<PAGE>
1933 Act File No. 333-35488
1940 Act File No. 811-08103
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: Nuveen Unit Trusts, Series 94
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 [time] pursuant to Rule 487.
<PAGE>
[NUVEEN LOGO]
Nuveen Unit Trusts, Series 94
Nuveen Nasdaq-100 Growth and Treasury Portfolio, May 2000
Prospectus Part A dated May 3, 2000
. Seeks Capital Appreciation and the Protection of a Minimum Maturity value of
$10 per Unit
.Rollover 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.
NDG-05-00-P
<PAGE>
CUSIP Nos:
Nuveen Unit Trusts, Series 94 Dividend in Cash Reinvested Wrap
Nuveen Nasdaq-100 Growth and 670922210 670922228 670922236
Treasury Portfolio, May 2000
Overview
Nuveen Unit Trusts, Series 94 in cludes the unit investment trust listed above.
The Portfolio seeks to provide the protection of a minimum maturity value of $10
per Unit by investing, on the Initial Date of Deposit, approximately 50% of its
assets in zero coupon U.S. Treasury Obligations and to provide the potential for
capital appreciation by investing 50% of its assets in securities that strive to
mirror the Nasdaq-100 Index. The Portfolio is scheduled to terminate in
approximately 12 years.
Contents
2 Overview
3
Nuveen Nasdaq-100 Growth and
3 Treasury Portfolio, May 2000
Risk/Return Summary
3 Investment Objective
3 Investment Strategy
3 Industry Diversification
3 Primary Risks
4 Investor Suitability
4 Fees and Expenses
6 Schedule of Investments
7 How to Buy and Sell Units
7 Investing in the Portfolio
7 Sales or Redemptions
8 Risk Factors
10 Distributions
10 Income Distributions
10 Capital Distributions
10 General Information
10 Termination
10 The Sponsor
10
10 Nasdaq-100 Index
Dealer Concessions
11 Letter of Intent
11 Reinvestment
11 Nuveen Mutual Funds
12 Statement of Condition
13 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.
The Nasdaq-100(R), Nasdaq-100 Index(R) are trade or service marks of The
Nasdaq Stock Market, Inc. (which with its affiliates are the Corporations) and
are licensed for use by Nuveen. The Nuveen Nasdaq-100 Index Portfolio (the
"Nasdaq-100 Portfolio") has not been passed on by the Corporations as to its
legality or suitability. The Nasdaq-100 Portfolio is not issued, endorsed,
sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND
BEAR NO LIABILITY WITH RESPECT TO THE NASDAQ-100 INDEX OR THE NASDAQ-100 PORT-
FOLIO.
---
2
<PAGE>
Nuveen Nasdaq-100 Growth and Treasury Portfolio, May 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide protection of a minimum maturity value of $10
per unit and the potential for capital appreciation.
Investment Strategy
The Portfolio is designed to provide investors with the protection of a mini-
mum maturity value of $10 per unit by investing, on the Initial Date of Depos-
it, approximately 50% of its assets in zero coupon U.S. Treasury Obligations
(the "Treasury Obligations") and to provide the potential for capital appreci-
ation by investing the other 50% in a security that strives to mirror the
Nasdaq-100 Index, The Nasdaq-100 Trust ("QQQ"). QQQ and the Treasury Obliga-
tions are collectively referred to as the "Securities". As an investor in the
Portfolio, you may be able to accomplish two investment goals--safety and
growth. You are able to benefit from the security associated with a guaranteed
minimum value, when units are held to maturity, and you have the potential for
capital appreciation from a stock that seeks to represent the Nasdaq-100 In-
dex.
QQQ is a registered investment company organized as a unit investment trust.
Its investment objective is to provide investment results that generally cor-
respond to the price and yield performance of the Nasdaq-100 Index. See "The
Nasdaq-100 Trust" in Part B of the Prospectus for more information.
The Nasdaq-100 Index represents the largest and most active non-financial and
domestic international issues listed on the Nasdaq Stock Market. Eligibility
criteria for the index includes a minimum average daily trading volume of
100,000 shares. Generally, companies also must have been seasoned on Nasdaq or
another major exchange, which means they have been listed for a minimum of two
years. If the security is a foreign security, the company must have a world-
wide market value of at least $10 billion, a U.S. market value of at least $4
billion, and average trading volume of at least 200,000 shares per day. See
"The Nasdaq-100 Index" in Part B of the Prospectus for more information.
The Treasury Obligations are zero coupon U.S. Treasury Bonds that are pur-
chased at a discount to their maturity value. The Treasury Obligations pay
their full face value at a specified maturity date. While the Portfolio's ini-
tial offering price is $9.60 per Unit, and the market value will fluctuate
during its life, the minimum maturity value is expected to be at least $10.00
per Unit.
Instead of the Treasury Obligations paying interest, the earnings are added to
the original investment, increasing their value as they approach maturity. Al-
though no interest payments will be distributed during the life of the Portfo-
lio, investors are subject to income taxes at ordinary rates as if a distribu-
tion had occurred.
The Treasury Obligations are backed by the full faith and credit of the U.S.
Government; however, Units of the Portfolio are not. The Securities are ex-
pected to remain in the Portfolio until termination.
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.
. The value of the Treasury Obligations will be adversely affected by de-
creases in bond prices and increases in interest rates.
. 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 software and technology industries. Ad-
verse developments in these industries may significantly affect the value of
your Units. Companies involved in the software and technology industries
must contend with rapid changes in technology, intense competition, govern-
ment regulation, and the rapid obsolescence of products and services.
. QQQ contains stocks of foreign companies. QQQ's investment in foreign stock
presents additional risk. Foreign companies may be affected by adverse
political, diplomatic and economic developments; changes in foreign currency
exchange rates; taxes, less publicly available information; greater price
volatility; less liquidity and other factors.
---
3
<PAGE>
. The performance of QQQ may not sufficiently correspond with the performance
of the index. This is due to a variety of factors that include:
--the impracticability of QQQ owning each of the securities in the index
with the exact weightings at any given time;
--the possibility of tracking errors;
--the time that elapses between a change in the index and a change in QQQ;
and
--operational fees and expenses.
Investor Suitability
The Portfolio may be suitable for you if:
. You want to invest in the Nasdaq-100 Index with the principal protection of
zero-coupon Treasury Obligations;
. You want the capital appreciation potential of QQQ; and
. The Portfolio represents only a portion of your overall investment portfo-
lio.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning an equity invest-
ment;
. You do not have a long-term investment horizon.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
Shareholder Fees
<TABLE>
<CAPTION>
Approximate
% of Public
Offering
Amount per Unit Price (1)
--------------- -----------
<S> <C> <C>
Sales Charge
Maximum Sales Charge (Deferred)(2).................. $0.450 4.50%(2)
</TABLE>
- ---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
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 0.0950%
Sponsor's Supervisory Fee........................... $0.00350 0.0350%
Bookkeeping and Administrative Fee.................. $0.00250 0.0250%
Creation and Development Fee(3)..................... $0.02500 0.2500%
</TABLE>
<TABLE>
<S> <C> <C>
Evaluator's Fee................................................ $0.00300 0.030%
Other Operating Expenses(4).................................... $0.00575 0.0575%
-------- -------
Total.......................................................... $0.04925 0.4925%
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) The Maximum Sales Charge is a fixed dollar amount of $0.45 per Unit, how-
ever, the Maximum Sales Charge may not exceed 5.5% of the Public Offering
Price. The entire sales charge is deferred for investors who purchase
Units prior to the first deferred sales charge deduction on December 29,
2000 (see below). Following that date, you will be subject to a per Unit
upfront sales charge equal to the amount of the per Unit deferred sales
charges collected by the Portfolio as of the date of purchase.
(3) The Creation and Development Fee compensates the Sponsor for creating and
developing the Portfolio. The Portfolio accrues the fee daily during the
life of the Portfolio based on its average net asset value and pays the
Sponsor monthly. In connection with the Creation and Development Fee, in
no event will the Sponsor collect over the life of the Portfolio more than
2.75% of a Unitholder's initial investment. The per Unit Creation and De-
velopment Fee provided above is based on a $10 per Unit Public Offering
Price on the Initial Date of Deposit. The actual annual Creation and De-
velopment Fee that will be charged is 0.25% of average daily net assets
and will exceed the per Unit fee provided above for Units whose value ex-
ceeds $10 per Unit.
(4) Other Operating Expenses include annual licensing fees paid to cover a li-
cense to use service marks, trademarks, and trade names of Nasdaq but do
not include brokerage costs and other transactional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or 6 months after Initial Date of
Deposit.
For Units purchased on or prior to December 29, 2000, the entire sales charge
is deferred and deducted monthly in installments of $0.09 per Unit from Decem-
ber 29, 2000 through April 30, 2001. However, for Units purchased after the
beginning of the deferred sales charge period you will pay an upfront sales
charge equal to the deferred sales charges already collected. The Maxi -
---
4
<PAGE>
mum Sales Charge for non-breakpoint purchases is $0.45 per Unit regardless of
whether the Unit price fluctuates. However, in no event will the Maximum Sales
Charge exceed 5.5% of the Public Offering Price of the Units. If you redeem
Units prior to the collection of the entire deferred sales charge, any remain-
ing deferred sales charges will be accelerated and collected at that time.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Your maximum sales
If you buy the following number of Units:* charge will be:
----------------------------------------------------------- ------------------
<S> <C>
Less than 5,000............................................ $0.450
5,000 to 9,999............................................. $0.425
10,000 to 24,999........................................... $0.400
25,000 to 49,999........................................... $0.350
50,000 to 99,999........................................... $0.250
100,000 or more............................................ $0.150
</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 you.
The secondary market sales charges for the Portfolio are the same as the pri-
mary market charges provided above. Accordingly, the Maximum Sales Charge on
non-breakpoint secondary market purchases is $0.45 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.
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. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------- ------- ------- ---------
<S> <C> <C> <C>
$543.49 $647.94 $761.97 $1,094.96
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
---
5
<PAGE>
- -------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, May 3, 2000)
Nuveen Nasdaq-100 Growth and Treasury Portfolio, May 2000
<TABLE>
<CAPTION>
Name of Issuer and Title Percentage Market Value Cost of
Maturity of Treasury Obligation of Aggregate per Share of Securities to
Value (1) Offering Price Equity Securities the Trust (2)
-------- ------------------------ -------------- ----------------- -------------
<C> <S> <C> <C> <C>
$500,000 Zero coupon U.S.
Treasury bonds maturing
August 15, 2012 (3)..... 47.71% N.A. $228,133
<CAPTION>
Number Ticker Symbol and Name
of of Issuer of Equity
Shares Securities (1)
-------- ------------------------
<C> <S> <C> <C> <C>
2,771 QQQ Nasdaq-100 Index
Shares.................. 52.29% $90.25 $250,083
------ --------
Total Investments....... 100% $478,216
====== ========
</TABLE>
- ---------
(1) All Securities are represented by contracts to purchase such Securities
for the performance of which an irrevocable letter of credit has been de-
posited with the Trustee. The contracts to purchase the Securities were
entered into by the Sponsor on May 2, 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 Evaluator based on the closing sale prices of the listed Se-
curities and offering prices of the Treasury Obligations on the business
day preceding the Initial Date of Deposit). As of the Initial Date of De-
posit, other information regarding the Securities is as follows:
<TABLE>
<CAPTION>
<S> <C>
Value of Securities.............................................. $478,216
Cost to Sponsor.................................................. $480,335
Gain (loss)...................................................... $ (2,119)
</TABLE>
(3) This bond has been purchased at a deep discount from the par value because
there is no stated interest income thereon. Bonds which pay no interest
are normally described as "zero coupon" bonds. Over the life of bonds pur-
chased at a deep discount, the value of the bonds will increase, such
that, upon maturity, the holders of such bonds will receive 100% of the
principal amount thereof.
Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.
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.
- -------------------------------------------------------------------------------
---
6
<PAGE>
How to Buy and Sell Units
Investing in the Portfolio
The minimum investment in the primary and secondary market is normally $1,000
or 100 Units, whichever is less. However, for IRA purchases the minimum in-
vestment 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 May 3, 2000, the Initial Date of Deposit, the per Unit Public Offering
Price for the Portfolio is $9.60. As described above, Units are subject to de-
ferred sales charges and in some cases, an upfront sales charge. You will not
pay upfront sales charges for Units purchased on or prior to December 29,
2000. For Units purchased after such date, you will pay a per Unit upfront
sales charge equal to the per Unit deferred sales charges already collected.
Deferred sales charges are deducted monthly in installments of $0.09 per Unit
from December 29, 2000 through April 30, 2001.
The Public Offering Price includes the upfront sales charge, if applicable,
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 May 3, 2000, the number of Units of the Portfolio may be
adjusted so that the per Unit Public Offering Price will equal $9.60.
Wrap Account Purchases and certain other investors described in Part B of the
Prospectus, may buy Units with a reduced sales charge of $0.10 per Unit. Wrap
Account arrangements generally involve additional fees charged by your broker,
financial advisor or financial planner. The discount for Wrap Account Pur-
chases is available whether or not you purchase Units with the Wrap CUSIP op-
tion. However, if you purchase Units with the Wrap CUSIP option you should be
aware that all distributions (other than the liquidation distribution) from
such Units will be invested in additional Units.
The Portfolio's securities are valued by the Evaluator, The Chase Manhattan
Bank, generally on the basis of their closing sales prices for listed equity
securities on the applicable national securities exchange or The Nasdaq Stock
Market, Inc. and offering prices (during the primary offering period) for
Treasury Obligations, every business day.
The Sponsor intends to periodically create additional Units of the Portfolio.
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 and secondary market sales charges.
Sales or Redemptions
Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current value which is generally based on the closing sale
prices for listed securities and bid prices for Treasury Obligations.
Unitholders who purchase at least 1,000 Units or whose Units are worth $10,000
may elect to be distributed the underlying Securities, as determined by the
Trustee, rather than cash, if the election is made at least five business days
prior to the Portfolio's termination.
Units sold or redeemed prior to the maturity of the Portfolio may receive more
or less than the $10 per Unit minimum maturity value depending on market con-
ditions the day Units are sold or redeemed.
Although not obligated to do so, the Sponsor, John Nuveen & Co. Incorporated,
may maintain a market for Units and offer to repurchase the Units at prices
based on their current value. 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.
See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.
Risk Factors
You can lose money by investing in the Portfolio. Recently, equity markets
have experi-
---
7
<PAGE>
enced significant volatility. Your investment is at risk primarily because of:
. Market risk
Market risk is the risk that a particular stock in the Portfolio, the Port-
folio 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.
Despite the fact that the Treasury Obligations are backed by the full faith
and credit of the U.S. Government, the market value of the Units is not so
backed and are exposed to market risk.
. 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.
. Interest rate risk
Interest rate risk is the risk that bonds in the Portfolio will decline in
value because of a rise in interest rates. Generally, bonds will increase in
value when interests rates decline and decrease in value when interest rates
rise. Typically, bonds with longer periods before maturity are more sensi-
tive to interest rate changes.
. Correlation risk
The performance QQQ may not sufficiently correspond to the performance of
the index due to a variety of factors that include:
--The impracticability of QQQ owning each of the securities in the index
with the exact weighting at a given time;
--The possibility of tracking errors;
--The time that elapses between a change in the index and a change in QQQ;
--Operational fees and expenses of the Nasdaq-100 Trust;
--Differences in the price of the shares of QQQ and the net asset value of
such shares;
--The possibility of a halt in trading or listing of QQQ on the American
Stock Exchange; and
--The premature termination of the Nasdaq-100 Trust.
. Zero coupon risk
Zero coupon bonds do not provide for the payment of any current interest.
The buyer receives only the right to receive a final payment of the face
amount of the bond at its maturity. Zero coupon bonds are subject to sub-
stantially greater price fluctuations during periods of changing market in-
terest rates than are bonds of comparable quality that pay interest current-
ly. In addition, you will be required to include original issue discount re-
lating to the Treasury Obligations in income every year as it accrues, even
prior to receiving any cash distributions.
Because the Treasury Obligations pay no interest until their maturity, the
Securities will have to be sold to pay Portfolio expenses or meet redemption
requests. As the Treasury Obligations ensure that the Portfolio will be able
to provide $10 per Unit at the Portfolio's termination, they will not be
sold to pay expenses of the Portfolio or to meet redemption requests unless
their sale will not reduce the per Unit termination value below $10. The
sale of a portion of QQQ in these situations will reduce the capital appre-
ciation potential of the Portfolio.
. 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 the Portfolio
less diversified and subject to more market risk. The Portfolio is concen-
trated in the securities of software and technology companies.
Here is what you should know about the Portfolio's concentration in stocks
of the software and technology industries:
--Companies involved in these industries must contend with:
rapid changes in technology;
worldwide competition;
---
8
<PAGE>
rapid obsolescence of products and services;
cyclical market patterns;
government regulation;
evolving industry standards; and
frequent new product introductions.
--The stocks of many software and technology companies have exceptionally
high price-to-earnings ratios with little or no earnings histories.
--Many software and technology companies have experienced extreme price and
volume fluctuations that often have been unrelated to their operating per-
formance.
--An unexpected change in one or more of the technologies affecting an is-
suer's products or in the market for products based on a particular tech-
nology could have an adverse effect on an issuer's operating results.
--Operating results and customer relationships could be adversely affected
by:
an increase in price for, or an interruption or reduction in supply of,
any key components; and
the failure of the issuer to comply with rigorous industry standards.
.Foreign risks
Certain of the securities included in QQQ are stocks and/or American Deposi-
tary Receipts ("ADRs") of foreign companies. ADRs are denominated in U.S.
dollars and are typically issued by a U.S. bank or trust company. An ADR ev-
idences ownership of an underlying foreign security.
Foreign securities present risks beyond securities of U.S. issuers. Foreign
securities may be affected by:
--adverse political, diplomatic and economic developments;
--political or economic instability;
--higher brokerage costs;
--currency risk;
--less liquidity;
--more volatile prices;
--reduced government regulation;
--different accounting standards;
--foreign taxation; and
--less publicly available information.
The U.S. and foreign equity markets often rise and fall at different times
or by different amounts due to economic or other developments particular to
a given country. This phenomenon would tend to lower the overall price vola-
tility of a portfolio that included both U.S. and foreign stocks. Sometimes,
however, global trends will cause the U.S. and foreign markets to move in
the same direction, reducing or eliminating the risk reduction benefit of
international investing.
. Litigation
Microsoft Corporation currently represents a substantial percentage of the
Nasdaq-100 Index and accordingly, QQQ and the Portfolio. Microsoft is en-
gaged in litigation with Sun Microsystems, Inc., the U.S. Department of Jus-
tice and several state Attorneys General. The complaints against Microsoft
include copyright infringement, unfair competition and anti-trust viola-
tions. The claims seek injunctive relief and monetary damages. In the action
brought against Microsoft by the U.S. Department of Justice, the United
States District Court for the District of Columbia issued findings of fact
that included a finding that Microsoft possesses and exercised monopoly pow-
er. The court also recently entered an order finding that Microsoft exer-
cised this power in violation of the Sherman Antitrust Act and various state
antitrust laws. The next step in the litigation will be for the court to de-
termine the penalties against Microsoft. The possible remedies that could
potentially be considered by the court, according to industry experts, range
from a possible breakup of Microsoft to remedies such as ordering the com-
pany to surrender its blueprint, or "source code," for its Windows operating
software. Microsoft has stated that it will appeal this ruling following the
penalties phase and final decree. It is possible that any remedy could have
a material adverse impact on Microsoft, however, it is impossible to predict
the impact that any penalty may have on Microsoft's business in the future.
Distributions
Income Distributions
Cash dividends received by the Portfolio, net of expenses, will be paid each
June 30 and Decem-
---
9
<PAGE>
ber 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 the 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 August 31, 2012 the Mandatory Termination Date, the securities
in the 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
the Portfolio terminates. However, Unitholders who purchase at least 1,000
Units or whose Units are worth $10,000 may elect to be distributed the under-
lying stock if the election is made at least five business days prior to the
Portfolio's termination. See "Distributions to Unitholders" and "Other Infor-
mation--Termination of Indenture" in Part B of the Prospectus for more de-
tails.
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 our investors. Nuveen, a leader in tax-effi-
cient investing, believes that a carefully selected portfolio can play an im-
portant role in building and sustaining the wealth of a lifetime. Nuveen began
offering defined portfolios in 1961 and more than 1.5 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 each Portfolio. We invite you to discuss the contents with your fi-
nancial advisor, or you may call us at 800-257-8787 for additional informa-
tion.
The Nasdaq-100 Index
The Nasdaq-100 Index is composed of 100 of the largest non-financial domestic
and international issues listed on the Nasdaq Stock Market, Inc. ("Nasdaq").
The Nasdaq lists nearly 5,000 companies and trades more shares per day
than any other major U.S. market. See "The Nasdaq-100 Index" in Part B of the
Prospectus for details.
Dealer Concessions
The Sponsor plans to allow a concession of $0.35 per Unit for non-breakpoint
purchases of Units to dealer firms in connection with the sale of Units in a
given transaction. But in no event will the concession exceed 4.279% of the
Public Offering Price.
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 Wrap Ac-
count 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...................................................... $0.350%
5,000 to 9,999....................................................... $0.325%
10,000 to 24,999..................................................... $0.300%
25,000 to 49,999..................................................... $0.250%
50,000 to 99,999..................................................... $0.150%
100,000 or more...................................................... $0.075%
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 you and may result in a reduction in the discount
per Unit.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.
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.
---
10
<PAGE>
Reinvestment
Distributions from the Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distribu-
tions from the Portfolio can be reinvested into additional Units of the Portfo-
lio without a sales charge. See "Distributions to Unitholders" and "Accumula-
tion 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, ob-
tain a prospectus from your financial advisor.
---
11
<PAGE>
Statement of Condition
(at the Initial Date of Deposit, May 3, 2000)
<TABLE>
<CAPTION>
Nasdaq-100
Growth and
Treasury
Portfolio
----------
<S> <C>
Trust Property
Investment in securities represented by purchase contracts(1)(2).... $478,216
========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3).......................................... $ 22,416
Reimbursement of Sponsor for organization costs(4)................ $ 1,121
--------
Total.......................................................... $ 23,537
========
Interest of Unitholders:
Units of fractional undivided interest outstanding................ 49,814
Cost to investors(5).............................................. $478,216
Less: Gross underwriting commission(6)........................... $ 22,416
Less: Organization costs(4)...................................... $ 1,121
--------
Net amount applicable to investors................................ $454,679
--------
Total.......................................................... $478,216
========
</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 the Portfolio ($0.45
per Unit), payable to the Sponsor in five equal monthly installments of
$.09 per Unit beginning on December 29, 2000, and on the last business day
thereafter through April 30, 2001.
