Trustee to tender a Security
for cash or sell the Security on the open market when in its opinion it is in
the best interest of the Unit Holders to do so in the event of a public tender
offer or merger or acquisition announcement.
The Sponsor and/or an affiliate thereof intend to continuously monitor
developments affecting the Securities in the Trust in order to determine whether
the Trustee should be directed to dispose of any such Securities.
It is the responsibility of the Sponsor 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, except that the Sponsor may instruct the Trustee to accept such
an offer or to take any other action with respect thereto as the Sponsor may
deem proper if the issuer failed to declare or pay or the Sponsor anticipates
such issuer will fail to pay or declare anticipated dividends with respect
thereto. If the Trust receives the securities of another issuer as the result of
a merger or reorganization of, or a spin-off, or split-up by the issuer of a
Security included in the original Portfolio, the Trust may under certain
circumstances hold those securities as if they were one of the Securities
initially deposited and adjust the proportionate relationship accordingly for
all future subsequent deposits.
Any securities so received in exchange or substitution will be held by the
Trustee subject to the terms and conditions of the Indenture to the same extent
as Securities originally deposited thereunder. Within five days after the
deposit of securities in exchange or substitution for any of the underlying
Securities, the Trustee is required to give notice thereof to each Unit Holder,
identifying the Securities eliminated and the Securities substituted therefor.
Except as otherwise set forth in the Prospectus, the acquisition by the Trust of
any securities other than the Securities initially deposited is prohibited.
The proceeds resulting from the disposition of any Security in the Trust
will be distributed as set forth under "Rights of Unit Holders--Distributions"
to the extent such proceeds are not utilized for the purpose of redeeming Units
or paying Trust expenses.
RESIGNATION
If at any time the Sponsor shall resign under the Indenture or shall fail
to perform or be incapable of performing its duties thereunder or shall become
bankrupt or its affairs are taken over by public authorities, the Indenture
directs the Trustee to either (1) appoint a successor Sponsor or Sponsors at
rates of compensation deemed reasonable by the Trustee not exceeding amounts
prescribed by the Securities and Exchange Commission, (2) act as Sponsor itself
without terminating the Trust or (3) terminate the Trust. The Trustee will
promptly notify Unit Holders of any such action.
LEGAL OPINIONS
Certain legal matters in connection with the Units offered hereby have been
passed upon by Messrs. Cahill Gordon & Reindel, a partnership including a
professional corporation, 80 Pine Street, New York, New York 10005, as special
counsel for the Sponsor.
INDEPENDENT AUDITORS
The financial statement included in this Prospectus has been audited by
Deloitte & Touche LLP, certified public accountants, as stated in their report
appearing herein, and is included in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
B-20
<PAGE>
- --------------------------------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO REPRESENT TO YOU OR PROVIDE TO YOU INFORMATION
THAT IS DIFFERENT. 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.
- --------------------------------------------------------------------------------
------------------------------------------------------
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
[LOGO]
------------------------------------------------------
SPONSOR
PRUDENTIAL SECURITIES INCORPORATED
ONE SEAPORT PLAZA
199 WATER STREET
NEW YORK, NEW YORK 10292
TRUSTEE
THE CHASE MANHATTAN BANK
270 PARK AVENUE
NEW YORK, NEW YORK 10017
This Prospectus does not contain complete
information about the investment company filed
with the Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no. 333-85935) and
o Investment Company Act of 1940 (file
no. 811-5046).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
- --------------------------------------------------------------------------------
UTS213 11/99
<PAGE>
PART II.
ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
ITEM A-BONDING ARRANGEMENTS
The employees of Prudential Securities Incorporated are covered under
Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount of
$62,500,000.
ITEM B-CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The cross-reference sheet.
The Prospectus.
Signatures.
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5).
*Deloitte & Touche LLP.
The following Exhibits:
<TABLE>
<S> <C>
***Ex- 3.(i) -- Certificate of Incorporation of Prudential Securities
Incorporated dated March 29, 1993.
