<PAGE>
File No.
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Form S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust: Nuveen Unit Trusts, Series 77
B. Name of Depositor: John Nuveen & Co. Incorporated
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
John Nuveen & Co. Incorporated
Attention: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606
Chapman and Cutler
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
- ----
: : immediately upon filing pursuant to paragraph (b)
- ----
: : on (date) pursuant to paragraph (b)
- ----
: : 60 days after filing pursuant to paragraph (a)
- ----
: : on (date) pursuant to paragraph (a) of rule 485 or 486
- ----
E. Title of securities being registered: Units of fractional undivided
beneficial interest.
F. Approximate date of proposed sale to the public: As soon as practicable
after the effective date of the Registration Statement.
- ----
: : Check box if it is proposed that this filing will become effective on
- ---- (date) at 1:30 P.M. pursuant to Rule 487.
<PAGE>
Preliminary Prospectus
Dated January 13, 2000
Subject to Change
[NUVEEN LOGO]
Defined Portfolios
Nuveen Unit Trusts, Series 77
Nuveen Two-Year Sector Portfolio
Nuveen Biotechnology Two-Year Sector Portfolio, January 2000
Nuveen Five-Year Sector Portfolio
Nuveen Biotechnology Five-Year Sector Portfolio, January 2000
Prospectus Part A dated January , 2000
.Portfolios Seek Capital Appreciation
.Reinvestment Option
.Letter of Intent Available
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Secu-
rities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
SCT-01-00-P
<PAGE>
<TABLE>
<S> <C> <C> <C>
Nuveen Unit Trusts, Series 77 CUSIP Nos:
Dividend in
Cash Reinvested Wrap
Nuveen Biotechnology Two-Year Sector Portfolio, January 2000 67067 67067 67067
Nuveen Biotechnology Five-Year Sector Portfolio, January 2000 67067L490 67067L508 67067L516
</TABLE>
Overview
Nuveen Unit Trusts, Series 77 in-
cludes the separate unit investment
trusts listed above. Each Portfolio
seeks to provide capital apprecia-
tion by investing in the securities
of companies in its industry sector.
John Nuveen & Co. Incorporated
("Nuveen") serves as the Sponsor of
the Portfolios.
Contents
2 Overview
3 NUVEEN BIOTECHNOLOGY TWO-YEAR
SECTOR PORTFOLIO, JANUARY 2000
8 NUVEEN BIOTECHNOLOGY FIVE-YEAR
SECTOR PORTFOLIO, JANUARY 2000
12 Biotechnology Securities
Descriptions
60 How to Buy and Sell Units
60 Investing in the Portfolios
60 Sales or Redemptions
61 Risk Factors
63 Distributions
63 Income Distributions
63 Capital Distributions
63 General Information
63 Termination
63 The Sponsor
63 Optional Features
63 Letter of Intent
63 Reinvestment
63 Nuveen Mutual Funds
64 Notes to Portfolios
65 Statements of Condition
67 Report of Independent Public
Accountants
For the Table of Contents of Part
B, see Part B of the Prospectus.
- ---------
Units are not deposits or obligations of, or guaranteed by any bank. Units are
not FDIC insured and involve investment risk, including the possible loss of
principal.
---
2
<PAGE>
Nuveen Biotechnology Two-Year Sector Portfolio, January 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of biotechnology companies. The Portfolio
is diversified across the biotechnology sector including bio-medical/genetics,
medical drugs, scientific instruments and therapeutics. The Sponsor selects
stocks within the sector that it believes have the potential for capital appre-
ciation.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to rein-
vest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the biotechnology sector;
. analyzes which subsectors may benefit from the predicted growth of biotech-
nology companies; and
. selects the most attractive companies within each subsector by examining:
--products and/or services offered by the companies;
--the competitive environment;
--management expertise;
--strategic alliances;
--financing; and
--a fundamental and technical equity valuation assessment.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
Biotechnology involves the application of genetic engineering and DNA technol-
ogy to produce medical therapies, diagnostic products and processes. Biotech-
nology incorporates a variety of processes and tools that manipulate the DNA of
living organisms to produce drugs, proteins, vaccines and modified agricultural
products.