(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
the Portfolio. These costs have been estimated at $0.0225 per Unit for the
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 the 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 $0.45 per Unit has been calculated on
the assumption that the Units sold are not subject to a reduction of sales
charges for quantity purchases. In single transactions involving 5,000
Units or more, the sales charge is reduced. (See "PUBLIC OFFERING PRICE"
in Part B of this Prospectus.)
---
12
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 94:
We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 94 as of May 3, 2000. These financial statements
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 auditing standards generally ac-
cepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial state-
ments are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the irrevocable letter of
credit arrangement for the purchase of securities, described in Note (2) to
the statement of condition, by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, 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 statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 94, as of May 3, 2000, in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 3, 2000
---
13
<PAGE>
[NUVEEN Defined Portfolios Logo]
NUVEEN UNIT TRUSTS, SERIES 94
PROSPECTUS -- PART A
May 3, 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 Portfolios
filed with the Securities and Exchange Commission in Washington, DC under the:
Securities Act of 1933 (file no. 333-35488)
Investment Company Act of 1940 (file no. 811-08103)
More information about the Trusts, including the code of ethics adopted by
the Sponsor and the Nuveen Unit Trusts, can be found in the Commission's
Public Reference Room. Information about the operation of the Public Reference
Room may be obtained by calling the Commission at 1-202-942-8090. Trust
information is also available on the EDGAR Database on the Commission's
website at http://www.sec.gov, or may be obtained at proscribed rates by
sending an e-mail request to [email protected] or by writing to the
Commission's Public Reference Section at 450 Fifth Street NW, Washington, D.C
20549-0102.
No person is authorized to give any information or representation about the
Portfolios 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 a 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>
[LOGO NUVEEN DEFINED PORTFOLIOS]
Nuveen Equity Portfolio Prospectus
Prospectus Part B dated May 3, 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>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
NUVEEN DEFINED PORTFOLIOS.................................................. 3
COMPOSITION OF TRUSTS...................................................... 4
THE NASDAQ-100 TRUST....................................................... 6
THE NASDAQ-100 INDEX....................................................... 7
NASDAQ-100 INDEX LICENSING AGREEMENT....................................... 9
PUBLIC OFFERING PRICE...................................................... 10
MARKET FOR UNITS........................................................... 14
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 15
TAX STATUS................................................................. 15
RETIREMENT PLANS........................................................... 17
TRUST OPERATING EXPENSES................................................... 17
DISTRIBUTIONS TO UNITHOLDERS............................................... 18
ACCUMULATION PLAN.......................................................... 20
REPORTS TO UNITHOLDERS..................................................... 20
UNIT VALUE AND EVALUATION.................................................. 20
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 21
OWNERSHIP AND TRANSFER OF UNITS............................................ 23
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 24
REDEMPTION................................................................. 24
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST.............. 26
PURCHASE OF UNITS BY THE SPONSOR........................................... 28
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 28
INFORMATION ABOUT THE TRUSTEE.............................................. 29
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 29
SUCCESSOR TRUSTEES AND SPONSORS............................................ 29
INFORMATION ABOUT THE SPONSOR.............................................. 29
INFORMATION ABOUT THE EVALUATOR............................................ 29
FORTUNE LICENSE AGREEMENT.................................................. 31
OTHER INFORMATION.......................................................... 31
LEGAL OPINION.............................................................. 32
AUDITORS................................................................... 32
CODE OF ETHICS............................................................. 32
SUPPLEMENTAL INFORMATION................................................... 32
</TABLE>
2
<PAGE>
Nuveen Defined Portfolios
This Nuveen Defined Portfolio is one of a series of separate but similar
investment companies created by the Sponsor, each of which is designated by a
different Series number. The Nuveen Defined Portfolios consist of, among
others, Strategy Trusts and Sector Trusts. Strategy Trusts include, but are
not limited to, Nuveen-Standard & Poor's Quality Buyback Portfolios, Nuveen
Dow 5SM and Dow 10SM Portfolios, Nuveen Legacy Portfolios, Nuveen Rittenhouse
Concentrated Growth Portfolios, Nuveen-FORTUNE's America's Most Admired
Companies Portfolios, Arvest Regional ImpactTM Portfolios, Harris Insight(R)
Multi-Sector Portfolios, Dorsey, Wright Relative Strength 5 Portfolios, Peroni
Top Ten Picks Portfolios and Peroni Growth Portfolios. Sector Trusts include,
but are not limited to, Nuveen Energy Sector Portfolios, Nuveen Financial
Services Sector Portfolios, Nuveen Pharmaceutical Sector Portfolios, Nuveen
Precious Metals Sector Portfolios, Nuveen Technology Sector Portfolios, Nuveen
Communications Sector Portfolios, Nuveen Bandwidth Sector Portfolios, Nuveen
Consumer Electronics Sector Portfolios, Nuveen Digital Sector Portfolios,
Nuveen e-Commerce Sector Portfolios, Nuveen e-Finance Sector Portfolios,
Nuveen Internet Sector Portfolios, Nuveen Retail Sector Portfolios, Nuveen
Semiconductor Sector Portfolios, Nuveen Utility Sector Portfolios, Nuveen
Wireless Sector Portfolios, Nuveen e-Business Sector Portfolios, Nuveen Glass-
Steagall Sector Portfolios, Nuveen i-Media & Advertising Sector Portfolios,
Nuveen Networking & Storage Sector Portfolios, Nuveen Software Weblications
Sector Portfolios, Nuveen Pharmaceutical Sector Portfolios and Nuveen Fuel
Cell Sector Portfolios.
The underlying unit investment trusts contained in this Series are combined
under one Trust Indenture and Agreement. Specific information regarding each
Trust is set forth in Part A of this Prospectus. The various Nuveen Defined
Portfolios are collectively referred to herein as the "Trusts." This Series
was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement dated the Initial Date of Deposit (the "Indenture")
between John Nuveen & Co. Incorporated ("Nuveen" or the "Sponsor") and The
Chase Manhattan Bank (the "Trustee").
The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the securities of the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves). See "Schedule of
Investments" in Part A of the Prospectus, for a description of the Securities
deposited in the applicable Trust. See also, "Risk/Return Summary" and "Risk
Factors" in Part A of the Prospectus. As used herein, the term "Securities"
means the Securities (including contracts for the purchase thereof) initially
deposited in each Trust and described in the related portfolio and any
additional equity securities that may be held by a Trust.
The Trustee has delivered to the Sponsor registered Units which represent
ownership of the entire Trust, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest in
the Securities deposited in such Trust. Units may only be sold in states in
which they are registered. To the extent that any Units of any Trust are
redeemed by the Trustee, the aggregate value of the Trust's assets will
decrease by the amount paid to the redeeming Unitholder, but the fractional
undivided interest of each unredeemed Unit in such Trust will increase
proportionately. The Sponsor will initially, and from time to time thereafter,
hold Units in connection with their offering.
Additional Units of a Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Securities (or
contracts therefore backed by an irrevocable letter of credit or cash) or cash
(including a letter of credit) with instructions to purchase additional
Securities in the Trust. As additional Units are issued by a Trust as a result
of the deposit of additional Securities or cash by the Sponsor, the aggregate
value of the Securities in a Trust will be increased and the fractional
undivided interest in such Trust represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits of Securities, or cash
with instructions to purchase additional Securities, into a Trust following
the Initial Date of Deposit, provided that such additional deposits will be in
amounts which will maintain, within reasonable parameters, the same original
proportionate relationship among the Securities in such Trust established on
the Initial Date of Deposit. Thus, although additional Units will be issued,
each Unit will continue to represent the same proportionate amount of each
Security. To the extent that any Units are redeemed by the Trustee or
additional Units are issued
3
<PAGE>
as a result of additional Securities or cash being deposited by the Sponsor,
the fractional undivided interest in a Trust represented by each unredeemed
Unit will decrease or increase accordingly, although the actual interest in
such Trust represented by such fraction will remain unchanged. If the Sponsor
deposits cash, however, existing and new investors may experience a dilution
of their investment and a reduction in their anticipated income because of
fluctuations in the price of the Securities between the time of the cash
deposit and the purchase of the Securities and because the Trust will pay the
associated brokerage fees. To minimize this effect, the Trust will try to
purchase the Securities as close to the evaluation time or as close to the
evaluation price as possible. Units will remain outstanding until redeemed
upon tender to the Trustee by Unitholders, which may include the Sponsor, or
until termination of the Indenture.
The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
business on the Initial Date of Deposit. (See "Schedule of Investments" in
Part A of the Prospectus.) The Sponsor may also be considered to have realized
a profit or to have sustained a loss, as the case may be, in the amount of any
difference between the cost of the Securities to the Trust (which is based on
the Evaluator's determination of the aggregate value of the underlying
Securities of the Trust) on the subsequent date(s) of deposit and the cost of
such Securities to Nuveen, if applicable.
Composition of Trusts
Each Trust initially consists of delivery statements relating to contracts
to purchase Securities (or of such Securities) as are listed under "Schedule
of Investments" in Part A of this Prospectus and, thereafter, of such
Securities as may continue to be held from time to time (including certain
securities deposited in the Trust to create additional Units or in
substitution for Securities not delivered to a Trust). To assist the Sponsor
in selecting Securities for certain Trusts, the Sponsor may use its own
resources to pay outside research service providers.
Limited Replacement of Certain Securities. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any
Security. In the event of a failure to deliver any Security that has been
purchased for a Trust under a contract, including those Securities purchased
on a when, as and if issued basis ("Failed Securities"), the Sponsor is
authorized under the Indenture to direct the Trustee to acquire other
specified Securities ("Replacement Securities") to make up the original corpus
of the Trust within 20 days after delivery of notice of the failed contract
and the cost to the Trust may not exceed the amount of funds reserved for the
purchase of the Failed Securities.
If the right of limited substitution described in the preceding paragraph is
not utilized to acquire Replacement Securities in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Securities to all Unitholders of the Trust and the Trustee will distribute the
principal attributable to such Failed Securities not more than 120 days after
the date on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in the Trust. In addition,
Unitholders should be aware that, at the time of receipt of such principal,
they may not be able to reinvest such proceeds in other securities with
equivalent growth potential at a comparable price.
The Indenture also authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities in the
Trust or cash (including a letter of credit) with instructions to purchase
additional Securities in the Trust and the issuance of a corresponding number
of additional Units. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in
their anticipated income because of fluctuations in the prices of the
Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees.
4
<PAGE>
Sale of Securities. Certain of the Securities may from time to time under
certain circumstances be sold. The proceeds from such events will be used to
pay for expenses or for Units redeemed or distributed to Unitholders and not
reinvested; accordingly, no assurance can be given that a Trust will retain
for any length of time its present size and composition.
Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of a Trust will be adversely affected if trading markets for the
Securities are limited or absent. There can be no assurance that a Trust or,
if applicable, successive trusts that employ the same or a similar investment
strategy, will achieve their investment objectives.
Original Issue Discount Obligations and Stripped Obligations. Certain Trusts
may include original issue discount obligations or stripped obligations. Such
bonds are bonds which were issued with nominal interest rates less than the
rates then offered by comparable securities and as a consequence were
originally sold at a discount from their face, or par, values. In a stable
interest rate environment, the market value of an original issue discount bond
would tend to increase more slowly in early years and in greater increments as
the bond approached maturity.
Certain of the original issue discount obligations in a Trust may be zero
coupon bonds. Zero coupon bonds do not provide for the payment of any current
interest; the buyer receives only the right to receive a final payment of the
face amount of the bond at its maturity. Zero coupon bonds are subject to
substantially greater price fluctuations during periods of changing market
interest rates than are securities of comparable quality that pay interest
currently.
Original issue discount obligations, including zero coupon bonds, may be
subject to redemption at prices based on the issue price plus the amount of
original issue discount accreted to redemption (the "accreted value") plus, if
applicable, some premium. Pursuant to such call provisions, an original issue
discount bond may be called prior to its maturity date at a price less than
its face value. See the "Schedule of Investments" appearing in Part A of this
Prospectus for more information about the call provisions of portfolio Bonds.
Certain of the Bonds in a Trust may be stripped obligations, which represent
evidences of ownership with respect to either the principal amount of or a
payment of interest on an obligation ("Stripped Obligations"). Each Stripped
Obligation has been purchased at a discount from the amount payable at
maturity. A Stripped Obligation therefore has economic characteristics similar
to zero coupon bonds, as described above.
Unitholders should consult their own tax adviser with respect to the state
and local tax consequences of owning original issue discount bonds or Stripped
Obligations. Under applicable provisions governing determination of state and
local taxes, interest on original issue discount obligations or Stripped
Obligations may be deemed to be received in the year of accrual even though
there is no corresponding cash payment.
Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust 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 a Trust. There can be no
assurance that future legislation, regulation or deregulation will not have a
material adverse effect on a Trust or will not impair the ability of the
issuers of the Securities to achieve their business goals.
Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.
5
<PAGE>
Litigation. Except as provided in Part A of the Prospectus, to the best
knowledge of the Sponsor, there is no litigation pending as of the Initial
Date of Deposit in respect of any Securities which might reasonably be
expected to have a material adverse effect on any of the Trusts. It is
possible that after the Initial Date of Deposit, litigation may be initiated
with respect to Securities in any Trust or current litigation may have
unexpected results. The Sponsor is unable to predict whether any such
litigation may have such results or may be instituted, or if instituted,
whether any such litigation might have a material adverse effect on the
Trusts.
The Nasdaq-100 Trust
The Nasdaq-100 Trust is a unit investment trust that issues securities called
Nasdaq-100 Index Tracking Stock. Nasdaq-100 Index Tracking Stock represents
undivided ownership interests in the portfolio of stocks held by the Trust.
The Trust holds all of the common stocks of the Nasdaq-100 index(R) and is
intended to provide investment results that, before expenses, generally
correspond to the price and yield performance of the Index.
Nasdaq-100 Tracking Stock are listed for trading on the American Stock
Exchange (the "Amex"). The market symbol for Nasdaq-100 Tracking Stock is
"QQQ." Nasdaq-100 Tracking Stock are bought and sold in the secondary market
like ordinary shares of stock at any time during the trading day. Nasdaq-100
Tracking Stock generally trade in round lots of 100 shares, but can be traded
in odd lots of as little as one share. Trading of Nasdaq-100 Tracking Stock on
the Amex may be halted under the circumstances described in the prospectus for
the Nasdaq-100 Trust relating to the risks of investing in Nasdaq-100 Tracking
Stock.
The Trust issues Nasdaq-100 Tracking Stock only in blocks of 50,000 or
multiples of 50,000, which are referred to as "Creation Units." Most
investors, however, purchase and sell Nasdaq-100 Shares in the secondary
trading market on the Amex, in lots of any size.
Nasdaq-100 Shares are not individually redeemable, except upon termination of
the Trust, Nasdaq-100 Tracking Stock can be redeemed only by tendering to the
Trust 50,000 Nasdaq-100 Tracking Stock or multiples thereof. Upon redemption,
the redeeming holder will receive a portfolio of Nasdaq-100 Index securities
based on the net asset value of the Nasdaq-100 Trust plus, in some cases, a
cash payment.
To maintain the correspondence between the composition and weights of
securities held by the Nasdaq-100 Trust and the stocks in the Nasdaq-100
index, the securities will be adjusted by the Trustee from tie to time to
conform to periodic changes in the identity and/or relative weights of Nasdaq-
100 Index stocks. The agreement governing the Trust contains directions to the
Trustee as to how changes to the Nasdaq-100 index are to be replicated by the
Trust.
The value of the Nasdaq-100 Tracking Stock will fluctuate in relation to
changes in the value of the Trust's portfolio of securities. However, at any
point in time, the market price of each individual Nasdaq-100 Tracking Stock
may not be identical to the net asset value of such share. Historically, these
two valuations have been very close.
Expenses of the Trust
Fees and expenses to be charged to the Trust are described in Part B of this
Prospectus and include, among other costs, the Trustee's fees, Nasdaq
licensing fees, federal registration fees and expenses of the Sponsor relating
to the printing and distribution of marketing materials. The expenses of the
Trust will be accrued daily and reflected in the net asset value of the Trust.
The Sponsor has undertaken that, through September 30, 2000, the ordinary
operating expenses of the Trust will not exceed 0.18% per annum of the daily
net asset value of the Trust, and the Sponsor will reimburse the Trust for
expenses incurred by it in excess of such amount.
6
<PAGE>
Risk Factors
Investors can lose money by investing in Nasdaq-100 Tracking Stock. Investors
should carefully consider the risk factors described below to the Trust.
. Nasdaq-100 Tracking Stock are subject to the risks of any investment in a
broadly based portfolio of common stocks, including the risk that the
general level of stock prices may decline. A significant decline in the
value of the Nasdaq-100 Trust's portfolio can be expected to result in a
similar decline in value of the corresponding Nasdaq-100 Tracking Stock.
Therefore, the amount an investor receives from the sale of Nasdaq-100
Tracking Stock may be less than the investor's original purchase price.
. The Nasdaq-100 Trust may never be able to replicate exactly the
performance of the Nasdaq-100 Index because of the operational fees and
expenses incurred by the Nasdaq-100 Trust or because of the temporary
unavailability of certain Nasdaq-100 Index securities.
. Investors cannot be assured that the issuers of securities held by the
Nasdaq-100 Trust will pay dividends. Distributions on such securities
will benerally depend upon the declaration of dividends by the
securities' issuers.
. The market price that an investor pays for Nasdaq-100 Tracking Stock on
the Amex may differ from the net asset value of those Nasdaq-100 Tracking
Stock. This difference in price may be due to the fact that the supply
and demand in the market for Nasdaq-100 Tracking Stock at any point in
time is not always identical to the supply and demand in the market for
the underlying basket of Nasdaq-100 Index securities.
. Investors will not be able to sell Nasdaq-100 Tracking Stock during any
period that the Amex halts trading in the Nasdaq-100 Tracking Stock. The
Amex may halt the trading of Nasdaq-100 Tracking Stock under certain
circumstances.
. The Amex maintains certain requirements to list securities, including the
Nasdaq-100 Tracking Stock, on the Amex. Investors cannot be assured that
the Nasdaq-100, on the Amex. Investors cannot be assured that the Nasdaq-
100 Trust will continue to meet the requirements necessary to maintain
the listing of the Nasdaq-100 Tracking Stock on the Amex or that the Amex
will not change its listing requirements. The Trust may be terminated if
the Nasdaq-100 Tracking Stock are delisted from the Amex.
. The Sponsor of the Nasdaq-100 Trust has been granted a license to use the
Nasdaq-100 Index as a basis for determining the composition of the Nasdaq-100
Trust and to use certain trade names and trademarks of Nasdaq. The Trust may
be terminated if the license agreement is terminated.
. The Trust may also be terminated if during the Nasdaq-100 Trust's first three
years the net asset value of the entire Trust falls below $150,000,000 or,
after the first three-year period, falls below $350,000,000.
. Nasdaq-100 Tracking Stock are subject to the risk that extraordinary events
may cause one or more of the providers of services to the Nasdaq-100 Trust to
close or otherwise fail to perform its obligations to the Nasdaq-100 Trust.
In the event of such a failure, if no suitable successor is available or
willing to assume the obligations of its predecessor, the Nasdaq-100 Trust
will be terminated.
The Nasdaq-100 Index
The Nasdaq-100 Index represents the largest and most active non-financial
domestic and international issues listed on The Nasdaq Stock Market. Annual
adjustments were first implemented in 1993 when Nasdaq-100 Index options began
trading on the Chicago Board Options Exchange under the symbol "NDX." In April
1996, Nasdaq-100 futures and options on futures began trading on the Chicago
Mercantile Exchange under the ticker "ND."
7
<PAGE>
All securities in the index are among the top 150 eligible securities based
on closing prices as of October 29, 1999 and the available total shares
outstanding as of November 30, 1999. Nasdaq-100 issues ranked 101 through 150
in market value will be replaced by larger eligible securities unless the
security was in the top 100 eligible securities during the previous year's
ranking. Eligibility criteria for the index includes a minimum average daily
trading volume of 100,000 shares. Generally, companies also must have seasoned
on Nasdaq or another major exchange, which means they have been listed for a
minimum of two years. If the security is a foreign security, the company must
have a world wide market value of a least $10 billion, a U.S. market value of
at least $4 billion, and average trading volume of at least 200,000 shares per
day. In addition, foreign securities must be eligible for listed-options
trading.
Effective December 21, 1998, the Nasdaq-100 Index is calculated based upon a
modified capitalization weighted methodology. To accomplish this, Nasdaq
reviews the composition of the Nasdaq-100 Index on a quarterly basis, and
adjusts the weightings of index components using a proprietary algorithm
whenever: (1) any individual component securities represent more than 24
percent of the total market value of the index; and/or (2) the combined weight
of all securities having individual weightings of at least 4.5 percent exceeds
48 percent of the total market value of the index. The index will be
subsequently readjusted only if the index weights exceed the 24 percent and/or
48 percent thresholds.
The precise post-diversification weightings of component securities in the
index was determined based upon closing prices on December 10, 1998. The
aggregate weight of the five largest stocks in the index, approximately 61
percent, was scaled down to 40 percent. Weightings of all index securities are
reset by reducing or enlarging such weights toward 1.0 percent, the average
weight. The value of the adjusted index will continue to be disseminated under
the current symbol NDX.
The Nasdaq-Amex Market Group, which operates The Nasdaq Stock Market is a
subsidiary of the National Association of Securities Dealers, Inc. (NASD(R)),
the largest securities-industry, self-regulatory organization in the United
States.
The Nasdaq Stock Market lists nearly 5,000 companies, has the largest volume
of trades of any financial market, and trades more shares per day than any
other major U.S. market. Since making its debut as the world's first electronic
stock market, Nasdaq has been at the forefront of innovation, using technology
to bring millions of investors together with the world's leading companies. It
is among the world's best regulated stock markets, employing the industry's
most sophisticated surveillance systems and regulatory specialists to protect
investors and provide a fair and competitive trading environment.
8
<PAGE>
The following table depicts the Year-End Index Value for the Nasdaq-100 Index
from inception (February 1, 1985) through December 31, 1999 as well as the
total returns of the Nasdaq-100 Index, the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500") and the Dow Jones Industrial Average ("DJIA").
The table uses data that is adjusted to reflect that the Nasdaq-100 Index level
was halved on January 3, 1994, and does not reflect reinvestment of dividends
for the Nasdaq-100 Index. Investors should note that the figures below
represent past performance of the Nasdaq-100 Index, S&P 500 and the DJIA and
not their future performance or the performance of the Nasdaq-100 Index
Portfolio (which includes certain fees and expenses). Past performance is, of
course, no guarantee of future results.