******Ex- 3.(ii) -- Revised By-Laws of Prudential Securities Incorporated as
amended through September 28, 1998.
*****Ex- 4.a -- Trust Indenture and Agreement dated April 25, 1995.
*Ex- 4.b -- Reference Trust Agreement dated November 3, 1999.
*Ex- 5 -- Opinion of counsel as to the legality of the securities
being registered.
****Ex-24 -- Powers of Attorney executed by a majority of the Board of
Directors of Prudential Securities Incorporated.
**Ex-99.1 -- Information as to Officers and Directors of Prudential
Securities Incorporated is incorporated by reference to
Schedules A and D of Form BD filed by Prudential Securities
Incorporated, pursuant to Rules 15b1-1 and 15b3-1 under the
Securities Exchange Act of 1934 (1934 Act File
No. 8-16267).
**Ex-99.2 -- Affiliations of Sponsor with other investment companies.
**Ex-99.3 -- Broker's Blanket Policies, Standard Form No. 14 in the
aggregate amount of $62,500,000.
*****Ex-99.4 -- Distribution Agency Agreement among Prudential Securities
Incorporated, as Depositor, United States Trust Company of
New York, as Trustee, and United States Trust Company of New
York, as Distribution Agent.
+Ex-99.5 -- Amendment to Distribution Agency Agreement among Prudential
Securities Incorporated, as Depositor, The Chase Manhattan
Bank, as Trustee, and The Chase Manhattan Bank, as
Distribution Agent.
++Ex-99.6 -- Amendment to Distribution Agency Agreement dated
September 23, 1996 among Prudential Securities Incorporated,
as Depositor, The Chase Manhattan Bank, as Trustee, and The
Chase Manhattan Bank, as Distribution Agent included as part
of the Reference Trust Agreement filed as Exhibit 4.b to
National Equity Trust Top Ten Portfolio Series 1.
</TABLE>
- ------------------
* Filed herewith.
** Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Prudential Unit Trusts,
Insured Tax-Exempt Series 1, Registration No. 2-89263.
*** Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Government Securities
Equity Trust Series 5, Registration No. 33-57992.
**** Incorporated by reference to exhibits of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust
Series 172, Registration No. 33-54681, National Equity Trust, Top Ten
Portfolio Series 3, Registration No. 333-15919, and National Equity
Trust, Low Five Portfolio Series 17, Registration No. 333-44543.
(Footnotes continued on next page)
II-1
<PAGE>
(Footnotes continued from previous page)
***** Incorporated by reference to exhibits of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Equity Trust, Low
Five Portfolio Series 1, Registration No. 33-55475.
****** Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust
Series 186, Registration No. 33-54697 and National Equity Trust, S&P 500
Strategy Trust Series 2, Registration No. 333-39521.
+ Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Equity Trust Low
Five Portfolio Series 6, Registration No. 333-01889.
++ Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Equity Trust Top
Ten Portfolio Series 1, Registration No. 333-02753.
II-2
<PAGE>
SIGNATURES
The registrant, National Equity Trust, Top Ten Portfolio Series 210 hereby
identifies Series 23 of the Low Five Portfolio Series and Series 1 of the Top
Ten Series for purposes of the representations required by rule 487 and
represents the following:
(1) That portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not
differ materially in type or quality from those deposited in such previous
series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those
contained in the registration statements for such previous series as to
which the effective dates were determined by the Commission or the staff;
and
(3) That it has complied with rule 460 under the Securities Act of
1933.
Pursuant to the requirements of the Securities Act of 1933, the registrant,
National Equity Trust, Top Ten Portfolio Series 210, has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New York, and State of New York on November 3,
1999.
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By: /s/ KENNETH SWANKIE
---------------------------
Kenneth Swankie
Senior Vice President
By the following persons,* who constitute a majority of the
Board of Directors of Prudential Securities Incorporated
A. Laurence Norton, Jr.
Leland B. Paton
Martin Pfinsgraff
Vincent T. Pica II
James D. Price
Hardwick Simmons
Lee B. Spencer, Jr.