The U.S. biotechnology industry has grown considerably since its beginnings in
the early 1970's. From a base level of zero, the industry has now successfully
commercialized more than 100 new drugs and vaccines. Additionally, the pace of
introduction has been accelerating in recent years. The Sponsor believes that a
number of recent developments, including the following, have combined to sus-
tain demand and promote growth in these industries:
. Rapid growth in the middle-aged and elderly populations is a key driver of
growth in the biotech-medical market. Together these groups account for
close to two-thirds of drug prescriptions.
. Like the pharmaceutical business, the biotechnology industry has histori-
cally been less susceptible than other industries to economic cycles. In the
U.S. market, annual growth in demand for drug products has remained fairly
constant.
. New methodologies have revolutionized the drug discovery process in recent
years. These methods are fueling industry-wide growth by increasing research
productivity and innovation, creating a multitude of new drug opportunities.
. Biotechnology companies are benefiting materially from a more industry-
friendly FDA that is expeditiously reviewing new products and streamlining
overall regulatory processes.
Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
---
3
<PAGE>
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the biotechnology industry. Adverse devel-
opments in this industry may affect the value of your Units. Companies in-
volved in the biotechnology industry must contend with intense competition,
changing regulations, product obsolescence, termination of patent
protections, and the additional risk that medical products, despite the cap-
ital invested, may never reach the retail sector.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
. The Portfolio may contain small capitalization companies that have recently
begun operations. Small cap companies present risks beyond those of large
cap companies.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own biotechnology stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy that includes the
investment in subsequent portfolios, if available.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent
of Public Amount per
Offering $1,000
Price Invested(1)
--------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge(2)................................... 1.00% $10.00
1st Year Deferred Sales Charge(3)......................... 1.75% $17.50
2nd Year Deferred Sales Charge(3)......................... 1.75% $17.50
----- ------
Total Maximum Sales Charge................................ 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate
Amount per Unit % of Public
(based on $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Other Operating Expenses(4)......................... $0.00175 0.0175%
-------- -------
Total............................................... $0.02025 0.2025%
Maximum Organization Costs(5)....................... $ 0.0225 0.225%
</TABLE>
- ---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The annual deferred sales charge is a fixed dollar amount of $0.175 per
Unit. The percentage provided is based on a $10 Unit as of the Initial
Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
---
4
<PAGE>
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The annual de-
ferred sales charges are $0.175 per Unit and are deducted monthly in install-
ments of $0.0350 per Unit on the last business day of the month from
through and through .
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
First Second
Year Year Total
Upfront Deferred Deferred Maximum
Sales Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge Charge
- ---------------------------------------- --------- -------- -------- -------
<S> <C> <C> <C> <C>
Less than 5,000......................... 1.00% $0.175 $0.175 4.50%
5,000 to 9,999.......................... 0.75% $0.175 $0.175 4.25%
10,000 to 24,999........................ 0.50% $0.175 $0.175 4.00%
25,000 to 49,999........................ 0.25% $0.175 $0.175 3.75%
50,000 to 99,999........................ 0.00% $0.175 $0.175 3.50%
100,000 or more......................... 0.00% $0.175(3) $0.175(3) 2.75%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra Units
at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit. The sec-
ondary market sales charges for the Portfolio are the same as primary market
charges provided above.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- ------- --------- ---------
$317.32 $748.03 $1,204.23 $2,451.63
</TABLE>
While the Portfolio has a term of approximately 24 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.2% for primary and secondary mar-
ket non-break-point purchases of Units to dealer firms in connection with the
sale of Units in a given transaction. For primary market purchase, dealers re-
ceive an additional concession of $0.12 per Unit for Units held on or after
the Second Year Commencement Date, . For secondary market purchases, to
receive the additional $0.12 per Unit concession, the Units must be sold prior
to the Second Year Commencement Date and held on or after that date.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
<TABLE>
<CAPTION>
Additional Approximate
Concession Total %
for Units Discount per
held on or Unit for
after Units held
Second Year on or after
% Commencement Second Year
Discount Date per Commencement
Number of Units(1) per Unit Unit Date(2)
- --------------------------------------------- -------- ------------ ------------
<S> <C> <C> <C>
Less than 5,000.............................. 2.20% $0.12 3.40%
5,000 to 9,999............................... 2.00 0.12 3.20
10,000 to 24,999............................. 1.75 0.12 2.95
25,000 to 49,999............................. 1.50 0.12 2.70
50,000 to 99,999............................. 1.25 0.12 2.45
100,000 or more.............................. 0.50 0.12 1.70
Rollover Purchases (per Unit)................ $0.12 0.12 2.40
Wrap Account Purchases....................... 0.00 0.00 0.00
</TABLE>
---
5
<PAGE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis which
is more favorable to the purchaser and may result in a reduction in the conces-
sion per Unit.