<TABLE>
<CAPTION>
Year-End Nasdaq-100 S&P 500 DJIA
Nasdaq-100 Annual Annual Annual
Year Value Returns Returns Returns
- ---- ---------- ---------- ------- --------
<S> <C> <C> <C> <C>
February 1, 1985........................ 125 -- -- --
1985.................................... 132.29 5.83% 31.06% 33.62%
1986.................................... 141.41 6.89% 18.54% 27.25%
1987.................................... 156.25 10.49% 5.67% 5.55%
1988.................................... 177.41 13.54% 16.34% 16.24%
1989.................................... 223.83 26.17% 31.23% 32.24%
1990.................................... 200.53 (10.41)% (3.14)% (0.54)%
1991.................................... 330.86 64.99% 30.00% 24.25%
1992.................................... 360.19 8.86% 7.43% 7.40%
1993.................................... 398.28 10.57% 9.94% 16.97%
1994.................................... 404.27 1.50% 1.29% 5.02%
1995.................................... 576.23 42.54% 37.11% 36.94%
1996.................................... 821.36 42.54% 22.68% 28.91%
1997.................................... 990.80 20.63% 33.10% 24.91%
1998.................................... 1,836.01 85.31% 28.60% 18.15%
1999.................................... 3,707.83 101.95% 21.04% 27.20%
2000 through 4/14....................... 3,505.70 (13.54)% (7.36)% (10.02)%
Average Annual Return Since Nasdaq-100
Index's Inception...................... 25.51% 18.86% 19.86%
</TABLE>
The Nasdaq-100 annual returns have been calculated from the year end values.
The S&P 500 annual returns assume that dividends are reinvested as they are
received. The DJIA annual returns assume dividends are reinvested monthly. The
1, 5, and 10 year annual returns for the Nasdaq-100 Index are 96.21%, 54.31%,
and 30.81% respectively. The 1, 5, and 10 year annual returns for the S&P 500
are 21.04%, 28.36%, and 18.04% respectively. The 1, 5, and 10 year annual
returns for the DJIA are 27.20%, 27.08%, and 18.38% respectively.
Because the Nasdaq-100 Index Portfolio is sold to the public at net asset
value plus the applicable sales charge, and the expenses of the Trust are
deducted before making distributions to Unitholders, and because of a variety
of other reasons described in this Prospectus, investment in the Nasdaq-100
Index Portfolio, if it had existed, would have resulted in investment
performance to Unitholders somewhat reduced from that reflected in the above
table.
Investors should note that the Trusts are not sponsored, endorsed or promoted
by or affiliated with The Nasdaq Stock Market, Inc. and The Nasdaq Stock
Market, Inc. makes no representation, express or implied, to the Trusts or
Unitholders regarding the advisability of investing in an index investment or
unit investment trusts generally or in the Trusts specifically or the ability
of the indexes to track general stock market performance.
NASDAQ-100(R) Index Licensing Agreement
The Sponsor has entered into a license agreement with The Nasdaq Stock
Market, Inc. (the "License Agreement"), under which the Nuveen Nasdaq-100 Index
Portfolio (the "Nasdaq-100 Portfolio") (through the Sponsor) is granted a
license to use the trademarks, service marks and trade names "Nasdaq," "Nasdaq-
100," and "Nasdaq-100 Index" solely in materials relating to the creation and
issuance,
9
<PAGE>
marketing and promotion of the Trust and in accordance with any applicable
federal and state securities law to indicate the source of the Nasdaq-100 Index
as a basis for determining the composition of the Trust's portfolio. As
consideration for the grant of the license, the Trust will pay to The Nasdaq
Stock Market, Inc. an annual fee. If the Nasdaq-100 Index ceases to be compiled
or made available or the anticipated correlation between the Trust and the
Nasdaq-100 Index is not maintained, the Sponsor may direct that the Trust
continue to be operated using the Nasdaq-100 Index as it existed on the last
date on which it was available or may direct that the Indenture be terminated.
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the Nasdaq-100 Index, except as specifically described
herein or as may be specified in the Indenture or the License Agreement.
The Trust is not sponsored, endorsed, sold or promoted by The Nasdaq Stock
Market, Inc. (including its affiliates) (the "Corporations"). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy
of descriptions and disclosures relating to, the Nasdaq-100 Portfolio or Units
of the Nasdaq-100 Portfolio. The Corporations make no representation or
warranty, express or implied to the owners of Units of the Nasdaq-100 Portfolio
or any member of the public regarding the advisability of investing in
Securities generally or in Units of the Nasdaq-100 Portfolio particularly or
the ability of the Nasdaq-100 Index to track general stock market performance.
The Corporations' only relationship to the Sponsor ("Licensee") and the Nasdaq-
100 Portfolio is in the licensing of certain trademarks, service marks, and
trade names of the Corporations and the use of the Nasdaq-100 Index which is
determined, composed and calculated by Nasdaq without regard to the Licensee,
the Nasdaq-100 Portfolio or Unitholders of the Nasdaq-100 Portfolio. Nasdaq has
no obligation to take the needs of the Licensee or the owners of the Nasdaq-100
Portfolio into consideration in determining, composing or calculating the
Nasdaq-100 Index. The Corporations are not responsible for and have not
participated in the determination of the timing, prices, or quantities of the
Units of the Nasdaq-100 Portfolio to be issued or in the determination or
calculation of the equation by which the Units of the Nasdaq-100 Portfolio are
to be converted into cash. The Corporations have no liability in connection
with the administration of the Nasdaq-100 Portfolio, marketing or trading of
Units of the Nasdaq-100 Portfolio.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF UNITS OF THE NASDAQ-100 PORTFOLIO, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN.
THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM
ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Public Offering Price
The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in the Trust (generally determined by the closing sale
prices of 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 an initial sales charge equal to the difference between the
maximum sales charge (as set forth in Part A of the Prospectus) per Unit and
the maximum remaining deferred sales charge (as set forth in Part A of the
Prospectus) and is rounded to the nearest cent. In addition, a portion of the
Public Offering Price during the initial offering period also consists of
Securities in an amount sufficient to pay for all or a portion of the costs
incurred in establishing a Trust, including costs of preparing the
10
<PAGE>
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states, the
initial audit of each Trust portfolio, the initial evaluation, legal fees, the
initial fees and expenses of the Trustee and any non-material out-of-pocket
expenses.
The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's organization
costs will be purchased in the same proportionate relationship as all the
Securities contained in the Trust. Securities will be sold to reimburse the
Sponsor for the Trust's organization costs at the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period (a
shorter time period than the life of the Trust). During the period ending with
the earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities are
insufficient to repay the Sponsor for the Trust organization costs, the
Trustee will sell additional Securities to allow the Trust to fully reimburse
the Sponsor. In that event, the net asset value per Unit will be reduced by
the amount of additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed the
amount per Unit set forth for the Trusts in "Statement of Condition," this
will result in a greater effective cost per Unit to Unitholders for the
reimbursement to the Sponsor. When Securities are sold to reimburse the
Sponsor for organization costs, the Trustee will sell such Securities to an
extent which will maintain the same proportionate relationship among the
Securities contained in the Trust as existed prior to such sale. See
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus.
Commencing on those dates set forth under "Risk/Return Summary--Fees and
Expenses" in Part A of this Prospectus, a deferred sales charge in an amount
described in Part A of the Prospectus will be assessed per Unit per applicable
month. The deferred sales charges will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. 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. The
total maximum sales charge assessed to Unitholders on a per Unit basis will be
the amount set forth in "Risk/Return Summary--Fees and Expenses" in Part A of
the Prospectus. See "UNIT VALUE AND EVALUATION."
The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any Nuveen unit investment trust in
the primary or secondary offering period by executing and delivering a letter
of intent to the Sponsor, which letter of intent must be in a form acceptable
to the Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases (excluding purchases which are subject only to a deferred
sales charge) as expressed in the letter of intent. For purposes of letter of
intent calculations, units of equity products are valued at $10 per unit. Due
to administrative limitations and in order to permit adequate tracking, the
only secondary market purchases that will be permitted to be applied toward
the intended specified amount and that will receive the corresponding reduced
sales charge are those Units that are acquired through or from the Sponsor. By
establishing a letter of intent, a Unitholder agrees that the first purchase
of Units following the execution of such letter of intent will be at least 5%
of the total amount of the intended aggregate purchases expressed in such
Unitholder's letter of intent. Further, through the establishment of the
letter of intent, such Unitholder agrees that Units representing 5% of the
total amount of the intended purchases will be held in escrow by the Trustee
pending completion of these purchases. All distributions on Units held in
escrow will be credited to such Unitholder's account. If total purchases prior
to the expiration of the letter of intent period equal or exceed the amount
specified in a Unitholder's letter of intent, the Units held in escrow will be
transferred to such Unitholder's account. A Unitholder who purchases Units
11
<PAGE>
during the letter of intent period in excess of the number of Units specified
in a Unitholder's letter of intent, the amount of which would cause the
Unitholder to be eligible to receive an additional sales charge reduction,
will be allowed such additional sales charge reduction on the purchase of
Units which caused the Unitholder to reach such new breakpoint level and on
all additional purchases of Units during the letter of intent period. If the
total purchases are less than the amount specified, the Unitholder involved
must pay the Sponsor an amount equal to the difference between the amounts
paid for these purchases and the amounts which would have been paid if the
higher sales charge had been applied; the Unitholder will, however, be
entitled to any reduced sales charge qualified for by reaching any lower
breakpoint level. If such Unitholder does not pay the additional amount within
20 days after written request by the Sponsor or the Unitholder's securities
representative, the Sponsor will instruct the Trustee to redeem an appropriate
number of the escrowed Units to meet the required payment. By establishing a
letter of intent, a Unitholder irrevocably appoints the Sponsor as attorney to
give instructions to redeem any or all of such Unitholder's escrowed Units,
with full power of substitution in the premises. A Unitholder or his
securities representative must notify the Sponsor whenever such Unitholder
makes a purchase of Units that he wishes to be counted towards the intended
amount.
For "secondary market" sales, the Public Offering Price is based on the
aggregate underlying value of the Securities in a Trust (generally determined
by the closing sale prices of listed Securities and the bid prices of over-
the-counter traded Securities), plus or minus cash, if any, in the Income and
Capital Accounts of a Trust, plus an initial sales charge equal to the
difference between the maximum sales charge and any remaining deferred sales
charges. The maximum sales charge for certain trusts is described in Part A of
the Prospectus. See "UNIT VALUE AND EVALUATION."
In the secondary market for Nuveen Five-Year Sector Portfolios, Legacy Five-
Year Portfolios and Arvest Regional ImpactTM Portfolios, prior to the
completion of the deferred sales charge period, the maximum sales charge will
be 4.50% of the Public Offering Price. The upfront portion of the sales charge
will equal the difference between 4.5% of the Public Offering Price and any
remaining deferred sales charges. Unitholders that purchase more than 5,000
Units and certain classes of investors are entitled to purchase Units at
reduced sales charges as shown below.
<TABLE>
<CAPTION>
Total
Maximum
Number of Units Sales Charge
--------------- ------------
<S> <C>
Less than 5,000............................................ 4.50%
5,000 to 9,999............................................. 4.25%
10,000 to 24,999........................................... 4.00%
25,000 to 49,999........................................... 3.50%
50,000 to 99,999........................................... 2.50%
100,000 or more............................................ 1.50%
Wrap and Trust Account Purchases........................... 1.00%
</TABLE>
12
<PAGE>
For secondary market sales after the completion of the deferred sales charge
period for Nuveen Five-Year Sector Portfolios and Arvest Regional ImpactTM
Portfolios, the maximum sales charge will be a one-time charge of 4.5% of the
Public Offering Price. Unitholders that purchase more than 5,000 Units and
certain classes of investors are entitled to purchase Units at reduced sales
charges shown below. Secondary market sales charges are reduced by 1/2 of 1%
on each subsequent July 31, commencing July 31, 2000, to a minimum sales
charge of 3.0% of the Public Offering Price as shown below with reduced sales
charges for larger purchases and certain investors:
<TABLE>
<CAPTION>
Number of Units* Total Maximum Sales Charge
---------------- ------------------------------------------------------
4.5% 4.0% 3.5% 3.0%
---- ---- ---- ----
<S> <C> <C> <C> <C>
Less than 5,000 4.50 4.00 3.50 3.00
5,000 to 9,999 4.25 3.75 3.25 2.75
10,000 to 24,999 4.00 3.50 3.00 2.50
25,000 to 49,999 3.50 3.25 2.75 2.25
50,000 to 99,999 2.50 2.25 1.75 1.50
100,000 or more 1.50 1.25 1.00 0.75
Wrap and Trust Account Purchases 1.00 1.00 1.00 1.00
</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 Unitholders.
All Units are subject to the same deferred sales charges. When the
deferred charges exceed the maximum sales charge, Unitholders will
be given extra Units at the time of purchase.
Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than
20% of the total value of the Securities deposited in the Trust during the
primary offering period of the Trust.
At all times while Units are being offered for sale, the Trustee will
appraise or cause to be appraised daily the value of the underlying Securities
in each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time
on a day on which the New York Stock Exchange (the "Exchange") is scheduled in
advance to close at such earlier time and will adjust the Public Offering
Price of the Units commensurate with such appraisal ("Evaluation Time"). Such
Public Offering Price will be effective for all orders received by a dealer or
the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or on
a day when the Exchange is closed for a scheduled holiday or weekend, will be
held until the next determination of price.
The graduated sales charges for the primary offering period set forth in the
table provided in Part A of this Prospectus will apply on all applicable
purchases of Nuveen investment company securities on any one day by the same
purchaser in the amounts stated, and for this purpose purchases of a Trust
will be aggregated with concurrent purchases of any other Nuveen unit
investment trust or of shares of any open-end management investment company of
which the Sponsor is principal underwriter and with respect to the purchase of
which a sales charge is imposed. Purchases by or for the account of
individuals and their spouses, parents, children, grandchildren, grandparents,
parents-in-law, sons- and daughters-in-law, siblings, a sibling's spouse and a
spouse's siblings ("immediate family members") will be aggregated to determine
the applicable sales charge. The graduated sales charges are also applicable
to a trustee or other fiduciary purchasing securities for a single trust
estate or single fiduciary account.
Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trusts
with the sales charge applicable for "Rollover Purchases" as provided in "How
to Buy and Sell Units" in Part A of the Prospectus. The dealer concession for
such purchases will be that applicable to "Rollover Purchases".
13
<PAGE>
Units may be purchased with the applicable reduced sales charge provided for
"Wrap Account Purchases" under "How to Buy and Sell Units" in Part A of the
Prospectus or herein by (1) investors who purchase Units through registered
investment advisers, certified financial planners and registered broker-
dealers who in each case either charge periodic fees for financial planning,
investment advisory services, brokerage services, investment services or asset
management services, or provide such services in connection with the
establishment of an investment account for which a comprehensive "wrap fee"
charge is imposed, (2) bank trust departments investing funds over which they
exercise discretionary investment authority and that are held in a fiduciary,
agency, custodial or similar capacity, (3) any person who for at least 90
days, has been an officer, director or bona fide employee of any firm offering
Units for sale to investors, (4) officers and directors of bank holding
companies that make Units available directly or through subsidiaries or bank
affiliates, and (5) officers or directors and bona fide, full-time employees
of Nuveen, Nuveen Advisory Corp., Nuveen Institutional Advisory Corp.,
Rittenhouse Financial Services, Inc., The John Nuveen Company, The McGraw Hill
Companies Inc. ("McGraw-Hill") and Dow Jones & Company, Inc. ("Dow Jones"),
including in each case these individuals and their spouses, children, parents
and spouses' parents, however, purchases by parents, individuals associated
with McGraw-Hill and Dow Jones, and adult children who are not members of the
household of the officers, directors or full-time employees described above,
must be made through a registered broker-dealer and (6) any person who for at
least 90 days, has been an officer, director or bona fide employee of any
vendor who provides services to the Sponsor and who purchases Units through a
registered broker-dealer (collectively, the "Discounted Purchases"). (For
individuals associated with McGraw Hill this privilege is only available for
purchases of Units of the Nuveen-Standard & Poor's Quality Buyback Portfolio
and for individuals associated with Dow Jones this privilege is only available
for purchases of Units of the Nuveen--The Dow 5sm Portfolio and the Nuveen--
The Dow 10sm Portfolio). Notwithstanding anything to the contrary in this
Prospectus, investors who purchase Units as described in this paragraph will
not receive sales charge reductions for quantity purchases.
During the initial offering period, unitholders of any Nuveen-sponsored unit
investment trust may utilize their redemption or termination proceeds to
purchase Units of a Trust with the sales charge applicable for "Rollover
Purchases" as provided in "How to Buy and Sell Units" in Part A of the
Prospectus.
Whether or not Units are being offered for sale, the Trustee will determine
or cause to be determined the aggregate value of each Trust as of 4:00 p.m.
eastern time: (i) on each June 30 or December 31 (or, if such date is not a
business day, the last business day prior thereto), (ii) on any day on which a
Unit is tendered for redemption (or the next succeeding business day if the
date of tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")
Market for Units
During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust (generally
determined by the closing sale prices of listed Securities and the ask prices
of over-the-counter traded Securities). Afterward, although it is not
obligated to do so, the Sponsor may maintain a secondary market for Units of
each Trust at its own expense and continuously offer to purchase Units of each
Trust at prices, subject to change at any time, which are based upon the
aggregate underlying value of the Securities in a Trust (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 price at which the Sponsor expects to repurchase Units
(the "Sponsor's Repurchase Price") includes estimated organization costs per
Unit. After such period, the Sponsor's Repurchase Price will not include such
estimated organization costs. See "Risk/Return Summary--Fees and Expenses" in
Part A of the Prospectus. Unitholders who wish to dispose of their Units
should inquire of the Trustee or their broker as
14
<PAGE>
to the current Redemption Price. Units subject to a deferred sales charge
which are sold or tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be assessed the
amount of the remaining deferred sales charge at the time of sale or
redemption. (See "REDEMPTION.")
In connection with its secondary market making activities, the Sponsor may
from time to time enter into secondary market joint account agreements with
other brokers and dealers. Pursuant to such an agreement, the Sponsor will
generally purchase Units from the broker or dealer at the Redemption Price (as
defined in "REDEMPTION") and will place the Units into a joint account managed
by the Sponsor; sales from the account will be made in accordance with the
then current prospectus and the Sponsor and the broker or dealer will share
profits and losses in the joint account in accordance with the terms of their
joint account agreement.
In maintaining a market for the Units, the Sponsor will realize profits or
sustain losses in the amount of any difference between the price at which
Units are purchased and the price at which Units are resold or redeemed. The
secondary market Public Offering Price of Units may be greater or less than
the cost of such Units to the Sponsor.
Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (three business days after purchase) as the
Trustee can complete the mechanics of registration, normally within 48 hours
after registration instructions are received. Purchasers of Units to whom
Certificates are issued will be unable to exercise any right of redemption
until they have received their Certificates, properly endorsed for transfer.
(See "REDEMPTION.")
Evaluation of Securities at the Initial Date of Deposit
The prices of the Securities deposited in the Trusts included in Part A of
the Prospectus were determined by the Trustee.
The amount by which the Trustee's determination of the aggregate value of
the Securities deposited in the Trusts was greater or less than the cost of
such Securities to the Sponsor was profit or loss to the Sponsor. (See Part A
of this Prospectus.) The Sponsor also may realize further profit or sustain
further loss as a result of fluctuations in the Public Offering Price of the
Units. Cash, if any, made available to the Sponsor prior to the settlement
date for a purchase of Units, or prior to the acquisition of all Portfolio
securities by a Trust, may be available for use in the Sponsor's business, and
may be of benefit to the Sponsor.
Tax Status
The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986 (the "Code"). Unitholders should consult
their tax advisers in determining the Federal, state, local and any other tax
consequences of the purchase, ownership and disposition of Units in a Trust.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
The Trust will not be taxed as a corporation for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro rata
portion of the Securities and other assets held by the Trust, and as such you
will be considered to have received a pro rata share of income (i.e.,
interest, dividends and capital gains, if any) from each Security when such
income is considered to be received by the Trust. This is true even if you
elect to have your distributions automatically reinvested into additional
Units. In addition, the income from the Trust which you must take into account
for federal income tax purposes is not reduced by amounts used to pay Trust
expenses (including the deferred sales charge, if any).
15
<PAGE>
Tax Basis and Income or Loss upon Disposition
If your Trust disposes of Securities, you will generally recognize gain or
loss. If you dispose of your Units or redeem your Units for cash, you will also
generally recognize gain or loss. To determine the amount of this gain or loss,
you must subtract your tax basis in the related Securities from your share of
the total amount received in the transaction. You can generally determine your
initial tax basis in each Security or other Trust asset by apportioning the
cost of your Units, generally including sales charges, among each Security or
other Trust asset ratably according to their value on the date you purchase
your Units. In certain circumstances, however, you may have to adjust your tax
basis after you purchase your Units. For example, you will have to adjust your
tax basis after you acquire your Units to reflect original issue discount (and
possibly market discount or premium), as discussed below, or in the case of
certain dividends that exceed a corporation's accumulated earnings and profits.
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest tax
bracket). Net capital gain equals net long-term capital gain minus net short-
term capital loss for the taxable year. Capital gain or loss is long-term if
the holding period for the asset is more than one year and is short-term if the
holding period for the asset is one year or less. You must exclude the date you
purchase your Units to determine the holding period of your Units. The tax
rates for capital gains realized from assets held for one year or less are
generally the same as for ordinary income. The tax code may, however, treat
certain capital gains as ordinary income in special situations.
Discount, Accrued Interest and Premium
The Zero Coupon U.S. Treasury Obligations (the "Treasury Obligations") will
generally be treated as having original issue discount. This original issue
discount is generally equal to the difference between the amount payable on the
due date and your purchase price allocable to the Treasury Obligations.
Original issue discount accrues on a daily basis and is generally treated as
interest income for federal income tax purposes as it accrues. The basis of
your Units and of each Treasury Obligation must be increased as original issue
discount accrues. The rules relating to original issue discount are very
complex and special rules apply in numerous circumstances. You should consult
your tax advisor with respect to the accrual of original issue discount.
In-Kind Distributions
Under certain circumstances, you may request a distribution of Securities (an
"In-Kind Distribution") when you redeem your Units or at a Trust's termination.
If you request an In-Kind Distribution you will be responsible for any expenses
related to this distribution. By electing to receive an In-Kind Distribution,
you will receive whole shares of stock and Treasury Obligations possibly, cash.
You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by a Trust. However,
if you also receive cash in exchange for a fractional share of a Security held
by a Trust, you will generally recognize gain or loss based on the difference
between the amount of cash you receive and your tax basis in such fractional
share of the Security.