By: /s/ KENNETH SWANKIE
----------------------------
Kenneth Swankie
Senior Vice President
Manager-Unit Investment Trust Department,
As Authorized Signatory for Prudential Securities
Incorporated and Attorney-in-Fact for the persons
listed above
- ------------------
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of its name in the Prospectus included in
this Registration Statement is contained in its opinion filed as Exhibit 5 to
this Registration Statement.
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Amendment No. 1 to Registration Statement
No. 333-85935 on Form S-6 of our report dated November 3, 1999, appearing in the
Prospectus, which is part of this Registration Statement for the National Equity
Trust Top Ten Portfolio Series 210. We consent to the reference to our Firm as
experts under the heading "Independent Auditors" in the Prospectus which is a
part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
November 3, 1999
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT INDEX PAGE
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<S> <C> <C>
***Ex- 3.(i) -- Certificate of Incorporation of Prudential Securities Incorporated dated
March 29, 1993.
******Ex- 3.(ii) -- Revised By-Laws of Prudential Securities Incorporated as amended through September 28,
1998.
*****Ex- 4.a -- Trust Indenture and Agreement dated April 25, 1995.
*Ex- 4.b -- Reference Trust Agreement dated November 3, 1999.
*Ex- 5 -- Opinion of counsel as to the legality of the securities being registered.
****Ex-24 -- Powers of Attorney executed by a majority of the Board of Directors of Prudential
Securities Incorporated.
**Ex-99.1 -- Information as to Officers and Directors of Prudential Securities Incorporated is
incorporated by reference to Schedules A and D of Form BD filed by Prudential
Securities Incorporated, pursuant to Rules 15b1-1 and 15b3-1 under the Securities
Exchange Act of 1934 (1934 Act File No. 8-16267).
**Ex-99.2 -- Affiliations of Sponsor with other investment companies.
**Ex-99.3 -- Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount of $62,500,000.
*****Ex-99.4 -- Distribution Agency Agreement among Prudential Securities Incorporated, as Depositor,
United States Trust Company of New York, as Trustee, and United States Trust Company of
New York, as Distribution Agent.
+Ex-99.5 -- Amendment to Distribution Agency Agreement among Prudential Securities Incorporated, as
Depositor, The Chase Manhattan Bank, as Trustee, and The Chase Manhattan Bank, as
Distribution Agent.
++Ex-99.6 -- Amendment to Distribution Agency Agreement dated September 23, 1996 among Prudential
Securities Incorporated, as Depositor, The Chase Manhattan Bank, as Trustee, and The
Chase Manhattan Bank, as Distribution Agent included as part of the Reference Trust
Agreement filed as Exhibit 4.b to National Equity Trust Top Ten Portfolio Series 1.
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* Filed herewith.
** Incorporated by reference to exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of Prudential
Unit Trusts, Insured Tax-Exempt Series 1, Registration No. 2-89263.
*** Incorporated by reference to exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of Government
Securities Equity Trust Series 5, Registration No. 33-57992.
**** Incorporated by reference to exhibits of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of National
Municipal Trust Series 172, Registration No. 33-54681, National Equity Trust, Top Ten Portfolio
Series 3, Registration No. 333-15919, and National Equity Trust, Low Five Portfolio Series 17,
Registration No. 333-44543.
***** Incorporated by reference to exhibits of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of National
Equity Trust, Low Five Portfolio Series 1, Registration No. 33-55475.
</TABLE>
(Footnotes continued on next page)
<PAGE>
(Footnotes continued from previous page)
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****** Incorporated by reference to exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of National
Municipal Trust Series 186, Registration No. 33-54697 and National Equity Trust, S&P 500 Strategy Trust
Series 2, Registration No. 333-39521.
+ Incorporated by reference to exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of National
Equity Trust Low Five Portfolio Series 6, Registration No. 333-01889.