(2) The Approximate Total Discount percentages are based on the Unit price on
the Initial Date of Deposit. The percentage amount will vary as the Unit price
varies.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concession and volume incentives.
---
6
<PAGE>
- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, January , 2000)
Nuveen Biotechnology Two-Year Sector Portfolio, January 2000
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--- ----- -------
100%
=== ===== =======
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
7
<PAGE>
Nuveen Biotechnology Five-Year Sector Portfolio, January 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of biotechnology companies. The Portfolio
is diversified across the biotechnology sector including bio-medical/genetics,
medical drugs, scientific instruments and therapeutics. The Sponsor selects
stocks within the sector that it believes have the potential for capital ap-
preciation.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the biotechnology sector;
. analyzes which subsectors may benefit from the predicted growth of e-Busi-
ness companies; and
. selects the most attractive companies within each subsector by examining:
--products and/or services offered by the companies;
--the competitive environment;
--management expertise;
--strategic alliances;
--financing; and
--a fundamental and technical equity valuation assessment.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
Biotechnology involves the application of genetic engineering and DNA technol-
ogy to produce medical therapies, diagnostic products and processes. Biotech-
nology incorporates a variety of processes and tools that manipulate the DNA
of living organisms to produce drugs, proteins, vaccines and modified agricul-
tural products.
The U.S. biotechnology industry has grown considerably since its beginnings in
the early 1970's. From a base level of zero, the industry has now successfully
commercialized more than 100 new drugs and vaccines. Additionally, the pace of
introduction has been accelerating in recent years. The Sponsor believes that
a number of recent developments, including the following, have combined to
sustain demand and promote growth in these industries:
. Rapid growth in the middle-aged and elderly populations is a key driver of
growth in the biotech-medical market. Together these groups account for
close to two-thirds of drug prescriptions.
. Like the pharmaceutical business, the biotechnology industry has histori-
cally been less susceptible than other industries to economic cycles. In the
U.S. market, annual growth in demand for drug products has remained fairly
constant.
. New methodologies have revolutionized the drug discovery process in recent
years. These methods are fueling industry-wide growth by increasing research
productivity and innovation, creating a multitude of new drug opportunities.
. Biotechnology companies are benefiting materially from a more industry-
friendly FDA that is expeditiously reviewing new products and streamlining
overall regulatory processes.
Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
---
8
<PAGE>
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the biotechnology industry. Adverse devel-
opments in this industry may affect the value of your Units. Companies in-
volved in the biotechnology industry must contend with intense competition,
changing regulations, product obsolescence, termination of patent
protections, and the additional risk that medical products, despite the cap-
ital invested, may never reach the retail sector.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
. The Portfolio may contain small capitalization companies that have recently
begun operations. Small cap companies present risks beyond those of large
cap companies.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own biotechnology stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge(2)............................. 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales Charge.......................... 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- -------------
<S> <C> <C>
Trustee's Fee..................................... $0.00950 0.095%
Sponsor's Supervisory Fee......................... $0.00350 0.035%
Bookkeeping and Administrative Fees............... $0.00250 0.025%
Evaluator's Fee................................... $0.00300 0.030%
Other Operating Expenses(4)....................... $0.00175 0.0175%
-------- -------
Total............................................. $0.02025 0.2025%
Maximum Organization Costs(5)..................... $ 0.0225 0.225%
</TABLE>
- ---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The deferred sales charge is a fixed dollar amount of $0.35 per Unit. The
percentage provided is based on a $10 Unit as of the Initial Date of De-
posit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The deferred
sales charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from through .