Limitations on the Deductibility of Trust Expenses
Generally, for federal income tax purposes, you must take into account your
full pro rata share of the Trust's income, even if some of that income is used
to pay Trust expenses. You may deduct your pro rata share of each expense paid
by the Trust to the same extent as if you directly paid the expense. You may,
however, be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions. Individuals may only deduct certain
miscellaneous itemized deductions to the extent they exceed 2% of adjusted
gross income.
16
<PAGE>
Foreign, State and Local Taxes
Some distributions by the Trust may be subject to foreign withholding taxes.
Any income withheld will nevertheless be treated as income to you. However,
because you are deemed to have paid directly your share of foreign taxes that
have been paid or accrued by the Trust, you may be entitled to a foreign tax
credit or deduction for U.S. tax purposes with respect to such taxes.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trusts
for New York tax matters, under the existing income tax laws of the State of
New York, each Trust is not an association taxable as a corporation and the
income of each Trust will be treated as the income of the Unitholders thereof.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation
in New York or in other jurisdictions and should consult their own tax
advisers in this regard. As used herein, the term "U.S. Unitholder" means an
owner of a Unit in a Trust that (a) is (i) for United States federal income
tax purposes a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof, or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unitholder in
paragraph (a) but whose income from a Unit is effectively connected with such
Unitholder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States whose income and gain on
the Units will be taxable. Unitholders should consult their tax advisers
regarding potential foreign, state or local taxation with respect to the
Units.
Retirement Plans
Units of the Trusts may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement plans.
Generally the Federal income tax relating to capital gains and income received
in each of the foregoing plans is deferred until distributions are received.
Distributions from such plans are generally treated as ordinary income but
may, in some cases, be eligible for special averaging or tax-deferred rollover
treatment. Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
Such plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
Trust Operating Expenses
No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus for
maintaining surveillance over the portfolio and for performing certain
administrative services for the Trust (the "Sponsor's Supervisory Fee"). In
providing such supervisory services, the Sponsor may purchase research from a
variety of sources, which may include dealers of the Trusts. If so provided in
Part A of the Prospectus, the Sponsor may also receive an annual fee for
providing bookkeeping and administrative services for a Trust (the
"Bookkeeping and Administrative Fee"). Such services include, but are not
limited to, the preparation of comprehensive tax statements and providing
account information to the Unitholders. If so provided in Part A of the
Prospectus, the Evaluator may also receive an annual fee for performing
evaluation services for the Trusts (the "Evaluator's Fee"). In addition, if so
provided in Part A of the Prospectus, a Trust may be charged an annual
licensing fee to cover licenses for the use of service marks, trademarks and
trade names and/or for the use of databases and research. Estimated annual
Trust expenses are as set forth in Part A of this Prospectus; if actual
expenses are higher than the estimate, the excess will be borne by the Trust.
The estimated expenses do not include the brokerage commissions and other
transactional fees payable by the Trust in purchasing and selling Securities.
17
<PAGE>
Creation and Development Fee. As set forth in Part A of the Prospectus, the
Sponsor will also receive a fee from a Trust for creating and developing the
Trust, including determining the Trust objectives, policies, composition and
size, selecting service providers and information services and for providing
other similar administrative and ministerial functions. The Trust pays this
"creation and development fee" as a percentage of the Trust's average daily
net asset value during the life of the Trust. In connection with the creation
and development fee, in no event will the Sponsor collect over the life of the
Trust more than the amount provided in Part A of the Prospectus. The Sponsor
will not use this fee to pay distribution expenses or as compensation for
sales efforts.
The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Risk/Return Summary--Fees and Expenses" appearing in
Part A of this Prospectus. The Trustee's Fee may be periodically adjusted in
response to fluctuations in short-term interest rates (reflecting the cost to
the Trustee of advancing funds to a Trust to meet scheduled distributions). In
addition, the Sponsor's Supervisory Fee, Bookkeeping and Administrative Fee,
Evaluator's Fee and the Trustee's Fee may be adjusted in accordance with the
cumulative percentage increase of the United States Department of Labor's
Consumer Price Index entitled "All Services Less Rent of Shelter" since the
establishment of the Trusts. In addition, with respect to any fees payable to
the Sponsor or an affiliate of the Sponsor for providing bookkeeping and other
administrative services, supervisory services and evaluation services, such
individual fees may exceed the actual costs of providing such services for a
Trust, but at no time will the total amount received for such services, in the
aggregate, rendered to all unit investment trusts of which John Nuveen & Co.
Incorporated is the Sponsor in any calendar year exceed the actual cost to the
Sponsor or its affiliates of supplying such services, in the aggregate, in
such year. The Trustee has the use of funds, if any, being held in the Income
and Capital Accounts of each Trust for future distributions, payment of
expenses and redemptions. These Accounts are non-interest bearing to
Unitholders. Pursuant to normal banking procedures, the Trustee benefits from
the use of funds held therein. Part of the Trustee's compensation for its
services to the Trusts is expected to result from such use of these funds.
The following are additional expenses of the Trusts and, when paid by or are
owed to the Trustee, are secured by a lien on the assets of the Trust or
Trusts to which such expenses are allocable: (1) the expenses and costs of any
action undertaken by the Trustee to protect the Trusts and the rights and
interests of the Unitholders; (2) all taxes and other governmental charges
upon the Securities or any part of the Trusts (no such taxes or charges are
being levied or made or, to the knowledge of the Sponsor, contemplated); (3)
amounts payable to the Trustee as fees for ordinary recurring services and for
extraordinary non-recurring services rendered pursuant to the Indenture, all
disbursements and expenses, including counsel fees (including fees of counsel
which the Trustee may retain) sustained or incurred by the Trustee in
connection therewith; and (4) any losses or liabilities accruing to the
Trustee without negligence, bad faith or willful misconduct on its part. The
expenses are paid monthly and the Trustee is empowered to sell Securities in
order to pay these amounts if funds are not otherwise available in the
applicable Income and Capital Accounts.
Unless the Sponsor determines that an audit is not required, the Indenture
requires each Trust to be audited on an annual basis at the expense of the
Trust by independent public accountants selected by the Sponsor. The Trustee
shall not be required, however, to cause such an audit to be performed if its
cost to a Trust shall exceed $.05 per Unit on an annual basis. Unitholders of
a Trust covered by an audit may obtain a copy of the audited financial
statements upon request.
Distributions to Unitholders
The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
18
<PAGE>
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will be distributed on the last day of each month
if the amount available for distribution equals at least $1.00 per 100 Units
("Capital Distribution Dates") to Unitholders of record on the fifteenth day
of each applicable month ("Capital Record Dates"). The Trustee is not required
to pay interest on funds held in the Capital Account of a Trust (but may
itself earn interest thereon and therefore benefit from the use of such
funds). A Unitholder's pro rata portion of the Capital Account, less expenses,
will be distributed as part of the final liquidation distribution.
It is anticipated that the deferred sales charge will be collected from the
Capital Account of the Trusts and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent that
amounts in the Capital Account are insufficient to satisfy the then current
deferred sales charge obligation, Securities may be sold to meet such
shortfall. Distributions of amounts necessary to pay the deferred portion of
the sales charge will be made to an account designated by the Sponsor for
purposes of satisfying a Unitholder's deferred sales charge obligations.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the Unitholder's tax
identification number in the manner required by such regulations. Any amount
so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances, the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order to avoid this
possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one should be provided as soon as possible.
Within a reasonable time after a Trust is terminated, each Unitholder who is
not a Rollover Unitholder will, upon surrender of his Units for redemption,
receive (i) the pro rata share of the amounts realized upon the disposition of
Securities, unless he or she elects an In-Kind Distribution as described under
"REDEMPTION" and (ii) a pro rata share of any other assets of such Trust, less
expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (e.g., return of
capital, etc.) are credited to the Capital Account of a Trust.
The Trustee may establish reserves (the "Reserve Account") within a Trust
for state and local taxes, if any, and any governmental charges payable out of
such Trust.
Distribution Reinvestment. Any Unitholder may elect to have each
distribution on Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in
additional Units of such Trust without additional sales charges. If you elect
to have distributions reinvested into additional Units of your Trust, in
addition to the reinvestment Units you receive you will also be credited
additional Units with a dollar value at the time of reinvestment sufficient to
offset the amount of any remaining deferred sales charge to be collected on
such reinvestment Units. The dollar value of these additional Units (as with
all Units) will fluctuate over time. Each person who purchases Units of a
Trust may elect to participate in the reinvestment option by notifying the
Trustee in writing of their election. Reinvestment may not be available in all
states. Notification to the Trustee must be received within one year after the
Initial Date of Deposit. So long as the election is received by the Trustee at
least 10 days prior to the Record Date for a given distribution, each
subsequent distribution of income and/or capital, as selected by the
Unitholder, will be automatically applied by the Trustee to purchase
additional Units of a Trust. It should be remembered that even if
distributions are reinvested, they are still treated as distributions for
income tax purposes.
19
<PAGE>
Accumulation Plan
The Sponsor is also the principal underwriter of several open-end mutual
funds (the "Accumulation Funds") into which Unitholders may choose to reinvest
Trust distributions. Unitholders may elect to reinvest income and capital
distributions automatically, without any sales charge. Each Accumulation Fund
has investment objectives which differ in certain respects from those of the
Trusts and may invest in Securities which would not be eligible for deposit in
the Trusts. Further information concerning the Accumulation Plan and a list of
Accumulation Funds is set forth in the Information Supplement of this
Prospectus, which may be obtained by contacting the Trustee at (800) 257-8787.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and income or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units
in cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. There will be no
charge or other penalty for such change of election or termination. The
character of Trust distributions for income tax purposes will remain unchanged
even if they are reinvested in an Accumulation Fund.
Reports to Unitholders
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trusts.
Unit Value and Evaluation
The value of a Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities not applied to the purchase of such Securities; (2) the aggregate
value of the Securities held in the Trust, as determined by the Evaluator on
the basis of the aggregate underlying value of the Securities in the Trust
next computed; (3) dividends receivable on the Securities trading ex-dividend
as of the date of computation; and (4) all other assets of the Trust; and
deducting therefrom: (1) amounts representing any applicable taxes or
governmental charges and amounts due the Sponsor or Trustee for
indemnification or extraordinary expenses payable out of such Trust for which
no deductions had been made for the purpose of additions to the Reserve
Account; (2) any amounts owing to the Trustee for its advances; (3) an amount
representing estimated accrued expenses of the Trust, including, but not
limited to, unpaid fees and expenses of the Trustee (including legal fees) and
the Sponsor; (4) amounts representing unpaid organization costs; (5) cash held
for distribution to Unitholders of record of the Trust or for redemption of
tendered Units as of the business day prior to the evaluation being made; and
(6) other liabilities incurred by the Trust. The result of such computation is
divided by the number of Units of such Trust outstanding as of the date
thereof and rounded to the nearest cent to determine the per Unit value ("Unit
Value") of such Trust. The Trustee may determine the aggregate value of the
Securities in the Trust in the following manner: if the
20
<PAGE>
Securities are listed on a foreign or U.S. securities exchange or The NASDAQ
Stock Market, Inc. ("listed Securities"), this evaluation is generally based on
the most recent closing sale price prior to or on the Evaluation Time on that
exchange or that system where the Securities are principally traded (if a
listed Security is listed on the New York Stock Exchange ("NYSE") the closing
sale price on the NYSE shall apply) or, if there is no closing sale price on
that exchange or system, at the closing bid prices (ask prices for primary
market purchases). If the Securities are not so listed, the evaluation shall
generally be based on the current bid prices (ask prices for primary market
purchases) on the over-the-counter market (unless it is determined that these
prices are inappropriate as a basis for valuation). If current bid prices (ask
prices for primary market purchases) are unavailable, the evaluation is
generally determined (a) on the basis of current bid prices (ask prices for
primary market purchases) for comparable securities, (b) by appraising the
value of the Securities on the bid side (ask side for primary market purchases)
of the market or (c) by any combination of the above. For foreign Securities
the aggregate underlying value of the Securities during the initial offering
period is computed on the basis of the offering side value of the relevant
currency exchange rate expressed in U.S. dollars as of the Evaluation Time.
After the initial offering period has ended, the aggregate underlying value of
the foreign Securities is computed on the basis of the bid side value of the
relevant currency exchange rate expressed in U.S. dollars as of the Evaluation
Time.
For Treasury Obligations, an Evaluation as described above shall be based (a)
on the basis of the current bid price (offering prices for primary market
purchases) on the over-the-counter market (unless the Evaluator deems such
price inappropriate as a basis for evaluation), (b) on the basis of current bid
prices (offering prices for primary market purchases) for the Treasury
Obligations as obtained from investment dealers or brokers who customarily deal
in securities comparable to those held by the Trust, (c) if bid prices
(offering prices for primary market purchases) are not available for Treasury
Obligations, on the basis of bid prices (offering prices for primary market
purchases) for comparable securities, (d) by determining the valuation of the
Treasury Obligations on the bid side (offering side for primary market
purchases) of the market by appraisal, or (e) by any combination of the above.
However, if Treasury Obligations are sold on such day, then such Evaluation for
the Treasury Obligations shall be the weighted average of the execution prices
for all Treasury Obligations sold on such day.
Except in those cases in which the Securities are listed on a national or
foreign securities exchange or The NASDAQ Stock Market, Inc., and the closing
sales prices are used and except for Trust Fund Evaluations required by the
Indenture in determining Redemption Price, during the initial offering period,
the evaluations of the Securities shall generally be made in the manner
described above based on the closing ask or offering prices of the Securities
rather than the closing bid prices and on current offering side exchange rates.
With respect to any Security not listed on a foreign or U.S. securities
exchange or The NASDAQ Stock Market, Inc. or, with respect to a Security so
listed but in the unusual circumstance in which the Evaluator deems the closing
sale price on the relevant exchange to be inappropriate as a basis for
valuation, upon the Evaluator request, the Sponsor shall, from time to time,
designate one or more evaluation services or other sources of information on
which the Evaluator shall be authorized conclusively to rely in evaluating such
Security, and the Evaluator shall have no liability for any errors in the
information so received. The cost thereof shall be an expense reimbursable to
the Trustee from the Income and Capital Accounts.
Distributions of Units to the Public
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.
Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more
21
<PAGE>
commercial banks under an agreement to release such Units from time to time as
needed for distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
IRA purchases), whichever is less. The Sponsor reserves the right to reject,
in whole or in part, any order for the purchase of Units.
The Sponsor plans to allow a discount to brokers and dealers in connection
with the distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.
The Sponsor may maintain a secondary market for Units of each Trust. See
"MARKET FOR UNITS."
The Sponsor reserves the right to change the amount of the dealer
concessions set forth in Part A of this Prospectus from time to time.
For Units purchased during the initial offering period by Unitholders who
utilize redemption or termination proceeds from other Nuveen-sponsored unit
investment trusts and receive the sales charge applicable for "Rollover
Purchases" as described in Part A of the Prospectus, dealers are entitled to
receive the concession applicable for "Rollover Purchases" as provided in Part
A of the Prospectus.
Initially, for Nuveen Five-Year Sector Portfolios, Nuveen Five-Year Legacy
Portfolios and Arvest Regional ImpactTM Portfolios, the Sponsor plans to allow
a concession to selling dealers in the secondary market of 3.5% of the Public
Offering Price for non-breakpoint purchases 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 Wrap
Account Purchases and to other investors entitled to the sales charge
reduction applicable for Wrap Account Purchases as provided in "PUBLIC
OFFERING PRICE", as shown below. Commencing with the last day of the month
following the end of the deferred sales charge period, the concession will be
65% of the then current maximum sales charge at the appropriate breakpoint
level.
<TABLE>
<CAPTION>
%
Discount
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
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 you and may result in a reduction in
the discount per Unit.
Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of the Nuveen--The Dow 5SM Portfolios and Nuveen--The
Dow 10SM Portfolios sold in the primary market from January 3, 2000 through
December 31, 2000 (the "Incentive Period"), as set forth in the table below.
Eligible Dealer Firms are dealers that are providing marketing support for
Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to
22
<PAGE>
broker/dealer firms. For firms that meet the necessary volume level, volume
incentives may be given on all trades involving the applicable trusts
originated from or by that firm during such trusts' primary offering period.
<TABLE>
<CAPTION>
Total dollar amount sold
over Incentive Period Volume Incentive
---------------------------- ----------------------------------------------------
<S> <C>
$ 10,000,000 to $ 49,999,999 0.10% on sales up to $49,999,999
$ 50,000,000 to $ 99,999,999 0.15% on sales between $50,000,000 and $99,999,999
$100,000,000 to $199,999,999 0.20% on sales between $100,000,000 and $199,999,999
$200,000,000 or more 0.25% on sales over $200,000,000
</TABLE>
In addition, volume incentives can be earned as a marketing allowance by
Eligible Dealer Firms who reach cumulative firm sales or sales arrangement
levels of a specified dollar amount of Nuveen unit trusts (other than any
series of the Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM
Portfolios) sold in the primary or secondary market during any quarter as set
forth in the table below. For purposes of determining the applicable volume
incentive rate for a given quarter, the dollar amount of all units sold over
the current and three previous quarters (the "Measuring Period") is aggregated.
The volume incentive received by the dealer firm will equal the dollar amount
of units sold during the current quarter times the highest applicable rate for
the Measuring Period. For firms that meet the necessary volume level, volume
incentives may be given on all applicable trades originated from or by that
firm.
<TABLE>
<CAPTION>
Total dollar amount sold
over Measuring Period Volume Incentive
-------------------------- --------------------------------
<S> <C>
$ 5,000,000 to $ 9,999,999 0.10% of current quarter sales
$10,000,000 to $19,999,999 0.125% of current quarter sales
$20,000,000 to $49,999,999 0.1375% of current quarter sales
$50,000,000 or more 0.15% of current quarter sales
</TABLE>
Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.
Firms are not entitled to receive any dealer concession or volume incentives
for any sales made to investors which qualified as Discounted Purchases (as
defined in "PUBLIC OFFERING PRICE") during the primary or secondary market.
(See "PUBLIC OFFERING PRICE.")
Ownership and Transfer of Units
The ownership of Units is evidenced by registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of the Trustee. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee the
Certificate along with a written request that the Units represented by such
Certificate be held in book entry form. Likewise, a Unitholder who holds Units
in book entry form may obtain a Certificate for such Units by written request
to the Trustee. Units may be held in denominations of one Unit or any multiple
or fraction thereof. Fractions of Units are computed to three decimal places.
Any Certificates issued will be numbered serially for identification, and are
issued in fully registered form, transferable only on the books of the Trustee.
Book entry Unitholders will receive a Book Entry Position Confirmation
reflecting their ownership.
23
<PAGE>
Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering such
Certificate(s) to the Trustee, The Chase Manhattan Bank, at 4 New York Plaza,
New York, NY 10004-2413, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s) must
be guaranteed by a guarantor acceptable to the Trustee. 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. Mutilated Certificates must be
surrendered to the Trustee in order for a replacement Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge
which may be imposed in connection therewith.
Replacement of Lost, Stolen or Destroyed Certificates
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of Indemnification.
The premium for such an indemnity bond may vary, but currently amounts to 1% of
the market value of the Units represented by the Certificate. In the case
however, of a Trust as to which notice of termination has been given, the
premium currently amounts to 0.5% of the market value of the Units represented
by such Certificate.
Redemption
Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at 4 New York Plaza, New York NY 10004-2413 (redemptions of
1,000 Units or more will require a signature guarantee), (2) in the case of
Units evidenced by a Certificate, by also tendering such Certificate to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signatures guaranteed as explained above, or provide satisfactory indemnity
required in connection with lost, stolen or destroyed Certificates and (3)
payment of applicable governmental charges, if any. Certificates should be sent
only by registered or certified mail to minimize the possibility of their being
lost or stolen. (See "OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will
be charged. A Unitholder may authorize the Trustee to honor telephone
instructions for the redemption of Units held in book entry form. Units
represented by Certificates may not be redeemed by telephone. The proceeds of
Units redeemed by telephone will be sent by check either to the Unitholder at
the address specified on his account or to a financial institution specified by
the Unitholder for credit to the account of the Unitholder. A Unitholder
wishing to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on file,
the Trustee will honor telephone redemption requests by any authorized person.
The time a telephone redemption request is received determines the "date of
tender" as discussed below. The redemption proceeds will be mailed within three
business days following the telephone redemption request. Only Units held in
the name of individuals may be redeemed by telephone; accounts registered in
broker name, or accounts of corporations or fiduciaries (including among
others, trustees, guardians, executors and administrators) may not use the
telephone redemption privilege.
On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee,
24
<PAGE>
as of 4:00 p.m. eastern time, or as of any earlier closing time on a day on
which the Exchange is scheduled in advance to close at such earlier time, on
the date of tender as defined hereafter ("Redemption 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, 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. The
price received upon redemption may be more or less than the amount paid by the
Unitholder depending on the value of the Securities on the date of tender.
Units subject to a deferred sales charge which are tendered for redemption
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge
at the time of redemption. In addition, in the event of the death of a
Unitholder within the one-year period prior to redemption, any deferred sales
charge remaining at the time of redemption shall be waived. Unitholders should
check with the Trustee or their broker to determine the Redemption Price
before tendering Units.
The "date of tender" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that a
redemption request received after 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the Exchange is scheduled in advance to close
at such earlier time, or on any day on which the Exchange is normally closed,
the date of tender is the next day on which such Exchange is normally open for
trading and such request will be deemed to have been made on such day and the
redemption will be effected at the Redemption Price computed on that day.
If so provided in Part A of the Prospectus, any Unitholder tendering at
least 1,000 Units of a Trust for redemption or whose Units are worth $10,000
may request by written notice submitted at the time of tender from the
Trustee, in lieu of a cash redemption, a distribution of shares of Securities
in an amount and value of Securities per Unit equal to the Redemption Price
Per Unit, as determined as of the evaluation next following tender. In-kind
distributions ("In-Kind Distributions") shall be made by the Trustee through
the distribution of each of the Securities in book-entry form to the account
of the Unitholder's bank or broker/dealer at the Depository Trust Company. An
In-Kind Distribution will be reduced by customary transfer and registration
charges. The tendering Unitholder will receive his pro rata number of whole
shares of each of the Securities comprising a portfolio and cash from the
Capital Account equal to the fractional shares to which the tendering
Unitholder is entitled. The Trustee may adjust the number of shares of any
issue of Securities included in a Unitholder's In-Kind Distribution to
facilitate the distribution of whole shares, such adjustment to be made on the
basis of the value of Securities on the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities in the manner
described below.
Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn from
the Income Account of a Trust to the extent that funds are available for such
purpose, or from the Capital Account. All other amounts paid on redemption
shall be withdrawn from the Capital Account.
The Trustee is empowered to sell Securities of the Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized.