++ Incorporated by reference to exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement under the Securities Act of 1933 of National
Equity Trust Top Ten Portfolio Series 1, Registration No. 333-02753.
</TABLE>
<PAGE>
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 210
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated November 3, 1999 among Prudential
Securities Incorporated, as Depositor and The Chase Manhattan Bank, as
Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "National Equity Trust Low Five
Portfolio Series, Trust Indenture and Agreement" (the "Basic Agreement") dated
April 25, 1995. Such provisions as are set forth in full herein and such
provisions as are incorporated by reference constitute a single instrument
(the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
Part I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement 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 Basic Agreement is hereby amended in the following
manner:
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A. Article I, entitled "Definitions", paragraph 22, shall be amended as
follows:
"Trustee shall mean The Chase Manhattan Bank or any successor trustee
appointed as hereinafter provided."
B. Article II, entitled "Deposit of Securities; Acceptance of Trust", shall
be amended as follows:
The second sentence of Section 2.03 Issue of Units shall be amended by
deleting the words "on any day on which the Depositor is the only Unit
Holder."
C. Article III, entitled "Administration of Trust", shall be amended as
follows:
(i) Section 3.01 Initial Costs shall be amended to substitute the
following language:
Section 3.01. Initial Cost The costs of organizing the Trust and
sale of the Trust Units shall, to the extent of the expenses
reimbursable to the Depositor provided below, be borne by the Unit
Holders, provided, however, that, to the extent all of such costs
are not borne by Unit Holders, the amount of such costs not borne by
Unit Holders shall be borne by the Depositor and, provided further,
however, that the liability on the part of the Depositor under this
section shall not include any fees or other expenses incurred in
connection with the administration of the Trust subsequent to the
deposit referred to in Section 2.01. Upon notification from the
Depositor that the primary offering period is concluded, the Trustee
shall withdraw from the Account or Accounts specified in the
Prospectus or, if no Account is therein specified, from the
Principal Account, and pay to the Depositor the Depositor's
reimbursable expenses of organizing the Trust and sale of the Trust
Units in an amount certified to the Trustee by the Depositor. If the
balance of the Principal Account is insufficient to make such
withdrawal, the Trustee shall, as directed by the Depositor, sell
Securities identified by the
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Depositor, or distribute to the Depositor Securities having a value,
as determined under Section 4.01 as of the date of distribution,
sufficient for such reimbursement. The reimbursement provided for in
this section shall be for the account of the Unitholders of record
at the conclusion of the primary offering period and shall not be
reflected in the computation of the Unit Value prior thereto. As
used herein, the Depositor's reimbursable expenses of organizing the
Trust and sale of the Trust Units shall include the cost of the
initial preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the indenture,
and other documents relating to the Trust, SEC and state blue sky
registration fees, the cost of the initial valuation of the
portfolio and audit of the Trust, the initial fees and expenses of
the Trustee, and legal and other out-of-pocket expenses related
thereto, but not including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other advertising
materials and any other selling expenses. Any cash which the
Depositor has identified as to be used for reimbursement of expenses
pursuant to this Section shall be reserved by the Trustee for such
purpose and shall not be subject to distribution or, unless the
Depositor otherwise directs, used for payment of redemptions in
excess of the per-Unit amount allocable to Units tendered for
redemption. As directed by the Depositor, the Trustee will advance
funds to the Trust in an amount necessary to reimburse the Depositor
pursuant to this Section and shall recover such advance from the
sale or sales of Securities at such time as the Depositor shall
direct, but in no event later than the termination of the Trust.
Repayment of any such advance shall be secured by a lien on the
assets of the Trust prior to the interest of the Unit Holders as
provided in Section 6.04.
(ii) The third paragraph of Section 3.05 Distribution shall be amended to
add the following sentence at the end thereof:
"The Trustee shall make a special distribution of the cash balance
in the Income and Principal accounts available for such
distribution to Unit
<PAGE>
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Holders of record on such dates as the Depositor shall direct."