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
-------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000................................... 1.00% $0.35 4.50%
5,000 to 9,999.................................... 0.75% $0.35 4.25%
10,000 to 24,999.................................. 0.50% $0.35 4.00%
25,000 to 49,999.................................. 0.00% $0.35 3.50%
50,000 to 99,999.................................. 0.00% $0.35(3) 2.50%
100,000 or more................................... 0.00% $0.35(3) 1.50%
</TABLE>
---
9
<PAGE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units
to $50,000, 10,000 Units to $100,000, etc., and will be applied on that
basis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront Sales Charge will vary as
the Unit price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra
Units at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years Life of Portfolio
------- ------- -----------------
$488.82 $530.32 $ 575.89
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 3.50% for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
<TABLE>
<CAPTION>
%
Concession
Number of Units* per Unit
- ---------------- ----------
<S> <C>
Less than 5,000...................................................... 3.50%
5,000 to 9,999....................................................... 3.25
10,000 to 24,999..................................................... 3.00
25,000 to 49,999..................................................... 2.50
50,000 to 99,999..................................................... 1.50
100,000 or more...................................................... 0.75
Rollover Purchases (per Unit)........................................ $0.25
Wrap Account Purchases............................................... 0.00
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.
See "Distributions of Units to the Public" in Part B of the Propsectus for ad-
ditional infomation on dealer concessions, volume incentives and secondary
market concessions.
---
10
<PAGE>
- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, January , 2000)
Nuveen Biotechnology Five-Year Sector Portfolio, January 2000
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$
----- ------- --------
===== ======= ========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
11
<PAGE>
Biotechnology
Securities Descriptions
The stocks of the following companies are included in the Portfolios:
[TO COME]
---
12
<PAGE>
How to Buy and Sell Units
Investing in the Portfolios
The minimum investment is normally $1,000 or 100 Units, whichever is less.
However, for IRA purchases the minimum investment is $500 or the nearest whole
number of Units whose value is less than $500.
You can buy Units from any participating dealer.
As of January , 2000, the Initial Date of Deposit, the per Unit Public Offer-
ing Price for each Portfolio is $10.00. As described above, Units are subject
to an upfront sales charge that is equal to the difference between the total
maximum sales charge of 4.50% of the Public Offering Price and the remaining
deferred sales charges. If a Portfolio has any remaining deferred sales
charges, you will also pay those charges. The Public Offering Price includes
the upfront sales charge and the estimated organization cost of $0.0225 per
Unit. The Public Offering Price changes every day with changes in the price of
the securities. As of the close of business on January , 2000, the number of
Units of the Portfolio may be adjusted so that the per Unit Public Offering
Price will equal $10.00.
If you are buying Units with assets received from the redemption or termina-
tion of another Nuveen Defined Portfolio, you will pay a reduced sales charge
of $0.35 per Unit ($0.175 per year for Two-Year Sector Portfolios). You may
also buy Units with that sales charge if you are purchasing Units with the
termination proceeds from a non-Nuveen unit trust with a similar investment
strategy. Such purchases entitled to this sales charge reduction may be clas-
sified as "Rollover Purchases."
Wrap Account Purchases and certain other investors described in Part B of the
Prospectus, may buy Units of the Five-Year Sector Portfolios at the Public Of-
fering Price for non-breakpoint purchases minus the concession the Sponsor
typically allows for dealers for non-breakpoint purchases.
Wrap Account Purchases and certain other investors described in Part B of the
Prospectus may buy Units of the Two-Year Sector Portfolios with a sales charge
for the first year equal to the maximum first year sales charge of 2.75% of
the Public Offering Price minus the concession paid to dealers for non-break-
point purchases. If the Two-Year Sector Portfolio owners hold their Units on
or after the Second Year Commencement Date, they must also pay a deferred
sales charge of $0.175 per Unit. To reduce the Second Year Deferred Sales
Charge to $0.055 per Unit, these investors will receive additional Units equal
to the concession paid to dealers for Units held on or after the Second Year
Commencement Date.
All distributions (other than the liquidation distribution) from Units that
receive the reduced sales charges for Wrap Account Purchases will be invested
in additional Units of the Portfolio and will be subject to any remaining de-
ferred sales charges.
Each Portfolio's securities are valued by the Evaluator, The Chase Manhattan
Bank, generally on the basis of their closing sales prices on the applicable
national securities exchange or The Nasdaq Stock Market, Inc. every business
day.
The Sponsor intends to periodically create additional Units of the Portfolios.
See "Nuveen Defined Portfolios" and "Composition of Trusts" in Part B of the
Prospectus for more details.
See "Public Offering Price" and "Market for Units" in Part B for additional
information.