25
<PAGE>
The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of the Trust. After 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 will not include estimated
organization costs. See "Risk/Return Summary--Fees and Expenses" in Part A of
the Prospectus. See "UNIT VALUE AND EVALUATION" for a more detailed discussion
of the factors included in determining Unit Value. The Redemption Price per
Unit will be assessed the amount, if any, of the remaining deferred sales
charge at the time of redemption.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on the New York Stock Exchange is
restricted or any emergency exists, as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities and
Exchange Commission for an order permitting a full or partial suspension of
the right of Unitholders to redeem their Units. The Trustee is not liable to
any person in any way for any loss or damage which may result from any such
suspension or postponement.
Special Redemption, Liquidation and Investment in a New Trust
If so provided in Part A of the Prospectus for applicable Strategy Trusts,
it is expected that a special redemption and liquidation will be made of all
Units of a Trust held by any Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee in writing by the appropriate Rollover
Notification Date specified in "Rollover Trusts" in Part A of this Prospectus
that he or she desires to participate as a Rollover Unitholder.
All Units of Rollover Unitholders will be redeemed In-Kind during the
appropriate Special Redemption and Liquidation Period as determined by the
Sponsor and the underlying Securities will be distributed to the Distribution
Agent (currently the Trustee) on behalf of the Rollover Unitholders. During
the Special Redemption and Liquidation Period (as set forth in "Rollover
Trusts" in Part A of the Prospectus), the Distribution Agent will be required
to sell all of the underlying Securities on behalf of Rollover Unitholders.
The sales proceeds will be net of brokerage fees, governmental charges or any
expenses involved in the sales.
The Distribution Agent may engage the Sponsor, as its agent, or other
brokers to sell the distributed Securities. The Securities will be sold as
quickly as is practicable during the appropriate Special Redemption and
Liquidation Period. The Sponsor does not anticipate that the period will be
longer than one or two days, given that the Securities are usually highly
liquid. The liquidity of any Security depends on the daily trading volume of
the Security and the amount that the Sponsor has available for sale on any
particular day.
The Rollover Unitholders' proceeds will be invested in a New Trust or a
trust with a similar investment strategy (as selected by the Unitholder), if
then registered and being offered. The proceeds of redemption will be used to
buy New Trust units as the proceeds become available. Any Rollover Unitholder
may thus be redeemed out of a Trust and become a holder of an entirely
different trust, a New Trust, with a different portfolio of Securities. In
accordance with the Rollover Unitholders' offer to purchase the New Trust
units, the proceeds of the sales (and any other cash distributed upon
redemption) are expected to be invested in a New Trust, at the public offering
price, including the applicable sales charge per Unit specified in Part A of
that trust's Prospectus.
The Sponsor intends to create the New Trust units as quickly as possible,
depending upon the availability and reasonably favorable prices of the
Securities included in a New Trust portfolio, and it is
26
<PAGE>
intended that Rollover Unitholders will be given first priority to purchase
the New Trust units. The Sponsor may also permit Rollover Unitholders to elect
to have their proceeds invested in a trust with a similar investment strategy,
if such trust is then registered in the Unitholder's state of residence and
being offered. There can be no assurance, however, as to the exact timing of
the creation of the New Trust units or the aggregate number of New Trust units
which the Sponsor will create. The Sponsor may, in its sole discretion, stop
creating new units (whether permanently or temporarily) at any time it
chooses, regardless of whether all proceeds of the Special Redemption and
Liquidation have been invested on behalf of Rollover Unitholders. Cash which
has not been invested on behalf of the Rollover Unitholders in New Trust units
will be distributed within a reasonable time after such occurrence. However,
since the Sponsor can create units, the Sponsor anticipates that sufficient
units can be created, although moneys in a New Trust may not be fully invested
on the next business day.
The process of redemption, liquidation, and investment in a New Trust is
intended to allow for the fact that the portfolios selected by the Sponsor are
chosen on the basis of growth potential only for the life of the Trust, at
which point a new portfolio is chosen. A similar process of redemption,
liquidation and investment in a New Trust may be available prior to the
Mandatory Termination Date of the Trust.
It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Liquidation but, in certain
circumstances, will not be entitled to a deduction for certain capital losses
and, due to the procedures for investing in a New Trust, no cash would be
distributed at that time to pay any taxes. Included in the cash for the
Special Redemption and Liquidation may be an amount of cash attributable to a
Unitholder's final distribution of dividend income; accordingly, Rollover
Unitholders also will not have cash from this source distributed to pay any
taxes. (See "TAX STATUS.") Recently, legislation has been enacted that reduces
the maximum stated marginal tax rate for certain capital gains for investments
held for more than 1 year to 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Potential investors should consult their tax advisors
regarding the potential effect of the Act on their investment in Units. In
addition, it should be noted that legislative proposals are introduced from
time to time that affect tax rates and could affect relative differences at
which ordinary income and capital gains are taxed.
In addition, during this period a Unitholder will be at risk to the extent
that Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been invested; for this
reason, the Sponsor will be inclined to sell and purchase the Securities in as
short a period as it can without materially adversely affecting the price of
the Securities.
Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated ("Remaining Unitholders") will not
realize capital gains or losses due to the Special Redemption and Liquidation,
and will not be charged any additional sales charge.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the New Trusts or any subsequent series of the Trusts, without penalty
or incurring liability to any Unitholder. If the Sponsor so decides, the
Sponsor shall notify the Unitholders before the appropriate Special Redemption
and Liquidation Period. All Unitholders will then be remaining Unitholders,
with rights to ordinary redemption as before. (See "REDEMPTION.") The Sponsor
may modify the terms of the New Trusts or any subsequent series of the Trusts.
The Sponsor may also modify, suspend or terminate the Rollover Option or any
exchange option without notice except in certain limited circumstances.
However, generally, the termination of the Rollover Option or an exchange
option or a material amendment to such options requires notice of at least 60
days prior to the effective date of such termination or amendment.
27
<PAGE>
Purchase of Units by the Sponsor
The Trustee will notify the Sponsor of any tender of Units for redemption. If
the Sponsor's bid in the secondary market at that time equals or exceeds the
Redemption Price it may purchase such Units by notifying the Trustee before the
close of business on the second succeeding business day and by making payment
therefor to the Unitholder not later than the day on which payment would
otherwise have been made by the Trustee. (See "REDEMPTION.") The Sponsor's
current practice is to bid at the Redemption Price in the secondary market.
Units held by the Sponsor may be tendered to the Trustee for redemption as any
other Units.
Removal of Securities from the Trusts
The portfolios of the Trusts are not "managed" by the Sponsor or the Trustee;
their activities described herein are governed solely by the provisions of the
Indenture. The Indenture provides that the Sponsor may (but need not) direct
the Trustee to dispose of a Security in the following circumstances: (1) the
issuer defaults in the payment of a dividend that has been declared and is due
and payable; (2) any action or proceeding has been instituted restraining the
payment of dividends or there exists any legal question or impediment affecting
such Security; (3) the issuer of the Security has breached a covenant or
warranty which would affect the payments of dividends, the credit standing of
the issuer or otherwise impair the sound investment character of the Security;
(4) the issuer has defaulted on the payment on any other of its outstanding
obligations; (5) the price of the Security declined to such an extent or other
such credit factors exist so that in the opinion of the Sponsor, the retention
of such Securities would be detrimental to a Trust; (6) all Securities in the
Trust will be sold pursuant to the Trust's termination; (7) the sale of
Securities is required when Units are tendered for redemption; (8) the sale of
Securities is necessary to maintain the Trust as a "regulated investment
company" if the Trust has made such election; (9) there has been a public
tender offer made to a Security or a merger or acquisition is announced
affecting a Security, and that in the Sponsor's opinion the sale or tender of
the Security is in the best interest of Unitholders; or (10) for such other
reasons provided in the Prospectus or the Indenture. Except as stated in this
Prospectus, the acquisition by a Trust of any securities or other property
other than the Securities is prohibited. Pursuant to the Indenture and with
limited exceptions, the Trustee may sell any securities or other property
acquired in exchange for Securities such as those acquired in connection with a
merger or other transaction. If offered such new or exchanged securities or
properties, the Trustee shall reject the offer. However, in the event such
securities or property are nonetheless acquired by a Trust, they may be
accepted for deposit in a Trust and either sold by the Trustee or held in a
Trust pursuant to the direction of the Sponsor. Proceeds from the sale of
Securities by the Trustee are credited to the Capital Account of a Trust for
distribution to Unitholders or to meet redemptions.
The Trustee may also sell Securities designated by the Sponsor, or if not so
directed, in its own discretion, for the purpose of redeeming Units of a Trust
tendered for redemption and the payment of expenses.
The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities. To the extent this is not practicable, the composition and
diversity of the Securities may be altered. In order to obtain the best price
for a Trust, it may be necessary for the Sponsor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. The
Sponsor may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of broker/dealers
to execute a Trust's portfolio transactions.
28
<PAGE>
Information about the Trustee
The Trustee is The Chase Manhattan Bank. Its address is 4 New York Plaza, New
York, NY 10004-2413. The Trustee is subject to supervision and examination by
the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. The Trustee shall not
be liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the Sponsor to
act under the Indenture, the Trustee may act thereunder and shall not be liable
for any action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust which
the Trustee may be required to pay under any present or future law of the
United States of America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.
Successor Trustees and Sponsors
The Trustee or any successor trustee may resign by executing an instrument of
resignation in writing and filing same with the Sponsor and mailing a copy of a
notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or
a receiver or other public officer shall take charge of its property or
affairs, the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee
accepts its appointment as such. Any successor trustee shall be a corporation
authorized to exercise corporate trust powers, having capital, surplus and
undivided profits of not less than $5,000,000. Any corporation into which a
trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which a trustee shall be a party,
shall be the successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of a
successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
Information about the Sponsor
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for investors seeking to build and sustain their wealth. More than 1.5
million investors have entrusted Nuveen to help them maintain the lifestyle
they currently enjoy.
29
<PAGE>
To meet the unique circumstances and financial planning needs of our
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, defined portfolios,
exchange-traded funds, customized asset management services and cash management
products.
Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal offices located in Chicago (333 West Wacker
Drive). Nuveen maintains six regional offices.
To help advisors and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may
advertise and create specific investment programs and systems. For example,
such activities may include presenting information on how to use an investment
in the Trust, alone or in combination with an investment in other mutual funds
or unit investment trusts sponsored by Nuveen, to accumulate assets for future
education needs or periodic payments such as insurance premiums. The Sponsor
may produce software or additional sales literature to promote the advantages
of using the Trusts to meet these and other specific investor needs.
In advertising and sales literature, the Sponsor may provide or compare the
performance of a given investment strategy, collection of Trusts or a Trust
sponsored by the Sponsor with that of, or reflect the performance of: (1) the
Consumer Price Index; (2) equity unit trusts of the Sponsor or other unit trust
providers; (3) equity mutual funds or mutual fund indices as reported by
various independent services which monitor the performance of mutual funds, or
other industry or financial publications such as Barron's, Changing Times,
Forbes and Money Magazine; and/or (4) the S&P 500 Index or other unmanaged
indices and investment strategies. Advertisements involving these indices,
investments or strategies may reflect performance over different periods of
time by means of aggregate, average, year-by-year, or other types of total
return and performance figures. Any given performance quotation or performance
comparison should not be considered as representative of the performance of the
Trusts for any future period. Such advertising may also reflect the standard
deviation or beta of the index, investment or strategy returns for any period.
The calculation of standard deviation is sometimes referred to as the "Sharpe
measure" of return.
Information about the Evaluator
The Trustee will serve as Evaluator of the Trusts. For the Sector Trusts, the
Sponsor intends to replace the Trustee as Evaluator during the life of the
Trusts.
The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made in good faith
upon the basis of the best information available to it, provided, however, that
the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
30
<PAGE>
FORTUNE License Agreement
The Nuveen-FORTUNE America's Most Admired Companies Portfolio (the "Product")
is not sponsored, endorsed, sold or promoted by FORTUNE Magazine ("Fortune").
Fortune makes no representation or warranty, express or implied, to the owners
of the Product or any member of the public regarding the advisability of
investing in securities generally or in the Product particularly. Fortune's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of Fortune and the America's Most Admired Companies list. This list
is determined and composed by Fortune without regard to the Licensee or the
Product. Fortune has no obligation to take the needs of the Licensee or the
owners of the Product into consideration in determining, composing or
calculating the Fortune Most Admired Companies list. Fortune is not responsible
for and has not participated in the determination of the prices and amount of
the Product or the timing of the issuance or sale of the Product or in the
determination or calculation of the equation by which the Product is to be
converted into cash. Fortune has no obligation or liability in connection with
the administration, marketing or trading of the Product.
FORTUNE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE AMERICA'S MOST ADMIRED COMPANIES LIST. FORTUNE MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE AMERICA'S MOST
ADMIRED COMPANIES LIST. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL FORTUNE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
Other Information
Amendment of Indenture
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended, without the consent
of 100% of the Unitholders, to permit the deposit or acquisition of securities
either in addition to, or in substitution for any of the Securities initially
deposited in any Trust except as stated in "COMPOSITION OF TRUSTS" regarding
the creation of additional Units and the limited right of substitution of
Replacement Securities, except for the substitution of refunding securities
under certain circumstances or except as otherwise provided in this Prospectus.
The Trustee shall advise the Unitholders of any amendment requiring the consent
of Unitholders, or upon request of the Sponsor, promptly after execution
thereof.
Termination of Indenture
The Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding.
The Trust may also be liquidated by the Trustee when the value of such Trust,
as shown by any evaluation, is less than 20% of the total value of the
Securities deposited in the Trust as of the conclusion of the primary offering
period and may be liquidated by the Trustee in the event that Units not yet
sold aggregating more than 60% of the Units originally created are tendered for
redemption by the Sponsor. The sale of Securities from the Trust upon
termination may result in realization of a lesser amount than might otherwise
be realized if such sale were not required at such time. For this reason, among
others, the amount realized by a Unitholder upon termination may be less than
the amount of Securities originally represented by the Units held by such
Unitholder. The Indenture will terminate upon the redemption, sale or other
disposition of the last Security held thereunder, but in no event shall it
continue beyond the Mandatory Termination Date set forth under "General
Information--Termination" in Part A of this Prospectus.
31
<PAGE>
Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of a Trust. The Sponsor will determine
the manner, timing and execution of the sale of the Securities. Written notice
of the termination of a Trust specifying the time or times at which Unitholders
may surrender their certificates for cancellation shall be given by the Trustee
to each Unitholder at his address appearing on the registration books of such
Trust maintained by the Trustee. Unitholders not electing a distribution of
shares of Securities and who do not elect the Rollover Option (if applicable)
will receive a cash distribution from the sale of the remaining Securities
within a reasonable time after the Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the funds of a Trust any
accrued costs, expenses, advances or indemnities provided by the Indenture,
including estimated compensation of the Trustee and costs of liquidation and
any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Trustee will then distribute to each
Unitholder his pro rata share of the balance of the Income and Capital
Accounts.
Legal Opinion
The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the
Trustee with respect to the Series.
Auditors
The "Statement of Condition" and "Schedule of Investments" at the Initial
Date of Deposit included in Part A of this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.
Code of Ethics
The Sponsor and the Trusts have adopted a code of ethics requiring the
Sponsor's employees who have access to information on Trust transactions to
report personal securities transactions. The purpose of the code is to avoid
potential conflicts of interest and to prevent fraud, deception or misconduct
with respect to the Trusts.
Supplemental Information
Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has
been filed with the Securities and Exchange Commission and is intended to
supplement information contained in Part A and Part B of this Prospectus. This
supplement includes additional general information about the Sponsor and the
Trusts.
32
<PAGE>
[LOGO NUVEEN DEFINED PORTFOLIOS]
NUVEEN EQUITY PORTFOLIO
PROSPECTUS -- PART B
May 3, 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 Nuveen Unit
Trusts filed with the Securities and Exchange Commission in Washington, DC
under the Securities Act of 1933 and the Investment Company Act of 1940.
More information about the Trusts, including the code of ethics adopted by
the Sponsor and the Nuveen Unit Trusts, can be found in the Commission's Public
Reference Room. Information about the operation of the Public Reference Room
may be obtained by calling the Commission at 1-202-942-8090. Trust information
is also available on the EDGAR Database on the Commission's website at
http://www.sec.gov, or may be obtained at proscribed rates by sending an e-mail
request to [email protected] or by writing to the Commission's Public
Reference Section at 450 Fifth Street NW, Washington, D.C. 20549-0102.
No person is authorized to give any information or representation about a
Trust 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 a Trust are no longer available or for investors who will
reinvest into subsequent series of a Trust, 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>
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT
May 3, 2000
NUVEEN UNIT TRUSTS, SERIES 94
The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("Prospectus"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at The Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been
created to supplement information contained in the Prospectus.
This Information Supplement is dated May 3, 2000. Capitalized terms have
been defined in the Prospectus.
<PAGE>
TABLE OF CONTENTS
Accumulation Plan
Information About the Sponsor
Risk Factors
<PAGE>
Accumulation Plan
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and capital
distributions or capital distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 257-8787. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.
Accumulation Funds
Mutual Funds
Nuveen Flagship Municipal Trust
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
Nuveen Flagship Multistate Trust I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
-3-
<PAGE>
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
Nuveen Flagship Multistate Trust II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Nuveen Flagship Multistate Trust III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
Nuveen Flagship Multistate Trust IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Municipal Money Market Fund, Inc.
Nuveen Taxable Funds, Inc.
Nuveen Dividend and Growth Fund
Nuveen Investment Trust
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen Investment Trust II
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund
Nuveen International Growth Fund
Nuveen Investment Trust III
Nuveen Income Fund
Money Market Funds
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
-4-
<PAGE>
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may elect any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("Business Day") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and dividends or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for investors seeking to build and sustain their wealth. More than 1.5
million investors have entrusted Nuveen to help them maintain the lifestyle they
currently enjoy.
-5-
<PAGE>
To meet the unique circumstances and financial planning needs of our
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, defined portfolios,
exchange-traded funds, customized asset management services and cash management
products.
The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc., Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., Nuveen Select Quality
Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc.,
Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund,
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Georgia Premium Income Municipal
Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen Connecticut Premium
Income Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund,
Nuveen California Premium Income Municipal Fund, Nuveen Dividend Advantage
Municipal Fund, Nuveen California Dividend Advantage Municipal Fund, Nuveen New
York Dividend Advantage Municipal Fund, Nuveen
-6-
<PAGE>
Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $35 billion in securities under
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains 6 regional offices.
To help advisors and investors better understand and more efficiently use
an investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
The Sponsor offers a program of advertising support to registered broker-
dealer firms, banks and bank affiliates ("Firms") that sell Trust Units or
shares of Nuveen Open-End Mutual Funds (excluding money-market funds) ("Funds").
Under this program, the Sponsor will pay or reimburse the Firm for up to one
half of specified media costs incurred in the placement of advertisements which
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to the
Firm will be based on the number of the Firm's registered representatives who
have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will be
made by the Sponsor and not by the Funds or Trusts.
Risk Factors
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general conditions
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust(s) have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and 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. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in a Trust may be
expected to fluctuate over the life of a Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.
Holders of common stock incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Cumulative preferred stock dividends must be paid before
common stock dividends and any cumulative preferred stock dividend omitted is
added to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.
Foreign Securities Risks. Certain of the Securities in one or more of the
Trusts may be of foreign issuers, and therefore, an investment in such a Trust
involves some investment risks that are different in some respects from an
investment in a Trust that invests entirely in securities of domestic issuers.
Those investment risks include future political and governmental restrictions
which might adversely affect the payment or receipt of payment of dividends on
the relevant Securities, currency exchange rate fluctuations, exchange control
policies, and the limited liquidity and small market capitalization of such
foreign countries' securities markets. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act of
1934, there may be less publicly available information than is available from a
domestic issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. However, due to
the nature of the issuers of the Securities included in the Trust, the Sponsor
believes that adequate information will be available to allow the Sponsor to
provide portfolio surveillance.
Certain of the Securities in one or more of the Trusts may be in ADR or GDR
form. ADRs, American Depositary Receipts and GDRs, Global Depositary Receipts,
represent common stock deposited with a custodian in a depositary. American
Depositary Receipts and Global Depositary Receipts (collectively, the
"Depositary Receipts") are issued by a bank or trust company to evidence
ownership of underlying securities issued by a foreign corporation. These
instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. For purposes of the discussion
herein, the terms ADR and GDR generally include American Depositary Shares and
Global Depositary Shares, respectively.
Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from the application of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.
For the Securities that are Depositary Receipts, currency fluctuations will
affect the U.S. dollar equivalent of the local currency price of the underlying
domestic share and, as a result, are likely to affect the value of the
Depositary Receipts and consequently the value of the Securities. The foreign
issuers of securities that are Depositary Receipts may pay dividends in foreign
currencies which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for any
securities of issuers (whether or not they are in Depositary Receipt form) whose
earnings are stated in foreign currencies, or which pay dividends in foreign
currencies or which are traded in foreign currencies, there is a risk that their
United States dollar value will vary with fluctuations in the United States
dollar foreign exchange rates for the relevant currencies.
On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen
member countries of the European Union ("EU")) established fixed conversion
rates between their existing sovereign currencies and the euro. On such date the
euro became the official currency of these eleven countries. As of January 1,
1999, the participating countries no longer control their own monetary policies
by directing independent interest rates for their currencies. Instead, the
authority to direct monetary policy, including money supply and official
interest rates for the euro, is exercised by the new European Central Bank. The
conversion of the national currencies of the participating countries to the euro
could negatively impact the market rate of the exchange between such currencies
(or the newly created euro) and the U.S. dollar. In addition, European
corporations, and other entities with significant markets or operations in
Europe (whether or not in the participating countries), face strategic
challenges as these entities adapt to a single trans-national currency. The euro
conversion may have a material impact on revenues, expenses or income from
operations; increase competition due to the increased price transparency of EU
markets; effect issuers' currency exchange rate risk and derivatives exposure;
disrupt current contracts; cause issuers to increase spending on information
technology updates required for the conversion; and result in potential adverse
tax consequences. The Sponsor is unable to predict what impact, if any, the euro
conversion will have on any of the issuers of Securities contained in a
Trust.
Bandwidth, Wireless and Fiber Optics Sector Portfolios. An investment in
Units of the Bandwidth, Wireless and Fiber Optics Sector Portfolios should be
made with an understanding of the problems and risks inherent in the
communications, bandwidth, wireless and fiber optics sectors in general.