(iii) The second to the last paragraph of Section 3.08 Sale of Securities
shall be amended to replace the word "equal" with the following
phrase: "be sufficient to pay."
D. Reference to United States Trust Company of New York in its capacity as
Trustee is replaced by the Chase Manhattan Bank throughout the Basic
Agreement.
Part II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated National Equity Trust, Top Ten Portfolio
Series 210.
B. The Units of the Trust shall be subject to a deferred sales charge.
C. The contracts for the purchase of common stock listed in Schedule A
hereto are those which, subject to the terms of this Indenture, have been or are
to be deposited in Trust under this Indenture as of the date hereof.
D. The term "Depositor" shall mean Prudential Securities Incorporated.
E. The aggregate number of Units referred to in Sections 2.03 and 9.01
of the Basic Agreement is 250,000 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to 1/250,000th
of the Trust.
G. The term "First Settlement Date" shall mean November 9, 1999.
H. The terms "Computation Day" and "Record Date" shall mean quarterly on
the tenth day of January, April, July and October commencing January 10,
2000.
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I. The term "Distribution Date" shall mean quarterly on the twenty-fifth
day of January, April, July and October commencing January 25, 2000 or as
soon thereafter as possible.
J. The term "Termination Date" shall mean November 6, 2001.
K. The Trustee's Annual Fee shall be $.95 (per 1,000 Units) for
100,000,000 and above units outstanding; $1.01 (per 1,000 Units) for
50,000,000 - 99,999,999 units outstanding; $1.05 (per 1,000 Units) for
49,999,999 and below units outstanding. In calculating the Trustee's annual fee,
the fee applicable to the number of units outstanding shall apply to all units
outstanding.
L. The Depositor's Portfolio supervisory service fee shall be $.09 per
1,000 Units.
[Signatures and acknowledgments on separate pages]
<PAGE>
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The Schedule of Portfolio Securities in Part A of the prospectus
included in this Registration Statement for National Equity Trust, Top Ten
Portfolio Series 210 is hereby incorporated by reference herein as
Schedule A hereto.
<PAGE>
[Letterhead of Cahill Gordon & Reindel]
November 3, 1999
Prudential Securities Incorporated
One Seaport Plaza
New York, New York 10292
Re: National Equity Trust,
Top Ten Portfolio Series 210
Gentlemen:
We have acted as special counsel for you as Depositor of the
National Equity Trust, Top Ten Portfolio Series 210 (the "Trust"), in connection
with the issuance under the Trust Indenture and Agreement, dated April 25, 1995,
and related Reference Trust Agreement, dated November 3, 1999 (such Trust
Indenture and Agreement and Reference Trust Agreement collectively referred to
as the "Indenture"), among you, as Depositor and The Chase Manhattan Bank, as
Trustee, of units of fractional undivided interest in said Trust (the "Units")
comprising the Units of National Equity Trust, Top Ten Portfolio Series 210. In
rendering our opinion expressed below, we have relied in part upon the opinions
and representations of your officers and upon opinions of counsel to Prudential
Securities Incorporated.
<PAGE>
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Based upon the foregoing, we advise you that, in our opinion, when
the Indenture has been duly executed and delivered on behalf of the Depositor
and the Trustee and when the Receipt For Units evidencing the Units has been
duly executed and delivered by the Trustee to the Depositor in accordance with
the Indenture, the Units will be legally issued, fully paid and nonassessable by
the Trust, and will constitute valid and binding obligations of the Trust and
the Depositor in accordance with their terms, except that enforceability of
certain provisions thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors generally
and by general equitable principles.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-85935) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and the related Prospectus. Our consent to such reference
does not constitute a consent under Section 7 of the Securities Act, as in
consenting to such reference we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under said Section 7 or under the rules and regulations of
the Commission thereunder.
Very truly yours,
Cahill Gordon & Reindel