Sales or Redemptions
Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current market value. Unitholders who purchase at least
1,000 Units or whose Units are worth $10,000 may elect to be distributed the
underlying stock, rather than cash, if the election is made at least five
business days prior to a Portfolio's termination.
Although not obligated to do so, the Sponsor may maintain a market for Units
and offer to repurchase the Units at prices based on their current market val-
ue. If a secondary market is not maintained, a Unitholder may still redeem
Units through the Trustee.
During the period ending with the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period, the price at which the
Trustee will redeem Units and the price at which the Sponsor may repurchase
Units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.
Any applicable deferred sales charges remaining on Units at the time of their
sale or redemption will be collected at that time. However, if you
---
13
<PAGE>
sell or redeem Units of a Two-Year Sector Portfolio prior to the Second Year
Commencement Date, you will not pay the Second Year Deferred Sales Charge.
See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.
Risk Factors
You can lose money by investing in a Portfolio. Recently, equity markets have
experienced significant volatility. Your investment is at risk primarily be-
cause of:
. Market risk
Market risk is the risk that a particular stock in a Portfolio, the Portfo-
lio itself or stocks in general may fall in value. Market value may be af-
fected by a variety of factors including:
--General stock market movements;
--Changes in the financial condition of an issuer or an industry;
--Changes in perceptions about an issuer or an industry;
--Interest rates and inflation;
--Governmental policies and litigation; and
--Purchases and sales of securities by the Portfolio.
. Inflation risk
Inflation risk is the risk that the value of assets or income from invest-
ments will be less in the future as inflation decreases the value of money.
. Small company risk
Some of the stocks selected for the Portfolios may be issued by small capi-
talization companies. These stocks customarily involve more investment risk
than larger capitalization stocks. These additional risks are due in part to
the following factors. Small cap companies may:
--Have limited product lines, markets or financial resources;
--Have less publicly available information;
--Lack management depth or experience;
--Be less liquid;
--Be more vulnerable to adverse general market or economic developments; and
--Be dependent upon products that were recently brought to market or key
personnel.
. Concentration risk
When stocks in a particular industry make up 25% or more of a Portfolio, it
is said to be "concentrated" in that industry, which makes a Portfolio less
diversified and subject to more market risk. The Portfolios are concentrated
in the securities of their respective industries. Please be aware that the
industry predictions contained in the Prospectus for each Portfolio may not
materialize, and that the companies selected for a Portfolio do not repre-
sent its entire industry and such Portfolio may not participate in the ex-
pected overall industry growth.
Biotechnology Industry--Here is what you should know about a concentration in
stocks of the biotechnology industry:
--Companies involved in this industry must contend with:
high development costs;
the inability to raise prices to cover cost because of managed care pres-
sure, government regulation or price controls;
termination of their patent protection for their drug, vaccine and thera-
peutic products; and
expensive insurance due to the risk of product liability lawsuits.
--As an emerging growth industry, companies may be thinly capitalized and
more volatile as a result.
--These companies may depend on a few products for all revenues and may de-
pend on their competitors to produce and market their products, making
their products susceptible to obsolescence.
Additionally, companies in each of the Portfolios may have:
--Exceptionally high price-to-earnings ratios with little or no earnings
histories; and
--Extreme price and volume fluctuations that may be unrelated to their oper-
ating performance.
. Foreign risks
Certain of the securities included in the Portfolios may be foreign securi-
ties or American Depositary Receipts ("ADRs") of foreign companies. ADRs are
denominated in U.S. dollars
---
14
<PAGE>
and are typically issued by a U.S. bank or trust company. An ADR evidences
ownership of an underlying foreign security. Foreign securities present
risks beyond securities of U.S. issuers. Foreign companies may be affected
by:
--adverse political, diplomatic and economic developments;
--changes in foreign currency exchange rates; and
--taxes and less publicly available information.
Distributions
Income Distributions
Cash dividends received by a Portfolio, net of expenses, will be paid each
June 30 and December 31 ("Income Distribution Dates"), beginning June 30,
2000, to Unitholders of record each June 15 and December 15 ("Income Record
Dates"), respectively.
Capital Distributions
Distributions of funds in the Capital Account, net of expenses, will be made
when a Portfolio terminates. In certain circumstances, additional distribu-
tions may be made.
See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.