The market for high-technology communications products and services is
characterized by rapidly changing technology, intense competition, rapid product
and service obsolescence, cyclical market patterns, evolving industry standards
and frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful introduction
of new products and services. An unexpected change in one or more of the
technologies affecting an issuer's products or in the market for products based
on a particular technology could have a material adverse affect on an issuer's
operating results. Furthermore, there can be no assurance that the issuers of
the Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
Certain of the companies represented in the Trust are engaged in fierce
competition for a share of the market of their products. Due to the competitive
pressures, the stocks of these companies are subject to rapid price volatility.
Also, the communications industry is generally subject to governmental
regulation. However, as market forces develop, the government is expected to
continue to deregulate the communications industry, further promoting vigorous
economic competition and resulting in the rapid development of new
communications technologies.
Many communications companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. The above factors could
adversely affect the value of the Trusts' Units.
Internet Sector Portfolios. An investment in Units of the Internet Sector
Portfolios should be made with an understanding of the problems and risks
inherent in the Internet and technology sectors in general.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product and
service obsolescence, cyclical market patterns, intense competition, evolving
industry standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products. An unexpected change in one or more of
the technologies affecting an issuer's products or in the market for products
based on a particular technology could have a material adverse effect on an
issuer's operating results. Furthermore, there can be no assurance that the
issuers of the Securities will be able to respond in a timely manner to compete
in the rapidly developing marketplace.
Based on the trading history of technology stocks, factors such as the
announcement of new products, the development of new technologies or the general
condition of the industry have caused and are likely to cause the market price
of high-technology common stocks to fluctuate substantially. In addition,
technology company stocks have experienced extreme price and volume fluctuations
that often have been unrelated to the operating performance of such companies.
This market volatility may adversely affect the market price of the Securities
and therefore the ability of a Unitholder to redeem Units at a price equal to or
greater than the original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous industry standards. Any failure to comply with
such standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated into
other related products, such companies are often highly dependent on the
performance of the personal computer, electronics and telecommunications
industries. There can be no assurance that these customers will place additional
orders, or that an issuer of Securities will obtain orders of similar magnitude
as past orders from other customers. Similarly, the success of certain
technology companies is tied to a relatively small concentration of products or
technologies. Accordingly, a decline in demand of such products, technologies or
from such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in a Trust.
The above factors could adversely affect the value of a Trust's Units.
Pharmaceutical, Genomes and Biotechnology Sector Portfolios. An investment
in Units of the Pharmaceutical, Genomes and Biotechnology Sector Portfolios
should be made with an understanding of the characteristics of the
pharmaceutical and medical technology industries and the risks which such
investment may entail.
Pharmaceutical and Biotechnology companies are companies involved in drug
development and production services. Such companies have potential risks unique
to their sector of the healthcare field. Such companies are subject to
governmental regulation of their products and services, a factor which could
have a significant and possibly unfavorable effect on the price and availability
of such products or services. Furthermore, such companies face the risk of
increasing competition from generic drug sales, the termination of their patent
protection for drug products and the risk that technological advances will
render their products or services obsolete. The research and development costs
of bringing a drug to market are substantial and include lengthy governmental
review processes, with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products for
several years. Such companies may also have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic.
As the population of the United States ages, the companies involved in the
pharmaceutical and biotechnology fields will continue to search for and develop
new products through advanced technologies and diagnostics. On a worldwide
basis, such companies are involved in the development and distribution of drugs,
vaccines and medical technology. These activities may make the pharmaceutical
and biotechnology sectors very attractive for investors seeking the potential
for growth in their investment portfolio. However, there are no assurances that
the Trust's objectives will be met.
Legislative proposals concerning healthcare are considered from time to
time. These proposals span a wide range of topics, including cost and price
controls (which might include a freeze on the prices of prescription drugs),
national health insurance, incentives for competition in the provision of
healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in a Trust.
Energy and Fuel Cell Sector Portfolios. An investment in units of
the Energy Sector and Fuel Cell Sector Portfolios should be made with and
understanding of the problems and risks such as an investment may entail.
The Energy and Fuel Cell Sector Portfolios invest in Securities of
companies involved in the energy and alternative power industries. The business
activities of companies held in these industries may include: production,
generation, transmission, marketing, control, or measurement of energy or energy
fuels; providing component parts or services to companies engaged in the above
activities; energy research or experimentation; and environmental activities
related to the solution of energy problems, such as energy conservation and
pollution control.
The securities of many companies in the energy field are subject to changes
in value and dividend yield which depend, to a large extent, on the price and
supply of energy fuels. Swift price and supply fluctuations may be caused by
events relating to international politics, energy conservation, the success of
exploration projects, and tax and other regulatory policies of various
governments. As a result of the foregoing, the Securities in the Energy Sector
Portfolio may be subject to rapid price volatility. The Sponsor is unable to
predict what impact the foregoing factors will have on the Securities during the
life of the Energy Sector Portfolio.
According to the U.S. Department of Commerce, the factors which will most
likely shape the energy industry include the price and availability of oil from
the Middle East, changes in United States environmental policies and the
continued decline in U.S. production of crude oil. Possible effects of these
factors may be increased U.S. and world dependence on oil from the organization
of Petroleum Exporting Countries ("OPEC") and highly uncertain and potentially
more volatile oil prices. Factors which the Sponsor believes may increase the
profitability of oil and petroleum operations include increasing demand for oil
and petroleum products as a result of the continued increases in annual miles
driven and the improvement in refinery operating margins caused by increased in
average domestic refinery utilization rates. The existence of surplus crude oil
production capacity and the willingness to adjust production levels are the two
principal requirements for stable crude oil markets. Without excess capacity,
supply disruptions in some countries cannot be compensated for by others.
Surplus capacity in Saudi Arabia and a few other countries and the utilization
of that capacity prevented, during the Persian Gulf crisis, and continues to
prevent, severe market disruption. Although unused capacity contributed to
market stability in 1990 and 1991, it ordinarily creates pressure to overproduce
and contributes to market uncertainty. The restoration of a large portion of
Kuwait and Iraq's production and export capacity could lead to such a
development in the absence of substantial growth in world oil demand. Formerly,
OPEC members attempted to exercise control over production levels in each
country through a system of mandatory production quotas. Because of the 1990-
1991 crisis in the Middle East, the mandatory system has since been replaced
with a voluntary system. Production under the new system has had to be curtailed
on at least one occasion as a result of weak prices, even in the absence of
supplies from Kuwait and Iraq. The pressure to deviate from mandatory quotas, if
they are reimposed, is likely to be substantial and could lead to a weakening of
prices. In the longer term, additional capacity and production will be required
to accommodate the expected large increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and exports
from the Soviet Union. Only a few OPEC countries, particularly Saudi Arabia,
have the petroleum reserves that will allow the required increase in production
capacity to be attained. Given the large-scale financing that is required, the
prospect that such expansion will occur soon enough to meet the increased demand
is uncertain.
Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and unpredictable
supply disruptions. Increasing sensitivity to environmental concerns will also
pose serious challenges to the industry over the coming decade. Refiners are
likely to be required to make heavy capital investments and make major
production adjustments in order to comply with increasingly stringent
environmental legislation, such as the 1990 amendments to the Clean Air Act. If
the cost of these changes is substantial enough to cut deeply into profits,
smaller refiners may be forced out of the industry entirely. Moreover, lower
consumer demand due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively affect
the price of oil and the profitability of oil companies. No assurance can be
given that the demand for or prices of oil will increase or that any increases
will not be marked by great volatility. Some oil companies may incur large
cleanup and litigation costs relating to oil spill and other environmental
damage.
The Fuel Cell Sector Portfolio includes companies that generate energy
from, manufacture or develop alternative fuels, fuel cells or sub-components
used in the manufacturing of such equipment or power. Companies included in the
alternative power and fuel cell industries must contend with high research and
development costs, the lack of a proven market, technological limitations, high
storage requirements, competition from other power sources, energy conservation
and environmental concerns.
Financial Services Sector, e-Finance Sector and Glass-Steagall Sector
Portfolios. An investment in Units of the Financial Services Sector, e-Finance
Sector and Glass-Steagall Sector Portfolios should be made with an understanding
of the problems and risks inherent in the bank and financial services sector in
general.
Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Banks and thrifts are highly dependent on net interest margin. Recently, bank
profits have come under pressure as net interest margins have contracted, but
volume gains have been strong in both commercial and consumer products. There is
no certainty that such conditions will continue. Bank and thrift institutions
had received significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and refinancing
activity subsided, this income diminished. Economic conditions in the real
estate markets, which have been weak in the past, can have a substantial effect
upon banks and thrifts and their holding companies are subject to extensive
federal regulation and, when such institutions are state-chartered, to state
regulation as well. Such regulations impose strict capital requirements and
limitations on the nature and extent of business activities that banks and
thrifts may pursue. Furthermore, bank regulators have a wide range of discretion
in connection with their supervisory and enforcement authority and may
substantially restrict the permissible activities of a particular institution if
deemed to pose significant risks to the soundness of such institution or the
safety of the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to banks and thrifts
and increases in deposit insurance premiums required to be paid by banks and
thrifts to the Federal Deposit Insurance Corporation ("FDIC"), can negatively
impact earnings and the ability of a company to pay dividends. Neither federal
insurance of deposits nor governmental regulations, however, insures the
solvency or profitability of banks or their holding companies, or insures
against any risk of investment in the securities issued by such institutions.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have undergone substantial change in
recent years. Starting in mid-1997, banks have been allowed to turn existing
banks into branches. Consolidation is likely to continue. The Securities and
Exchange Commission and the Financial Accounting Standards Board require the
expanded use of market value accounting by banks and have imposed rules
requiring market accounting for investment securities held in trading accounts
or available for sale. Adoption of additional such rules may result in increased
volatility in the reported health of the industry, and mandated regulatory
intervention to correct such problems. Additional legislative and regulatory
changes may be forthcoming. In addition, from time to time the deposit insurance
system is reviewed by Congress and federal regulators, and proposed reforms of
that system could, among other things, further restrict the ways in which
deposited moneys can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce profitability as
investment opportunities available to bank institutions become more limited and
as consumers look for savings vehicles other than bank deposits. Banks and
thrifts face significant competition from other financial institutions such as
mutual funds, credit unions, mortgage banking companies and insurance companies,
and increased competition may result from legislative broadening of regional and
national interstate banking powers as has been recently enacted. Among other
benefits, the legislation allows banks and bank holding companies to acquire
across previously prohibited state lines and to consolidate their various bank
subsidiaries into one unit. The Sponsor makes no prediction as to what, if any,
manner of bank and thrift regulatory actions might ultimately be adopted or what
ultimate effect such actions might have on the Trust's portfolio.
Retail Sector Portfolio. An investment in Units of the Retail Sector
Portfolio should be made with an understanding of the problems and risks
inherent in the retail industry in general. The profitability of companies
engaged in the retail industry will be affected by various factors including the
general state of the economy, intense competition and consumer spending trends.
In the recent past, there have been major changes in the retail environment due
to the declaration of bankruptcy by some of the major corporations involved in
the retail industry, particularly the department store segment. The continued
viability of the retail industry will depend on the industry's ability to adapt
and to compete in changing economy and social conditions, to attract and retain
capable management and to finance expansion. Weakness in the banking or real
estate industry, a recessionary economic climate with the consequent slowdown in
employment growth, less favorable trends in unemployment or a marked
deceleration in real disposable personal income growth could result in
significant pressure on both consumer wealth and consumer confidence, adversely
affecting consumer spending habits.
In addition, the competitiveness of the retail industry will require large
capital outlays for investment in the installation of automated checkout
equipment to control inventory, to track the sale of individual items and to
gauge the success of sales campaigns. Increasing employee and retiree benefit
costs may also have an adverse effect on the industry. In many sectors of the
retail industry, competition may be fierce due to market saturation, converging
consumer tastes and other factors. Because of these factors and the recent
increase in trade opportunities with other countries, American retailers are now
entering global markets which entail added risks such as sudden weakening of
foreign economies, difficulty in adapting to local conditions and constraints
and added research costs. The above factors could adversely affect the value of
the Trust's Units.
Technology, Networking & Storage, Software and Software Weblications Sector
Portfolios. An investment in Units of these Portfolios should be made with an
understanding of the characteristics of the technology industry and the risks
which such an investment may entail.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, software, computer networks, communications systems,
telecommunications products, electronic products and other related products,
systems and services. The market for these products, especially those
specifically related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns, evolving
industry standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products. An unexpected change in one or more of
the technologies affecting an issuer's products or in the market for products
based on a particular technology could have a material adverse affect on an
issuer's operating results. Furthermore, there can be no assurance that the
issuers of the Securities will be able to respond in a timely manner to compete
in the rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of high-technology
common stocks to fluctuate substantially. In addition, technology company stocks
have experienced extreme price and volume fluctuations that often have been
unrelated to the operating performance of such companies. This market volatility
may adversely affect the market price of the Securities and therefore the
ability of a Unitholder to redeem Units at a price equal to or greater than the
original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous industry standards. Any failure to comply with
such standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated into
other related products, such companies are often highly dependent on the
performance of the personal computer, electronics and telecommunications
industries. There can be no assurance that these customers will place additional
orders, or that an issuer of Securities will obtain orders of similar magnitude
as past orders from other customers. Similarly, the success of certain
technology companies is tied to a relatively small concentration of products or
technologies. Accordingly, a decline in demand of such products, technologies or
from such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology.
Semiconductor Sector Portfolio. An investment in Units of the Semiconductor
Sector Portfolio should be made with an understanding of the problems and risks
inherent in the semiconductor industry in general.
Semiconductor companies generally include companies involved in the
development, design, manufacture and sale of semiconductor products. The market
for these products is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the Securities
depends in substantial part on the timely and successful introduction of new
products. An unexpected change in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular technology
could have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the Securities will
be able to respond timely to compete in the rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of semiconductor
common stocks to fluctuate substantially. In addition, semiconductor stocks have
experienced extreme price and volume fluctuations that often have been unrelated
to the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the ability of
a Unitholder to redeem Units at a price equal to or greater than the original
price paid for such Units.
Some key components of certain products of semiconductor issuers are
currently available only from single sources. There can be no assurance that in
the future suppliers will be able to meet the demand for components in a timely
and cost effective manner. Accordingly, an issuer's operating results and
customer relationships could be adversely affected by either an increase in
price for, or an interruption or reduction in supply of any key components.
Additionally, many semiconductor issuers are characterized by a highly
concentrated customer base consisting of a limited number of large customers who
may require product vendors to comply with rigorous industry standards. Any
failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of semiconductor
companies are incorporated into other related products, such companies are often
highly dependent on the performance of the personal computer, electronics and
telecommunications industries. There can be no assurance that these customers
will place additional orders, or that an issuer of Securities will obtain orders
of similar magnitude as past orders from other customers. Similarly, the success
of certain semiconductor companies is tied to a relatively small concentration
of products or technologies. Accordingly, a decline in demand of such products,
technologies or from such customers could have a material adverse impact on
issuers of the Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in a
Trust. The above factors could adversely affect the value of a Trust's Units.
-7-
<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 amendment to the Registration Statement comprises the following papers
and documents:
The facing sheet
The Prospectus
The signatures
Consents of Independent Public
Accountants and Counsel as indicated
Exhibits as listed on page S-5
C. Explanatory Note
This amendment to the Registration Statement may contain multiple separate
prospectuses. Each prospectus will relate to an individual unit investment trust
and will consist of a Part A, a Part B and an Information Supplement. Each
prospectus will be identical with the exception of the respective Part A which
will contain the financial information specific to such underlying unit
investment trust.
D. Undertakings
1. The Information Supplement to the Trust(s) will not include third party
financial information.
S-1
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 94 has duly caused this Amendment of 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 3rd day of May,
2000.
NUVEEN UNIT TRUSTS, SERIES 94
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Benjamin T. Fulton
------------------------------------
Managing Director and Vice President
Attest Nicholas Dalmaso
--------------------------------
Assistant Secretary
S-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the 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 ) Jessica R. Droeger
and Director ) ------------------
) Jessica R. Droeger
John P. Amboian President and Director ) Attorney-in-Fact**
)
)
Margaret E. Wilson Vice President and ) May 3, 2000
Controller )
</TABLE>
- ---------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The power 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. 33-49197) filed
on May 14, 1998.
S-3
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its name in the Prospectus
included in the Registration Statement is filed by this amendment 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 is contained in its opinions filed by
this amendment 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 is filed by this amendment 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 is filed by this amendment as
Exhibit 3.3 to the Registration Statement.
S-4
<PAGE>
List of Exhibits
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trusts,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee (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.
1.2 Copy of Certificate of Incorporation, as amended, of John Nuveen & Co.
Incorporated, Depositor (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).
1.3 Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated (incorporated by reference
to Form N-8B-2 [File No. 811-2198] filed on April 11, 1985 on behalf of
Nuveen Tax-Exempt Unit Trust, Series 37).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1(a) on pages 2
to 8, inclusive, and incorporated herein by reference).
2.2 Copy of Code of Ethics of the Trust(s) and the Principal Underwriter
(incorporated by reference to Amendment No. 3 to Form S-6 [File No.
333-96279] filed on March 6, 2000 on behalf of Nuveen Unit Trusts,
Series 82).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to Federal income tax status of securities being
registered.
3.3 Opinion of counsel as to New York income tax status of securities being
registered.
3.4 Opinion of counsel as to the Trustee and the Trust(s).
4.2 Consent of The Chase Manhattan Bank.
4.4 Consent of Arthur Andersen LLP.
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).
6.2 Powers of Attorney for Messrs. Amboian and Schwertfeger and for Ms.
Wilson.
S-5
<PAGE>
Exhibit 1.1(b)
Nuveen Unit Trusts, Series 94
Form of Trust Indenture and Agreement
Dated: May 3, 2000
This Trust Indenture and Agreement by and between John Nuveen & Co.
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 "Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as are set
forth in full and such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.
Witnesseth That:
In consideration of the promises 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 Standard Terms and Conditions of Trust 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.
Part II
Special Terms and Conditions of Trust
The following special terms and conditions are hereby agreed to:
(a) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust under this Trust Indenture and
Agreement.
(b) The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for the Trust(s) on the Initial Date of
Deposit is 1/(the number of Units) set forth under the caption
"Statement(s) of Condition--Interest of Unitholders: Units of fractional
undivided interest outstanding" in the Prospectus.
<PAGE>
(c) The number(s) of Units created of the Trust(s) are as set forth
under the caption "Statement(s) of Condition--Interest of Unitholders:
Units of fractional undivided interest outstanding" in the Prospectus for
the Trust(s).
(d) Section 10.02 shall be amended to read in its entirety as
follows:
Section 10.02. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing the Trust(s) and the sale of the Trust Units
shall be borne by the Depositor, provided, 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(s)
subsequent to the deposit referred to in Section 2.01. At the earlier of six
months after the Initial Date of Deposit or the conclusion of the primary
offering period (as certified by the Depositor to the Trustee), the Trustee
shall withdraw from the Account or Accounts specified in the Prospectus or, if
no Account is therein specified, from the Capital Account, and pay to the
Depositor the Depositor's reimbursable expenses of organizing the Trust(s) in an
amount certified to the Trustee by the Depositor. In no event shall the amount
paid by the Trustee to the Depositor for the Depositor's reimbursable expenses
of organizing the Trust(s) exceed the estimated per Unit amount of organization
costs set forth in the prospectus for the Trust(s) multiplied by the number of
Units of the Trust(s) outstanding at the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period; nor shall the
Depositor be entitled to or request reimbursement for expenses of organizing the
Trust(s) incurred after the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period. If the cash balance of the
Capital Account is insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified by the 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.
Securities sold or distributed to the Depositor to reimburse the Depositor
pursuant to this Section shall be sold or distributed by the Trustee, to the
extent practicable, in the percentage ratio then existing. The reimbursement
provided for in this section shall be for the account of the Unitholders of
record at the earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period. Any assets deposited with the Trustee
in respect of the expenses reimbursable under this Section 10.02 shall be held
and administered as assets of the Trust(s) for all purposes hereunder. The
Depositor shall deliver to the Trustee any cash identified in the Statement(s)
of Condition of the Trust(s) included in the Prospectus not later than the 10
calendar days following the Initial Date of Deposit or deposit of additional
Securities, as applicable and the Depositor's obligation to make such delivery
shall be secured by the letter of credit deposited pursuant to Section 2.01. Any
cash which the Depositor has identified as to be used for reimbursement of
expenses pursuant to this Section 10.02 shall be held by the Trustee, without
interest, and reserved for such purpose and accordingly, prior to the earlier of
six months after the Initial Date of Deposit or the conclusion of the primary
offering period, shall not be subject to distribution or, unless the Depositor
otherwise directs, used for payment of redemptions in excess of the per Unit
amount payable pursuant to the next sentence. If a Unitholder redeems Units
prior to the earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period, the Trustee shall pay to the
Unitholder, in addition to the Redemption Value of the tendered Units, unless
otherwise directed by the Depositor, an amount equal to the estimated per Unit
cost of organizing the Trust(s) set forth in the Prospectus, or such lower
revision thereof most recently communicated to the Trustee by the Depositor
pursuant to Section 5.01, multiplied by the number of Units tendered for
redemption; to the extent the cash on hand in the Trust(s) is insufficient for
such payment, the Trustee shall have the power to sell Securities in accordance
with Section 5.02. As used herein, the Depositor's reimbursable expenses of
organizing the Trust(s) 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(s), SEC
and state blue sky registration fees, the cost of the initial valuation of the
portfolio and audit of the Trust(s), 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.
(e) Article I of the Standard Terms and Conditions of Trust is hereby
amended to replace the definitions of "Capital Distribution Date,"
"Contract Securities," "Initial Date of Deposit," "Mandatory Termination
Date," "Record Date," "Securities" and "Unit" and to add the following
definitions:
Capital Distribution Date
The meaning assigned to it in the Prospectus for a Trust.
Mandatory Termination Date
The meaning assigned to it in the Prospectus for a Trust.
Contract Securities
The Securities which are to be acquired by any Trust Fund
pursuant to a contract or contracts for the purchase of such
securities which have been assigned to the Trustee along with the
amounts required for their purchase which have been delivered to the
Trustee.
Evaluator
The party designated in the Prospectus for a Trust or any party
appointed by the Sponsor.
Initial Date of Deposit
The meaning assigned to it in the Prospectus for each respective
Trust Fund.
Prospectus
The prospectus relating to a Trust in the form first used to
confirm sales of Units.
Record Date
As applicable, the meaning assigned in "Income Record Date"
and/or "Capital Record Date" in the Prospectus for each respective
Trust Fund.
Securities
The securities, including Contract Securities listed in Schedule
A to the Trust Agreement or other securities that may be deposited in
a Trust Fund and any obligations received in exchange or substitution
for such securities, as may from time to time continue to be held as a
part of any Trust Fund.