General Information
Termination
Commencing on January , 2002 and January , 2005 for the Two-Year Sector
Portfolios and the Five-Year Sector Portfolios, respectively, the Mandatory
Termination Dates, the securities in the applicable Portfolio will begin to be
sold as prescribed by the Sponsor. The Trustee will provide written notice of
the termination to Unitholders which will specify when certificates may be
surrendered.
Unitholders will receive a cash distribution within a reasonable time after a
Portfolio terminates. However, Unitholders who purchase at least 1,000 Units
or whose Units are worth $10,000 may elect to be distributed the underlying
stock if the election is made at least five business days prior to a Portfo-
lio's termination. See "Distributions to Unitholders" and "Other Information--
Termination of Indenture" in Part B of the Prospectus for more details.
The Sponsor
Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. Nuveen, a leader in tax-ef-
ficient investing, believes that a carefully selected portfolio can play an
important role in building and sustaining the wealth of a lifetime. More than
1.3 million investors have trusted Nuveen to help them maintain the lifestyle
they currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of the Portfolio. We invite you to discuss the contents with your finan-
cial adviser, or you may call us at 800-257-8787 for additional information.
Optional Features
Letter of Intent (LOI)
Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
Unitholders will not be permitted to apply future rollover purchases to sat-
isfy the LOI amount. The minimum LOI investment is $50,000. See "Public Offer-
ing Price" in Part B of the Prospectus for details.
Reinvestment
Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distri-
butions from a Portfolio can be reinvested into additional Units of the Port-
folio. Distributions reinvested into a Portfolio are subject to any remaining
deferred sales charges. See "Distributions to Unitholders" and "Accumulation
Plan" in Part B of the Prospectus for details.
Nuveen Mutual Funds
Portfolio purchases may be applied toward breakpoint pricing discounts for
Nuveen Mutual Funds. For more information about Nuveen investment products,
obtain a prospectus from your financial adviser.
---
15
<PAGE>
- -------------------------------------------------------------------------------
Notes to Portfolios
- ---------
(1) All securities are represented by regular way contracts to purchase such
securities for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. The contracts to purchase the securi-
ties were entered into by the Sponsor on January , 2000.
(2) The cost of the securities to the Portfolio represents the aggregate un-
derlying value with respect to the securities acquired (generally deter-
mined by the closing sale prices of the listed securities on the business
day preceding the Initial Date of Deposit). The valuation of the securi-
ties has been determined by the Trustee. As of the Initial Date of Depos-
it, other information regarding the securities is as follows:
<TABLE>
<CAPTION>
Estimated Estimated Net
Annual Income Annual Income
Value of Cost to Gain Distributions Distributions
Securities Sponsor (loss) Per Portfolio Per Unit
---------- -------- ------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Nuveen Biotechnology
Two-Year Sector
Portfolio............. $ $ $ $
Nuveen Biotechnology
Five-Year Sector
Portfolio.............
</TABLE>
Estimated Annual Income Distributions are based on the most recent ordinary
dividend paid on that security. Estimated Net Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided interest
in the securities per Unit and the aggregate value of the securities per
Unit as of the Initial Date of Deposit. Investors should note that the
actual amount of income distributed per Unit by the Portfolio will vary from
the estimated amount due to a variety of factors including, changes in the
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the securities.
(3) Current Dividend Yield for each security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that security
and dividing the result by that security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
Please note that if this prospectus is used as a preliminary prospectus for
future Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
- -------------------------------------------------------------------------------
---
16
<PAGE>
Statements of Condition
(at the Initial Date of Deposit, January , 2000)
<TABLE>
<CAPTION>
Biotechnology Biotechnology
Two-Year Five-Year
Sector Sector
Portfolio Portfolio
Trust Property ------------- -------------
<S> <C> <C> <C>
Investment in securities represented by purchase
contracts(1)(2)................................. $123,630 $124,527
======== ======== ===
<CAPTION>
Liabilities and Interest of Unitholders
Liabilities:
<S> <C> <C> <C>
Deferred sales charge(3)....................... $ 4,370 $ 4,402
Reimbursement of Sponsor for organization
costs(4)...................................... $ 281 $ 283
-------- --------
Total....................................... $ 4,651 $ 4,685
======== ========
<CAPTION>
Interest of Unitholders:
<S> <C> <C> <C>
Units of fractional undivided interest
outstanding................................... 12,487 12,578
-------- --------
Cost to investors(5)........................... $124,823 $125,729
Less: Gross underwriting commission(6)........ $ 5,563 $ 5,604
Less: Organization costs(4)................... $ 281 $ 283
-------- --------
Net amount applicable to investors............. $118,979 $119,842
-------- --------
Total....................................... $123,630 $124,527
======== ========
</TABLE>
- ---------
(1) Aggregate cost of securities listed under "Schedule of Investments" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the securities pursuant to contracts for the purchase of such se-
curities.
(3) Represents the amount of mandatory distributions from a Portfolio ($0.175
per Unit for the Two-Year Sector Portfolio and $0.35 for the Five-Year
Sector Portfolio), payable to the Sponsor. Unitholders of the Two-Year
Sector Portfolios who hold their Units on or after the Second Year Com-
mencement Date will be assessed an additional deferred sales charge
($0.175 per Unit) for the Second Year Deferred Period. Such deferred
charge is not represented in the amount reflected.
(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing a
Portfolio. These costs have been estimated at $0.0225 per Unit for each
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of a Portfolio.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% per Unit includes both an up-
front and a deferred sales charge and has been calculated on the assump-
tion that the Units sold are not subject to a reduction of sales charges
for quantity purchases and that all Units are held on or after the Second
Year Commencement Date, if applicable. In single transactions involving
5,000 Units or more, the sales charge is reduced. (See "PUBLIC OFFERING
PRICE" in Part B of this Prospectus.)
---
17
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 77:
We have audited the accompanying statements of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 77 as of January , 2000. These financial state-
ments are the responsibility of the Sponsor. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. Our proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statements of
condition, by correspondence with the Trustee. An audit also includes assess-
ing the accounting principles used and significant estimates made by the Spon-
sor, 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 statements of condition and the schedules of investments
at date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 77, as of January ,
2000, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January , 2000
---
18
<PAGE>
Defined NUVEEN UNIT TRUSTS, SERIES 77
Portfolios PROSPECTUS -- PART A
January , 2000
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787
This Prospectus does not contain complete information about the Portfolio
filed with the Securities and Exchange Commission in Washington, DC under the:
Securities Act of 1933 (file no. 333- )
Investment Company Act of 1940 (file no. 811-08103)
To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov
No person is authorized to give any information or representation about the
Portfolio not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.
When Units of the Portfolio are no longer available or for investors who will
reinvest into subsequent series of the Portfolio, this Prospectus may be used
as a preliminary Prospectus for a future series. If this is the case, investors
should note the following:
1. Information in this Prospectus is not complete and may be changed;
2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and
3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.
<PAGE>
Defined Portfolios
Nuveen Equity Portfolio Prospectus
Prospectus Part B dated January 5, 2000
The Prospectus for a Nuveen Defined Portfolio (a "Trust") is divided into two
parts. Part A of the Prospectus relates exclusively to a particular Trust or
Trusts and provides specific information regarding each Trust's portfolio,
strategies, investment objectives, expenses, financial highlights, income and
capital distributions, hypothetical performance information, risk factors and
optional features. Part B of the Prospectus provides more general information
regarding the Nuveen Defined Portfolios. You should read both Parts of the
Prospectus and retain them for future reference. Except as provided in Part A
of the Prospectus, the information contained in this Part B will apply to each
Trust.
Additional information about the Trusts is provided in the Information
Supplement. You can receive an Information Supplement by calling The Chase
Manhattan Bank (the "Trustee") at (800) 257-8787.
Nuveen Defined Portfolios
Each Nuveen Defined Portfolio consists of a portfolio of Securities of
companies described in the applicable Part A of the Prospectus (see "Schedule
of Investments" in Part A of the Prospectus for a list of the Securities
included in a Trust).
Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units
whose value is less than $500 for IRA purchases), whichever is less.
Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee
at prices based upon the aggregate underlying value of the Securities
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). During the period ending
with the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus for the organization costs and see
"REDEMPTION" herein for a more detailed discussion of redeeming your Units.
Dividend and Capital Distributions. Cash dividends received by a Trust will be
paid on those dates set forth under "Distributions" in Part A of the
Prospectus. Distributions of funds in the Capital Account, if any, will be made
as part of the final liquidation distribution, if applicable, and in certain
circumstances, earlier. See "DISTRIBUTIONS TO UNITHOLDERS."