Unit
The fractional undivided interest in and ownership of an
individual Trust Fund equal initially to 1/(the number of Units of
fractional undivided interest outstanding) provided in the Statement
of Condition in the Prospectus for the Trust Fund, the denominator of
which fraction shall be (1) increased by the number of any additional
Units issued pursuant to Section 2.03 hereof and (2) decreased by the
number of any such Units redeemed as provided in Section 5.02.
Whenever reference is made herein to the "interest" of a Unitholder in
the Trust Fund or in the Income or Capital Accounts, it shall mean
such fractional undivided interest represented by the number of Units,
whether or not evidenced by a Certificate or Certificates, held of
record by such Unitholder in such Trust Fund.
Equity Securities
Equity Securities shall mean any equity securities of corporations or
other entities deposited in a Trust as specified in the Trust
Agreement thereof.
Zero Coupon Obligations
Any zero coupon bonds, i.e., obligations which accrue but do not
pay income currently, which are sold at a discount from principal
value and represent an obligation to receive the principal value
thereof at a future date, issued by the U.S. government, which are
deposited in a Trust Fund. Only Zero Coupon Obligations which if
certificated, are or may be registered and held by the Trustee in book
entry form on the registration books of a bank or clearing house which
it is authorized to use as custodian of assets of a unit investment
trust pursuant to the Investment Company Act of 1940 shall be eligible
for deposit in any Trust Fund.
Zero Coupon Maturity Date
The Treasury Obligations Maturity Date shall be as set forth in
the Prospectus under "Schedule of Investments."
-2-
<PAGE>
Ex.1.1(b)
(f) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as
the Depositor shall direct the Trustee in writing and the Trustee shall
have no responsibility therefor. The Distribution Agent acts solely as
disbursing agent in connection with purchases of Units pursuant to this
Section and nothing herein shall be deemed to constitute the Distribution
Agent a broker in such transactions.
(g) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following section:
Section 3.14. License Fees. If so provided in Part A of the
Prospectus, the Depositor may enter into a Licensing Agreement (the
"Agreement") with a licensor (the "Licensor") described in the Prospectus
in which the Trust(s), as consideration for the licenses granted by the
Licensor for the right to use its trademarks and trade names, intellectual
property rights or for the use of databases and research owned by the
Licensor, will pay a fee set forth in the Agreement to the applicable
Licensor or the Depositor to reimburse the Depositor for payment of the
expenses.
If the Agreement provides for an annual license fee computed in
whole or part by reference to the average daily net asset value of the
Trust assets, for purpose of calculating the accrual of estimated expenses
such annual fee shall accrue at a daily rate and the Trustee is authorized
to compute an estimated license fee payment (i) until the Depositor has
informed the Trustee that there will be no further deposits of additional
Securities, by reference to an estimate of the average daily net asset
value of the Trust assets which the Depositor shall provide the Trustee,
(ii) thereafter and during the calendar quarter in which the last business
day of the period described in clause (i) occurs, by reference to the net
asset value of the Trust assets as of such last business day, and (iii)
during each subsequent calendar quarter, by reference to the net asset
value of the Trust assets as of the last business day of the preceding
calendar quarter. The Trustee shall adjust the net asset value (Trust Fund
Evaluation) as of the dates specified in the preceding sentence to account
for any variation between accrual of estimated license fee and the license
fee payable pursuant to the Agreement, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
(h) The following subsection (d) shall be added to Section 7.02:
(d) The Depositor may employ agents in connection with its duties
under Section 3.11 and 3.13 hereof and shall not be answerable for the
default or misconduct of such agents if they shall have been selected with
reasonable care. The fees of such agents shall be reimbursable to the
Depositor from the Trust Fund, provided, however, that the amount of such
reimbursement in any year (i) shall reduce the amount payable to the
Depositor for such year with respect to the service in question and shall
not exceed the maximum amount payable to the Depositor for such service for
such year and (ii) if such agent is an affiliate of the Depositor, the
amount of the reimbursement, when combined with (a) all compensation
received by such agent from other series of the Fund or other unit
investment trusts sponsored by the Depositor or its affiliates and (b) the
amount payable to the Depositor from the Trust Fund and from other series
of the Fund or other unit investment trusts sponsored by the Depositor or
its affiliates in respect of the service in question, shall not exceed the
aggregate cost of such agent and the Depositor of providing such service.
The Trustee shall pay such reimbursement against the Depositor's invoice
therefor upon which the Trustee may rely as the Depositor's certification
that the amount claimed complies with the provisions of this paragraph.
(i) Section 4.01 shall be amended to read in its entirety as
follows:
Section 4.01. Evaluation of Securities. The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities as of the Evaluation
Time as provided in the following manner:
(a) The Evaluator will prepare each evaluation for which market
quotations for the Securities are available by the use of outside services
normally used and contracted with for this purpose. If the Securities are listed
on a national or foreign securities exchange or The NASDAQ Stock Market, Inc.
the evaluation will be based on the closing sale price on the exchange or system
where the Securities are principally traded (if a Security is listed on the New
York Stock Exchange, the closing sale price on that exchange shall apply) or, if
there is no closing sale price on the exchange or system, at the closing bid
price on the exchange or system. If such market quotations are not available,
the Evaluator shall determine the value of the Securities. Such evaluation shall
generally be based on the current bid prices on the over-the-counter market
(unless it is determined that these prices are inappropriate as a basis for
evaluation). If such prices are not available on the over-the-counter market,
the evaluation will generally be made by the Evaluator in good faith (1) on the
basis of the current bid prices for comparable securities, (2) by the
Evaluator's appraising the value of the Securities in good faith at the bid side
of the market or (3) by any combination thereof. If such prices are in a
currency other than U.S. dollars, the Evaluation of such Security shall be
converted to U.S. dollars based on current bid site exchange rates, unless the
Security is in the form of an American Depositary Share or Receipt, in which
case the Evaluations shall be based upon the U.S. dollar prices in the market
for American Depositary Shares or Receipts (unless the Evaluator deems such
prices inappropriate as a basis for valuation). As used herein, the closing sale
price is deemed to mean the most recent closing sale price on the relevant
securities exchange immediately prior to the Evaluation Time.
For each evaluation, the Evaluator shall also determine and
furnish to the Trustee and the Depositor the aggregate of (a) the value of all
Securities on the basis of such evaluation and (b) on the basis of the
information furnished to the Evaluator by the Trustee pursuant to Section 3.02,
the amount of cash then held in the Capital Account which was received by the
Trustee after the Record Date preceding such determination less any amounts held
in the Capital Account for distribution to Unitholders on a subsequent
Distribution Date when a Record Date occurs four business days or less after
such determination. For the purposes of the foregoing, the Evaluator may obtain
current prices for the Securities from investment dealers or brokers (including
the Depositor) that customarily deal in similar securities.
With respect to any Security not listed on a national or foreign
exchange or The NASDAQ Stock Market, Inc., or, with respect to a Security so
listed but in the unusual circumstance in which the Evaluator deems the closing
sale price on the relevant exchange to be inappropriate as a basis for
valuation, upon the Evaluator's request, the Depositor shall, from time to time,
designate one or more evaluation services or other sources of information on
which the Evaluator shall be authorized conclusively to rely in evaluating such
Security. The Depositor shall also designate one or more banks (which may
include the Trustee) or other source of information from which the Evaluator
shall take foreign exchange rate quotations. The Evaluator shall have no
liability for any errors in the information received from any source
designated by the Depositor. The cost thereof shall be an expense reimbursable
to the Evaluator from the Income and Capital Accounts.
For Zero Coupon Obligations, an Evaluation as described above
shall be based (a) on the basis of the current bid price on the over-the-counter
market (unless the Evaluator deems such price inappropriate as a basis for
evaluation), (b) on the basis of current bid prices for the Zero Coupon
Obligations as obtained from investment dealers or brokers who customarily deal
in securities comparable to those held by the Trust, (c) if bid prices are not
available for the Zero Coupon Obligations, on the basis of bid prices for
comparable securities, (d) by determining the valuation of the Zero Coupon
Obligations on the bid side of the market by appraisal, or (e) by any
combination of the above. However, if Zero Coupon Obligations are sold on such
day, then such Evaluation for the Zero Coupon Obligations shall be the weighted
average of the execution prices for all Zero Coupon Obligations sold on such
day.
(b) Notwithstanding Section 4.01(a), except in those cases in
which the Securities are listed on a national or foreign securities exchange or
The NASDAQ Stock Market, Inc., and the closing sales prices are used and except
for Trust Fund Evaluations required by Section 5.02 in determining Redemption
Price, during the initial offering period, the evaluations of the Securities
shall generally be made in the manner described in Section 4.01(a) based on the
closing ask or offering prices of the Securities rather than the closing bid
prices and on current offering side exchange rates.
(j) Section 5.01 shall be amended to read in its entirety as
follows:
Section 5.01. Trust Fund Evaluation. As of the Evaluation Time
next following any tender by a Unitholder for redemption and on any other
business day desired by it or as may be required hereunder, the Trustee
shall as to each Trust Fund:
Add
(1) cash on hand in the Trust Fund (other than cash held
especially for the purchase of Contract Securities) and moneys in the
process of being collected from declared dividends,
(2) the aggregate value of each issue of the Securities in the
Trust Fund (including Contract Securities) as determined by the Evaluator
pursuant to Section 4.01, and
(3) all other assets of the Trust;
Deduct
(1) amounts representing any applicable taxes, governmental
charges or other charges pursuant to Section 3.03 payable out of the Trust
Fund and for which no deductions shall have previously been made for the
purpose of addition to the Reserve Account,
(2) amounts representing estimated accrued fees and expenses of
the Trust Fund including but not limited to unpaid Creation and Development
Fees, unpaid fees and expenses of the Trustee (including legal and auditing
expenses), the Evaluator, the Depositor and counsel, and
(3) amounts representing unpaid accrued organization costs, and
(4) cash allocated for distribution to Unitholders of the Trust
Fund of record as of the business day prior to the evaluation then being
made.
The resulting figure is herein called a "Trust Fund Evaluation."
Prior to the payment to the Depositor of its reimbursable organization
costs to be made at the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period in accordance with
Section 10.02, for purposes of determining the Trust Fund Evaluation under
this Section 5.01, the Trustee shall rely upon the amounts representing
unpaid accrued organization costs in the estimated amount per Unit set
forth in the Prospectus until such time as the Depositor notifies the
Trustee in writing of a revised estimated amount per Unit representing
unpaid accrued organization costs. Upon receipt of such notice, the Trustee
shall use this revised estimated amount per Unit representing unpaid
accrued organization costs in determining the Trust Fund Evaluation but
such revision of the estimated expenses shall not affect calculations made
prior thereto and no adjustment shall be made in respect thereof. Amounts
receivable by the Trust(s) in a foreign currency shall be reported to the
Evaluator who shall convert the same to U.S. dollars based on current
exchange rates, in the same manner as provided in Section 4.01, for the
conversion of the valuation of foreign Securities, and the Evaluator shall
report such conversion with each Evaluation made pursuant to Section 4.01.
(k) Notwithstanding anything to the contrary contained in
Sections 3.04, 3.11, 3.13, 4.03 and 8.05, expenses of the Trust shall be paid to
the appropriate party on or about the 15th day of each month. Until the Trustee
is notified by the Depositor that the primary offering period has terminated,
the fees, where applicable, shall be accrued daily and based on the number of
Units outstanding on each day.
After the primary offering period has terminated, the fees, where applicable,
shall accrue daily and be based on the number of Units outstanding on the most
recent prior Income Record Date specified in the Prospectus or the number of
Units outstanding at the end of the initial offering period, as
appropriate.
(l) Section 8.01(i) shall be amended to read in its entirety as
follows:
(i) Notwithstanding any provisions of this Agreement to the
contrary, no payment to a Depositor or to any principal underwriter (as defined
in the Investment Company Act of 1940) for the Trust Fund or to any affiliated
person (as so defined) or agent of a Depositor or such underwriter shall be
allowed the Trustee as an expense except (a) for payment of such reasonable
amounts as the Securities and Exchange Commission may prescribe as compensation
for performing bookkeeping and other administrative services of a character
normally performed by the Trustee, and (b) such other amounts permitted under
the Investment Company Act of 1940.
(m) All references to the "NASDAQ National Market System" herein
and in the Standard Terms and Conditions of Trust shall be replaced with "The
NASDAQ Stock Market, Inc."
(n) The following shall replace the second paragraph of Section
5.03 in its entirety:
All Units so tendered by a Unitholder (a "Rollover Unitholder")
shall be redeemed and cancelled on such date during the Special Redemption and
Liquidation Period as the Depositor shall determine and notify the Trustee
thereof. Subject to payment by such Rollover Unitholder of any tax or other
governmental charges which may be imposed thereon, such redemption is to be made
in kind pursuant to Section 5.02 by distribution of cash and/or Securities to
the Distribution Agent based on the net asset value on the date the Units are
redeemed and cancelled multiplied by the number of Units being redeemed (herein
called the "Rollover Distribution").
(o) Section 8.01 shall be amended to add the following as
paragraph (1):
(1) The Trustee except by reason of its own negligence or
willful misconduct shall not be liable for any action taken or suffered to be
taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.
(p) Section 3.06 shall be amended to read in its entirety as
follows:
Section 3.06. Extraordinary Sale of Securities. If necessary, in
order to maintain the sound investment character of the Trust(s), the Depositor
may direct the Trustee to sell or liquidate Securities in such Trust at such
price and time and in such manner as shall be determined by the Depositor,
provided that the Depositor has determined that any one or more of the following
conditions exist:
(a) that there has been a default on any of the Securities in
the payment of dividends, after declared and when due and payable;
(b) that any action or proceeding has been instituted at law or
equity seeking to restrain or enjoin the payment of dividends on any such
Securities, or that there exists any legal question or impediment affecting such
Securities or the payment of dividends from the same;
(c) that there has occurred any breach of covenant or warranty
in any document relating to the issuer of the Securities which would adversely
affect either immediately or contingently the payment of dividends from such
Securities, or the general credit standing of the issuer or otherwise impair the
sound investment character of such Securities;
(d) that there has been a default in the payment of dividends,
principal of or income or premium, if any, on any other outstanding obligations
of the issuer of such Securities;
(e) that the price of any such Securities had declined to such
an extent or other such credit factors exist so that in the opinion of the
Depositor, as evidenced in writing to the Trustee, the retention of such
Securities would be detrimental to the Trust Fund and to the interest of the
Unitholders;
(f) that the sale of Securities is necessary or advisable in
order to maintain the qualification of the Trust as a "regulated investment
company" in the case of a Trust which has elected to qualify as such; and
(g) that there has been a public tender offer made for a
Security or a merger or acquisition is announced affecting a Security, and that
in the opinion of the Sponsor the sale or tender of the Security is in the best
interest of the Unitholders.
Upon receipt of such direction from the Depositor, upon which the
Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified
Securities in accordance with such direction, and upon the receipt of the
proceeds of any such sale or liquidation, after deducting therefrom any fees and
expenses of the Trustee connected with such sale or liquidation and any
brokerage charges, taxes or other governmental charges shall deposit such net
proceeds in the Capital Account.
The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale made pursuant to any such
direction or by reason of the failure of the Depositor to give any such
direction, and in the absence of such direction the Trustee shall have no duty
to sell or liquidate any Securities under this Section 3.06 except to the extent
otherwise required by this Indenture. The Depositor shall not be liable for
errors of judgment in directing or failing to direct the Trustee pursuant to
this Section 3.06. This provision, however, shall not protect the Trustee or
Depositor against any liability for which they would otherwise be subject,
respectively, by reason of wilful misfeasance, bad faith or gross negligence in
the performance of their duties or by reason of their reckless disregard of
their obligations and duties hereunder.
(q) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following Section:
Section 3.15. Creation and Development Fee. If the Prospectus
related to the Trust(s) specifies a Creation and Development Fee, the Trustee
shall, on the last day of each month, withdraw from the Capital Account an
amount equal to the accrued and unpaid Creation and Development Fee as of such
date and credit such amount to a special non-Trust account designated by the
Depositor out of which the Creation and Development Fee will be distributed to
the Depositor (the "Creation and Development Account"). The Creation and
Development Fee will accrue on a daily basis at an annual rate as set forth in
the Prospectus for the Trust(s) based on a percentage of the average daily net
asset value of the Trust(s). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as directed by the
Depositor, advance funds in an amount required to fund the proposed withdrawal
and be entitled to reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and credit the proceeds
thereof to the Creation and Development Account, provided, however, that the
aggregate amount advanced by the Trustee at any time for payment of the Creation
and Development Fee shall not exceed $15,000. Such direction shall, if the
Trustee is directed to sell a Security, identify the Security to be sold and
include instructions as to the execution of such sale. In the absence of such
direction by the Depositor, the Trustee shall sell Securities sufficient to pay
the Creation and Development Fee (and any unreimbursed advance then outstanding)
in full, and shall select Securities to be sold in such manner as will maintain
(to the extent practicable) the relative proportion of the number of shares of
each Security then held. The proceeds of such sales, less any amounts paid to
the Trustee in reimbursement of its advances, shall be credited to the Creation
and Development Account. If a Trust is terminated pursuant to Section 8.01(g),
the Depositor agrees to reimburse the Unitholders for any amounts of the
Creation and Development Fee collected by the Depositor to which it is not
entitled. All advances made by the Trustee pursuant to this Section shall be
secured by a lien on the Trust(s) prior to the interest of Unitholders.
Notwithstanding the foregoing, the Depositor shall not receive any amount of the
Creation and Development Fee which exceeds the maximum amount per Unit stated in
the Prospectus. The Depositor shall notify the Trustee not later than ten
business days prior to the date on which it anticipates that the maximum amount
of the Creation and Development Fee it may receive has been accrued and shall
also notify the Trustee as of the date when the maximum amount of the Creation
and Development Fee has been accrued. The Trustee shall have no responsibility
or liability for damages or loss resulting from any error in the information
provided by the Depositor, or the Depositor's failure to provide the
information, specified in the preceding sentence. The Depositor agrees to
reimburse the Trust(s) and any Unitholder any amount of the Creation and
Development Fee it receives which exceeds the amount which the Depositor may
receive under applicable laws, regulations and rules.
(r) Paragraph (e) of Section 8.01 is amended to read as follows:
(e) (I) Subject to the provisions of subparagraphs (II) and
(III) of this paragraph, the Trustee may employ agents, sub-custodians,
attorneys, accountants and auditors and shall not be answerable for the
default or misconduct of any such agents, sub-custodians, attorneys,
accountants or auditors if such agents, sub-custodians, attorneys,
accountants or auditors shall have been selected with reasonable care. The
Trustee shall be fully protected in respect of any action under this
Indenture taken or suffered in good faith by the Trustee in accordance with
the opinion of counsel, which may be counsel to the Depositor acceptable to
the Trustee, provided, however, that this disclaimer of liability shall not
(i) excuse the Trustee from the responsibilities specified in subparagraph
II below or (ii) limit the obligation of the Trustee to indemnify the
Trust(s) under subparagraph III below. The fees and expenses charged by
such agents, sub-custodians, attorneys, accountants or auditors shall
constitute an expense of the Trust(s) reimbursable from the Income and
Capital Accounts of the affected Trust as set forth in section 8.05 and
3.04 hereof.
(II) The Trustee may place and maintain in the care of an
eligible foreign custodian (which is employed by the Trustee as a sub-
custodian as contemplated by subparagraph (I) of this paragraph (e) and
which may be an affiliate or subsidiary of the Trustee or any other entity
in which the Trustee may have an ownership interest) a Trust's foreign
securities, cash and cash equivalents in amounts reasonably necessary to
effect the Trust's foreign securities transactions, provided that the
Trustee hereby agrees to perform all the duties assigned by rule 17f-5 as
now in effect or as it may be amended in the future, to the boards of
directors of management investment companies. The Trustee's duties under
the preceding sentence will not be delegated.
As used in this subparagraph (II),
(1) "foreign securities" include: securities issued and sold
primarily outside the United States by a foreign government, a national of any
foreign country or a corporation or other organization incorporated or organized
under the laws of any foreign country and securities issued or guaranteed by the
government of the United States or by any state or any political subdivision
thereof or by any agency thereof or by any entity organized under the laws of
the United States or of any state thereof which have been issued and sold
primarily outside the United States.
(2) "eligible foreign custodian" means
(a) The following securities depositories and clearing agencies
which operate transnational systems for the central handling of securities or
equivalent book entries which, by appropriate exemptive order issued by the
Securities and Exchange Commission, have been qualified as eligible foreign
custodians for the Trust(s) but only for so long as such exemptive order
continues in effect: the Euroclear System ("Euroclear"), and Cedel Bank S.A.
("CEDEL").
(b) Any other entity that shall have been qualified as an
eligible foreign custodian for the foreign securities of the Trust(s) by the
Securities and Exchange Commission by exemptive order, rule or other appropriate
action, commencing on such date as it shall have been so qualified but only for
so long as such exemptive order, rule or other appropriate action continues in
effect.
(III) The Trustee will indemnify and hold the Trust(s)
harmless from and against any loss occurring as a result of an eligible foreign
custodian's willful misfeasance, reckless disregard, bad faith, or gross
negligence in performing custodial duties.
(s) Section 2.01(c) is hereby amended by adding the following at
the conclusion thereof:
If any Contract Obligation requires settlement in a foreign
currency, in connection with the deposit of such Contract Obligation the
Depositor will deposit with the Trustee either an amount of such currency
sufficient to settle the contract or a foreign exchange contract in such
amount which settles concurrently with the settlement of the Contract
Obligation and cash or a Letter of Credit in U.S. dollars sufficient to
perform such foreign exchange contract.
(t) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following section:
Section 3.16. Foreign Currency Exchange. Unless the Depositor
shall otherwise direct, whenever funds are received by the Trustee in
foreign currency, upon the receipt thereof or, if such funds are to be
received in respect of a sale of Securities, concurrently with the contract
of the sale for the Security (in the latter case the foreign exchange
contract to have a settlement date coincident with the relevant contract of
sale for the Security), the Trustee shall enter into a foreign exchange
contract for the conversion of such funds to U.S. dollars pursuant to the
instruction of the Depositor. The Trustee shall have no liability for any
loss or depreciation resulting from action taken pursuant to such
instruction.
(u) Section 2.01(b)(5) is hereby amended by adding the following at
the conclusion thereof:
Cash represented by a foreign currency shall be replicated in
such currency or, if the Trustee has entered into a contract for the
conversion thereof, in U.S. dollars in an amount replicating the dollars to
be received on such conversion.
(v) Section 8.01 shall be amended to add the following paragraph (m):
(m) The Chase Manhattan Bank, or an affiliate, may, when
instructed by the Sponsor pursuant to Section 3.16 enter into foreign exchange
transactions with the Trust, with the same rights and powers as if The Chase
Manhattan Bank were not the Trustee hereunder.