Public Offering Price. Public Offering Price of a Trust during the Initial
Offering Period is based upon the aggregate underlying value of the Securities
in the Trust's portfolio (generally determined by the closing sale prices of
the listed Securities and the ask prices of over-the-counter traded Securities)
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a sales charge as set forth in Part A of the Prospectus and is rounded to
the nearest cent. The Public Offering Price during the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period also includes organization costs incurred in
establishing a Trust. These costs will be deducted from the assets of the Trust
as of the close of such period. See "Risk/Return Summary-Fees and Expenses" in
Part A of the Prospectus. For Units purchased in the secondary market, the
Public Offering Price is based upon the aggregate underlying value of the
Securities in the Trust (generally determined by the closing sale prices of the
listed Securities and the bid prices of over-the-counter traded Securities)
plus the applicable sales charges. A pro rata share of accumulated dividends,
if any, in the Income Account from the preceding Record Date to, but not
including, the settlement date (normally three business days after purchase) is
added to the Public Offering Price. (See "PUBLIC OFFERING PRICE.")
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>
Defined NUVEEN EQUITY PORTFOLIO
Portfolios PROSPECTUS -- PART B
January 5, 2000
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787
Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603
This Prospectus does not contain complete information about the Unit Trust
filed with the Securities and Exchange Commission in Washington, DC under the
Securities Act of 1933 and the Investment Company Act of 1940.
To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov
No person is authorized to give any information or representation about the
Trusts not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.
When Units of this Trust are no longer available or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as a
preliminary Prospectus for a future series. If this is the case, investors
should note the following:
1. Information in this Prospectus is not complete and may be changed;
2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and
3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.
<PAGE>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This Registration Statement comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee and Evaluator (incorporated by reference to Amendment No. 1 to
Form S-6 (File No. 333-25225) filed on May 29, 1997 on behalf of Nuveen
Unit Trusts, Series 4).
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co,
Incorporated, Depositor.
1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a), and
incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).
- --------------------
/*/ Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
September 29, 1967 on behalf of Nuveen Tax-Exempt Unit Trust, Series 16.
/**/ Incorporated by reference to Form N-8B-2 (File No. 811-2198) filed on
April 11, 1985 on behalf on Nuveen Tax-Exempt Unit Trust, Series 37.
S-1
<PAGE>
3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).
3.4 Opinion of counsel as to advancement of funds by Trustees (to be supplied
by amendment).
4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).
4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor and other related information
(incorporated by reference to Exhibit E to Form N-8B-2 (File No. 811-
08103) filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).
C. Explanatory Note
This Registration Statement may contain multiple separate prospectuses.
Each propectus will relate to an individual unit investment trust and will
consist of a Part A, a Part B and an Information Supplement.
D. Undertakings
(1) The Information Supplement to the Trust will not include third party
financial information.
S-2
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 77 has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City of
Chicago and State of Illinois on the 13th day of January, 2000.
NUVEEN UNIT TRUSTS, SERIES 77
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Benjamin T. Fulton
-------------------------------
Managing Director and
Vice President
Attest /s/ Nicholas Dalmaso
---------------------------
Assistant Secretary
S-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors, )
Chief Executive Officer )
and Director )
) /s/ Larry W. Martin
John P. Amboian President and Director ) ------------------
) Larry W. Martin
) Attorney-in-Fact**
Margaret E. Wilson Vice President and )
Controller ) January 13, 2000
)
</TABLE>
- ----------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
**The powers of attorney for Messrs. Amboian and Schwertfeger were filed on
March 20, 1997 as Exhibit P to Form N-8B-2 (File No. 811-08103) and for Ms.
Wilson as Exhibit 6.2 to Nuveen Unit Trusts, Series 12 (File No. 333-49197)
filed on May 14, 1998.
S-4
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Registration Statement will be
filed as Exhibit 4.4 to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement will be contained in its opinions to be
filed as Exhibits 3.1 and 3.2 to the Registration Statement.
Consent of The Chase Manhattan Bank
The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the Registration Statement will be filed as Exhibit 4.2 to the
Registration Statement.
Consent of Carter, Ledyard & Milburn
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement will be filed as Exhibit 3.3
to the Registration Statement.
S-5