(w) The following is added to the end of the first paragraph of
Section 5.02.
Sales of foreign securities shall be made in such manner and at
such price as the Depositor, or its delegate, shall direct, and the Trustee
shall not be liable or responsible for depreciation or loss incurred by
reason of any sale made pursuant to such direction.
(x) Section 3.12 is hereby amended by adding the following at the
conclusion thereof:
The Depositor represents that the price paid by any Unitholder
for Units acquired through reinvestment of Trust distributions will be
reduced by the aggregate amount of unpaid deferred sales charges at the
time of the purchase to offset any subsequent collection by the Depositor
of deferred sales charges in respect of the Units so acquired.
(y) Section 3.10(a) is hereby replaced with the following:
The New Securities shall be Zero Coupon Obligations or Equity
Securities and shall, in the opinion of the Depositor, be of the same
general quality as those Securities originally deposited. New Securities
which are Zero Coupon Obligations must have the same maturity value as the
Special Securities and, as close as is reasonably practical, the same
maturity date, which must be on or prior to the Mandatory Termination Date.
(z) Section 2.01(b) shall be amended by adding the following at the
conclusion thereof:
The Trustee shall not accept any deposit pursuant to this Section
2.01(b) unless the Depositor and Trustee have each determined that the
maturity value of the Zero Coupon Obligations included in the deposit,
divided by the number of Units created by reason of the deposit, shall
equal $10.00.
(aa) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following sections:
3.17 Sale of Zero Coupon Obligations. a. Notwithstanding anything to
the contrary in the Standard Terms and Conditions of Trust, Zero Coupon
Obligations held by a Trust may not be sold unless the Depositor and the
Trustee have determined that the maturity value of the Zero Coupon
Obligations remaining after such proposed sale, divided by the number of
Units outstanding after any tendered Units are redeemed, shall equal or
exceed $10.00. However, Zero Coupon Obligations may be sold without
limitation in the event of the Trust's termination.
b. In the event that (i) Zero Coupon Obligations may not be sold to
fund a redemption of Units pursuant to paragraph (a) of this Section 3.17,
and (ii) no other Trust assets are available for liquidation to fund such
redemption, the Trustee will advance to the Trust such amounts as may be
necessary to pay the Redemption Value of the tendered Units. The Trustee
shall be reimbursed the amount of any such advance from the Trust as soon
as Zero Coupon Obligations may be sold in such amount as will not reduce
the maturity value of Zero Coupon Obligations still held in the Trust below
the amount required to distribute $10.00 per Unit from the proceeds of the
sale or maturity of the Zero Coupon Obligations upon the termination of the
Trust on the Mandatory Termination Date. The Trustee shall be deemed to be
the beneficial owner of the Zero Coupon Obligations held in the Trust to
the extent of all amounts advanced by it pursuant to this Section 3.17, and
such advances shall be secured by a lien on the Trust prior to the interest
of Unitholders, provided, however, that the Trustee's beneficial interest
in the Trust and the lien securing such interest shall not at any time
exceed such amount as would reduce the amount distributable from the Trust
upon maturity or sale of Zero Coupon Obligations upon the termination of
the Trust on the Mandatory Termination date to less than $10.00 per Unit.
c. In the event that (i) Zero Coupon Obligations may not be sold to
pay Trust expenses pursuant to paragraph (a) of this Section 3.17; and (ii)
no other Trust assets are available for liquidation to pay such expenses,
the Depositor shall be liable for such expenses required to be paid
pursuant to the Standard Terms and Conditions of Trust or otherwise
required for the administration of the Trust.
-3-
<PAGE>
In Witness Whereof, John Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 94 to be executed
by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or its Assistant Secretary and The Chase Manhattan Bank has caused
this Trust Indenture and Agreement to be executed by one of its Vice Presidents
or Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
John Nuveen & Co. Incorporated,
Depositor
By /s/ Benjamin T. Fulton
----------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Nicholas Dalmaso
-------------------------
Assistant Secretary
The Chase Manhattan Bank, Trustee
By /s/ Rosalia A. Raviele
----------------------------
Vice President
(Seal)
Attest:
By /s/ Joan A. Currie
--------------------------
Assistant Treasurer
-4-
<PAGE>
Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 94
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trust(s) in the Prospectus.)
-5-
<PAGE>
Exhibit 3.1
May 3, 2000
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 94
-----------------------------
Gentlemen:
We have served as counsel for you, as Depositor of Nuveen Unit Trusts,
Series 94 (hereinafter referred to as the "Fund"), in connection with the
issuance under the Trust Indenture and Agreement dated the date hereof between
John Nuveen & Co. Incorporated, as Depositor, and The Chase Manhattan Bank, as
Trustee, of Units of fractional undivided interest in the one or more Trusts of
said Fund (hereinafter referred to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Indenture and Agreement and the
establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trust(s) of the Fund have been duly
authorized; and
2. The book entry positions and certificates evidencing the Units in the
Trust(s) of the Fund when duly established or duly executed and delivered by
the Depositor and the Trustee in accordance with the aforementioned Trust
Indenture and Agreement, will constitute valid and binding obligations of such
Trust(s) and the Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-35488) 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 in the related Prospectus.
Respectfully submitted,
/s/ Chapman and Cutler
Chapman and Cutler
<PAGE>
Exhibit 3.2
May 3, 2000
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza, Third Floor
New York, New York 10004-2413
Re: Nuveen Unit Trusts, Series 94
----------------------------------------------------------------------
Gentlemen:
We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trusts, Series 94 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Trust(s), under a
Trust Indenture and Agreement dated May 3, 2000 (the "Indenture") between John
Nuveen & Co. Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee
and Evaluator.
In this connection, we have examined the Registration Statement, the form
of Prospectus proposed to be filed with the Securities and Exchange Commission,
the Indenture and such other instruments and documents we have deemed pertinent.
The opinions expressed herein assume that the Trust will be administered, and
investments by a Trust from proceeds of subsequent deposits, if any, will be
made, in accordance with the terms of the Indenture. The assets of each Trust
will consist of a portfolio of equity security ("Equity Securities") and, if
applicable, "Zero Coupon" U.S. Treasury bonds ("Treasury Obligations")
(collectively, the "Securities") as set forth in the Prospectus. For purposes of
the following discussion and opinion, it is assumed that the Equity Securities
are equity for federal income tax purposes, and the interest on the Treasury
Obligations is included in gross income for federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters of law
as we consider to be applicable, we are of the opinion that, under existing
United States federal income tax law:
I. The Trust is not an association taxable as a corporation for Federal
income tax purposes each Unitholder will be treated as the owner of a pro rata
portion of each asset of the Trust(s) under the Internal Revenue Code of 1986,
as amended ("the Code"); the income of the Trust,
<PAGE>
will be treated as income of each Unitholder and an item of Trust income will
have the same character in the hands of a Unitholder as it would have in the
hands of the Trust. Each Unitholder will be considered to have received his pro
rata share of income derived from each Trust asset when such income is
considered to be received by the Trust(s).
II. A Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, payment at
maturity or otherwise) or upon the sale or redemption of Units by such
Unitholder. The price a Unitholder pays for his Units generally including sales
charges, is allocated among his pro rata portion of each Security held by the
Trust(s) (in proportion to the fair market values thereof on the valuation date
closest to the date the Unitholder purchases his Units), in order to determine
his tax basis for his pro rata portion of each Security held by a Trust. The
Treasury Obligations are treated as stripped bonds and may be treated as bonds
issued at an original issue discount as of the date a Unitholder purchases his
Units. Because the Treasury Obligations represent interests in "stripped" U.S.
Treasury bonds, a Unitholder's tax basis for his pro rata portion of each
Treasury Obligation held by the Trust (determined at the time he acquires his
Units, in the manner described above) shall be treated as its "purchase price"
by the Unitholder. Original issue discount is effectively treated as interest
for federal income tax purposes and the amount of original issue discount in
this case is generally the difference between the bond's purchase price and its
stated redemption price at maturity. A Unitholder will be required to include in
gross income for each taxable year the sum of his daily portions of original
issue discount attributable to the Treasury Obligations held by the Trust as
such original issue discount accrues and will in general be subject to federal
income tax with respect to the total amount of such original issue discount that
accrues for such year even though the income is not distributed to the
Unitholders during such year to the extent it is not less than a "de minimis"
amount as determined under Treasury Regulations relating to stripped bonds. To
the extent the amount of such discount is less than the respective "de minimis"
amount, such discount is generally treated as zero. In general, original issue
discount accrues daily under a constant interest rate method which takes into
account the semi-annual compounding of accrued interest. In the case of the
Treasury Obligations, this method will generally result in an increasing amount
of income to the Unitholders each year. For Federal income tax purposes, a
Unitholder's pro rata portion of dividends as defined by Section 316 of the Code
paid by a corporation with respect to an Equity Security held by the Trust are
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unitholder's pro rata portion of dividends
paid on such Equity Security which exceed such current and accumulated earnings
and profits will first reduce a Unitholder's tax basis in such Equity Security,
and to the extent that such dividends exceed a Unitholder's tax basis in such
Equity Security shall generally be treated as capital gain. In general, the
holding period of such capital gain will be determined by the period of time a
Unitholder has held his Units.
III. A Unitholder's portion of gain, if any, upon the sale or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital gain, except in the case of a dealer or financial
institution. A Unitholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital loss, except in the case of a dealer or a financial
institution.
IV. Under the Indenture, under certain circumstances, a Unitholder
tendering Units for redemption may request an in kind distribution of Securities
upon the redemption of Units or upon the termination of the Trust. As previously
discussed, prior to the redemption of Units or the termination of the Trust, a
Unitholder is considered as owning a pro rata portion of each of the Trust's
assets. The receipt of an in kind distribution will result in Unitholders
receiving an undivided interest in Securities and possibly cash. The potential
federal income tax consequences which may occur under an in kind distribution
with respect to each Security owned by the Trust will depend upon whether or
not a Unitholder receives cash in addition to Securities. A Unitholder will not
recognize gain or loss with respect to a Security if a Unitholder only receives
Securities in exchange for his pro rata portion of the Securities held by the
Trust. However, if a Unitholder also receives cash in exchange for a fractional
share of a Security held by the Trust, such Unitholder will generally recognize
gain or loss based upon the difference between the amount of cash received for
the fractional share by the Unitholder and his tax basis in such fractional
share of a Security held by the Trust. The total amount of taxable gains (or
losses) recognized upon such redemption will generally equal the sum of the gain
(or loss) recognized under the rule described above by the redeeming Unitholder
with respect to each Security owned by the Trust.
<PAGE>
A domestic corporation owning Units in the Trust(s) may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by the Trust
(to the extent such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to the
limitations imposed by Sections 246 and 246A of the Code.
To the extent dividends received by the Trust(s) are attributable to
foreign corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.
Section 67 of the Code provides that certain itemized deductions, such as
investment expenses, tax return preparation fees and employee business expenses
will be deductible by individuals only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat some or
all of the expenses of the Trust(s) as miscellaneous itemized deductions subject
to this limitation.
A Unitholder will recognize taxable gain (or loss) when all or part of his
pro rata interest in a Security is either sold by the Trust(s) or redeemed or
when a Unitholder disposes of his Units in a taxable transaction, in each case
for an amount greater (or less) than his tax basis therefor, subject to various
non-recognition provisions of the Code.
It should be noted that payments to the Trust(s) of dividends on Equity
Securities that are attributable to foreign corporations may be subject to
foreign withholding taxes and Unitholders should consult their tax advisers
regarding the potential tax consequences relating to the payment of any such
withholding taxes by the Trust(s). Any dividends withheld as a result thereof
will nevertheless be treated as income to the Unitholders. Because under the
grantor trust rules, an investor is deemed to have paid directly his share of
foreign taxes that have been paid or accrued, if any, an investor may be
entitled to a foreign tax credit or deduction for United States tax purposes
with respect to such taxes. The Taxpayer Relief Act of 1997 imposes a required
holding period for such credits.
<PAGE>
Any gain or loss recognized on a sale or exchange will, under current law,
generally be capital gain or loss.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-35488) 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 in the related Prospectus.
Very truly yours,
/s/ Chapman and Cutler
Chapman and Cutler
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.3
May 3, 2000
The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trusts, Series 94
New York, New York 10004
Attention: Mr. Steven B. Wolinsky
Senior Vice President
Re: Nuveen Unit Trusts, Series 94
-----------------------------
Dear Sirs:
We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 94 (the "Trust Fund"), which will be established
under a Standard Terms and Conditions of Trust for Nuveen Unit Trust Series 4
and certain subsequent Series dated May 29, 1997 and a related Trust Indenture
and Agreement dated today's date (such Standard Terms and Conditions of Trust
and related Trust Indenture and Agreement are referred to collectively as the
"Indenture"), each between John Nuveen & Co. Incorporated, as Depositor (the
"Depositor"), and The Chase Manhattan Bank, as Trustee (the "Trustee"). Pursuant
to the terms of the Indenture, units of fractional undivided interest in the
Trust Fund will be issued (the "Units"), which Units may, in accordance with the
Indenture, be represented by a certificate or certificates (the "Certificates").
We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
<PAGE>
1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of
the Units.
3. By reason of the exemption contained in paragraph (a) of
Subdivision 8 of Section 270 of the New York Tax Law, no New York State
stock transfer tax will be payable in respect of any transfer of the
Certificates.
We consent to the filing of this opinion as an exhibit to the Registration
Statement (No. 333-35488) filed with the Securities and Exchange Commission with
respect to the registration of the sale of the Units and to the references to
our name under the captions "Tax Status" and "Legal Opinion" in such
Registration Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
-2-
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.4
May 3, 2000
The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trusts, Series 94
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. Steven B. Wolinsky
Senior Vice President
Re: Nuveen Unit Trusts, Series 94
-----------------------------
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust for Nuveen Unit Trust Series 4 and certain subsequent Series dated May 29,
1997 and a related Trust Indenture and Agreement dated today's date (such
Standard Terms and Conditions of Trust and related Trust Indenture and Agreement
are collectively referred to as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trusts, Series 94 (the "Trust Fund"),
and the confirmation by Chase, as Trustee under the Indenture, that it has
caused to be credited to the Depositor's account at The Depository Trust Company
a number of units constituting the entire interest in the Trust Fund (such
aggregate units being herein called "Units"), each of which represents an
undivided interest in such Trust Fund, which consists of common stocks
(including confirmations of contracts for the purchase of certain stock not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in the
amount required for such purchase upon the receipt of such stock), such stocks
being defined in the Indenture as Securities and referenced in the schedules to
the Indenture.
<PAGE>
We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"), the
form of certificate for the Units included in the Indenture and a specimen of
the certificates to be issued thereunder (the "Certificates") and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.
3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration books of
the Trust Fund the ownership of the Units by The Depository Trust Company,
where it has caused the Units to be credited to the account of the
Depositor. Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Trustee may
cause the Units to be transferred on the registration books of the Trust
Fund to such other names, and in such denominations, as the Depositor may
order, and may deliver Certificates evidencing such ownership as provided
in the Closing Memorandum.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
<PAGE>
[On Letterhead of The Chase Manhattan Bank]
Exhibit 4.2
May 3, 2000
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts--Series 94
----------------------------------------
Dear Sirs:
The Chase Manhattan Bank is acting as Evaluator for the series of Nuveen
Unit Trust set forth above (the "Trust"). We enclose a list of the Securities to
be deposited in the Trust on the date hereof. The prices indicated therein
reflect our evaluation of such Securities as of close of business on May 2,
2000 in accordance with the valuation method set forth in the Standard Terms
and Conditions of Trust for Nuveen Unit Trust Series 4 and subsequent. We
consent to the reference to The Chase Manhattan Bank as the party performing the
evaluations of the Trust Securities in the Registration Statement (No.
333-35488) filed with the Securities and Exchange Commission with respect to the
registration of the sale of the Trust Units and to the filing of this consent as
an exhibit thereto.
Very truly yours,
/s/ Jennifer Polintan
Assistant Treasurer
<PAGE>
Exhibit 4.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois
May 3, 2000
<PAGE>
EXHIBIT 6.2
POWER OF ATTORNEY
KNOWN BY ALL MEN PRESENT, that the undersigned, Chairman of the Board of
Directors and Chief Executive Officer of John Nuveen & Co. Incorporated, a
Delaware corporation, hereby constitutes and appoints Alan G. Berkshire,
Nicholas Dalmaso, Jessica Droeger, Larry W. Martin and Gifford R. Zimmerman, and
each of them (with full power to act alone) his true and lawful attorney-in-fact
and agent, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and affix his seal thereto and file one or
more Registration Statements on Form S-6 under the Securities Act of 1933 (the
"1933 Act") or any successor form required to be filed under the 1933 Act by
Nuveen Unit Trusts or Nuveen Tax-Free Unit Trust or series of such trusts,
including any amendment or amendments thereto, with all exhibits, Form N-8B-2
under the Investment Company Act of 1940 or any successor form including any
amendment or amendments thereto, with all exhibits, and any and all other
documents required to be filed or executed with respect to such trusts or any
series of the Nuveen Unit Trusts or Nuveen Tax-Free Unit Trust, whether or not
in existence at the date hereof with any regulatory authority, federal or state,
relating to the registration thereof, granting unto said attorneys, and each of
them, full power of authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned, Chairman of the Board of Directors and
Chief Executive Officer of John Nuveen & Co. Incorporated, has hereunto set his
hand this 28th day of April, 2000.
/s/ Timothy R. Schwertfeger
---------------------------
Signature
Timothy R. Schwertfeger
-----------------------
Print Name
STATE OF ILLINOIS )
COUNTY OF COOK )
On this 28th day of April, 2000, Timothy R. Schwertfeger personally
appeared before me, a Notary Public in and for said County and State, who is
known to me to be the person whose name and signature is affixed to the
foregoing Power of Attorney and who acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
Olevia Rubio
--------------------
Notary Public
My Commission Expires: 3/19/01
--------
<PAGE>
POWER OF ATTORNEY
KNOWN BY ALL MEN PRESENT, that the undersigned, President and Director of
John Nuveen & Co. Incorporated, a Delaware corporation, hereby constitutes and
appoints Alan G. Berkshire, Nicholas Dalmaso, Jessica Droeger, Larry W. Martin
and Gifford R. Zimmerman, and each of them (with full power to act alone) his
true and lawful attorney-in-fact and agent, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and affix his
seal thereto and file one or more Registration Statements on Form S-6 under the
Securities Act of 1933 (the "1933 Act") or any successor form required to be
filed under the 1933 Act by Nuveen Unit Trusts or Nuveen Tax-Free Unit Trust or
series of such trusts, including any amendment or amendments thereto, with all
exhibits, Form N-8B-2 under the Investment Company Act of 1940 or any successor
form including any amendment or amendments thereto, with all exhibits, and any
and all other documents required to be filed or executed with respect to such
trusts or any series of the Nuveen Unit Trusts or Nuveen Tax-Free Unit Trust,
whether or not in existence at the date hereof with any regulatory authority,
federal or state, relating to the registration thereof, granting unto said
attorneys, and each of them, full power of authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned, President and Director of John Nuveen
& Co. Incorporated, has hereunto set his hand this 28th day of April, 2000.
/s/ John P. Amboian
--------------------------
Signature
John P. Amboian
--------------------------
Print Name
STATE OF ILLINOIS )
COUNTY OF COOK )
On this 28th day of April, 2000, John P. Amboian personally appeared before
me, a Notary Public in and for said County and State, who is known to me to be
the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
Olevia Rubio
-----------------------
Notary Public
My Commission Expires: 3/19/01
--------
<PAGE>
POWER OF ATTORNEY
KNOWN BY ALL MEN PRESENT, that the undersigned, Controller and Vice
President of John Nuveen & Co. Incorporated, a Delaware corporation, hereby
constitutes and appoints Alan G. Berkshire, Nicholas Dalmaso, Jessica Droeger,
Larry W. Martin and Gifford R. Zimmerman, and each of them (with full power to
act alone) her true and lawful attorney-in-fact and agent, for her and on her
behalf and in her name, place and stead, in any and all capacities, to sign,
execute and affix her seal thereto and file one or more Registration Statements
on Form S-6 under the Securities Act of 1933 (the "1933 Act") or any successor
form required to be filed under the 1933 Act by Nuveen Unit Trusts or Nuveen
Tax-Free Unit Trust or series of such trusts, including any amendment or
amendments thereto, with all exhibits, Form N-8B-2 under the Investment Company
Act of 1940 or any successor form including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed or
executed with respect to such trusts or any series of the Nuveen Unit Trusts or
Nuveen Tax-Free Unit Trust, whether or not in existence at the date hereof with
any regulatory authority, federal or state, relating to the registration
thereof, granting unto said attorneys, and each of them, full power of authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises in order to effectuate the same as fully to all
intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned, Controller and Vice President of John
Nuveen & Co. Incorporated, has hereunto set her hand this 28th day of April,
2000.
/s/ Margaret E. Wilson
----------------------
Signature
Margaret E. Wilson
------------------
Print Name
STATE OF ILLINOIS )
COUNTY OF COOK )
On this 28th day of April, 2000, Margaret E. Wilson personally appeared
before me, a Notary Public in and for said County and State, who is known to me
to be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be her voluntary act and deed for the
intent and purposes therein set forth.
Olevia Rubio
-----------------------
Notary Public
My Commission Expires: 3/19/01
--------
<PAGE>
Memorandum
Nuveen Unit Trusts, Series 94
File No. 333-35488
The Prospectus and the Indenture filed with Amendment No. 1 to the
Registration Statement on Form S-6 have been revised to reflect information
regarding the deposit of securities on May 3, 2000 and to set forth certain data
based thereon. In addition, there are a number of other changes from the
Prospectus as originally filed.
An effort has been made to set forth below certain of the changes and also
to reflect all changes by marking the Prospectus submitted with the Amendment.
Form S-6
Facing Sheet. The amendment number is now provided.
The Prospectus
Part A. The date of the Prospectus and CUSIP numbers have been updated.
Part A. The "Fees and Expenses" section, including applicable footnotes,
has been updated.
Part A. The securities selected for the Trust(s) have been updated.
Part A. The period over which the deferred sales charge will be collected
has been updated.
Part A. The Schedule of Investments and the related footnotes have been
updated.
Part A. The Statement(s) of Condition and the related footnotes have been
updated.
Part A. The Report of Independent Public Accountants has been updated.
Part B. Page 1. The date of Part B of the Prospectus has been updated.
Part B. Back Cover. The date of Part B of the Prospectus has been updated.
Information Supplement. The date of the supplement and the series number
have been updated.
/s/ Chapman and Cutler
Chapman and Cutler
Chicago, Illinois
May 3, 2000
