<PAGE>
1933 Act File No. 44660
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 101
B. Name of Depositor: Nuveen Investments
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:
Nuveen Investments
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
----
----
: : This post-effective amendment designates a new effective date for a
---- previously filed post-effective amendment.
E. Title of securities being registered: Units of fractional undivided
beneficial interest.
F. Approximate date of proposed public offering: 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.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
<PAGE>
Prospectus Part A dated October , 2000
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Secu-
rities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
Preliminary Prospectus
Dated September 25, 2000
Subject to Completion
[NUVEEN LOGO]
Nuveen Unit Trusts, Series 101
15-Month Sector Portfolios
U.S. Bancorp Piper Jaffray Medical Solutions 15-Month Portfolio, September 2000
U.S. Bancorp Piper Jaffray Financial Scope 15-Month Portfolio, September 2000
Five-Year Sector Portfolios
U.S. Bancorp Piper Jaffray Medical Solutions Five-Year Portfolio, September
2000
U.S. Bancorp Piper Jaffray Financial Scope Five-Year Portfolio, September 2000
.Portfolios Seek Capital Appreciation
.Reinvestment Option
.Letter of Intent Available
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>
Nuveen Unit Trusts, Series 101
CUSIP Nos:
Dividend in
ReinvestedWrap
Cash
U.S. Bancorp Piper Jaffray Medical Solutions
15-Month Portfolio, October 2000
U.S. Bancorp Piper Jaffray Financial Scope
15-Month Portfolio, October 2000
U.S. Bancorp Piper Jaffray Medical Solutions
Five-Year Portfolio, October 2000
U.S. Bancorp Piper Jaffray Financial Scope
Five-Year Portfolio, October 2000
Overview
Nuveen Unit Trusts, Series 101 in-
cludes the separate unit investment
trusts listed above. Each Portfolio
invests in the securities of compa-
nies in its industry sector. Nuveen
Investments ("Nuveen") serves as the
Sponsor of the Portfolios.
Contents
2Overview
3
U.S. BANCORP PIPER JAFFRAY
MEDICAL SOLUTIONS 15-MONTH
8PORTFOLIO,OCTOBER 2000
U.S. BANCORP PIPER JAFFRAY
MEDICAL SOLUTIONS FIVE-YEAR
13PORTFOLIO,OCTOBER 2000
U.S. BANCORP PIPER JAFFRAY
FINANCIALSCOPE 15-MONTH
18PORTFOLIO,OCTOBER 2000
U.S. BANCORP PIPER JAFFRAY
FINANCIALSCOPE FIVE-YEAR
23PORTFOLIO,OCTOBER 2000
How to Buy and Sell Units
23Investing in the Portfolios
23Sales or Redemptions
24Risk Factors
25Distributions
25Income Distributions
25Capital Distributions
25General Information
25Termination
26The Sponsor
26Optional Features
U.S. Bancorp Piper Jaffray
U.S. Bancorp Piper Jaffray Equity
26Research
Letter of Intent
26Reinvestment
26Nuveen Mutual Funds
27
Notes to Portfolios
28
Statements of Condition
30
Report of Independent Public
Accountants
For the Table of Contents of Part
B, see Part B of the Prospectus.
---------
Units are not deposits or obligations of, or guaranteed by any bank. Units are
not FDIC insured and involve investment risk, including the possible loss of
principal.
---
2
<PAGE>
U.S. Bancorp Piper Jaffray Medical Solutions
15-Month Portfolio, October 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio is selected jointly by Nuveen and U.S. Bancorp Piper Jaffray.
U.S. Bancorp Piper Jaffray, a subsidiary of U.S. Bancorp, has more than 100
offices in 18 states. The Portfolio consists of the stocks of companies in the
health care industry. The Portfolio is diversified across this industry, in-
cluding companies involved in pharmaceuticals, medical devices and biotechnol-
ogy.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the health care sector;
. analyzes which subsectors may benefit from the predicted growth of health
care companies; and
. selects representative companies within each subsector by examining:
--products and/or services offered by the companies;
--the competitive environment;
--research and development capabilities;
--management expertise;
--strategic alliances;
--financing; and
--a fundamental and technical equity valuation assessment.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The health care industry is dedicated to developing and providing solutions to
sustain and improve the quality of life. Major developments in the health care
industry over the past decade have led to breakthrough products in areas such
as the central nervous system and cardiovascular system. Yet vast opportuni-
ties for new therapies still remain in these and other areas, including can-
cer, heart disease and obesity. Because of these product advances, and the
growing number of aging baby boomers who are moving towards years of peak
health care usage, overall demand is likely to increase.
"We believe investors can benefit from the trends in health care by focusing
investments on sectors that depend on research and development as the key
foundation to long-term revenue growth . . . . Included in this categorization
are pharmaceuticals, medical devices and biotechnology . . . . Select compa-
nies within these three sectors, in our opinion, offer sustainable growth op-
portunities with visible and relatively stable earnings prospects." (U.S.
Bancorp Piper Jaffray Portfolio Strategy Group, June 2000.)
There are a number of factors influencing U.S. Bancorp Piper Jaffray's posi-
tive recommendation of the health care industry.
Stable Demand Throughout the Economic Cycle: Health care spending is less de-
pendent on economic conditions than is spending in many other sectors. For
this reason, changes such as Federal Reserve rate hikes would have less of an
impact on health care companies than on other more economically sensitive sec-
tors.
Positive Long-term Demographic Trends: The aging of the baby boomer generation
and the lengthening of life expectancy should continue to increase overall de-
mand for health care. Currently, people age 65 and older account for approxi-
mately 15 percent of the population, yet they consume 33 percent of pharmaceu-
tical output. The World Health Organization estimates the global population
over age 60 will rise from 580 million in 1998 to more than one billion by
2020.
Development of New and Improved Therapies: Research in areas such as heart
disease, cancer, Alzheimer's disease, diabetes and obesity present high-growth
opportunities for companies within our recommended sectors.
Potential Acceleration of Productivity and Growth: Dramatic industry consoli-
dation
---
3
<PAGE>
through mergers, joint ventures and marketing agreements has taken place over
the last two years. Productivity and growth rates should improve as these
deals move from the planning stage to implementation. We believe these trends
will continue within the industry over the foreseeable future.
The U.S. Bancorp Piper Jaffray Portfolio Strategy Group has identified three
key areas of growth within the health care industry.
Pharmaceuticals--Pharmaceutical companies are involved in all phases of human
drug development, from compound identification and patenting to clinical tri-
als to marketing. While drug development has traditionally been centered on
chemical compounds, most companies have now expanded their research to
biopharmaceuticals, which are developed from proteins. In addition to human
drug revenues, many pharmaceutical companies have animal drug and consumer di-
visions.
Medical Devices--Medical devices are physical products and equipment not me-
tabolized by the body that are used to assist in the diagnosis and treatment
of medical conditions. The technology employed within medical device products
varies from being very simple, such as in hand-held surgical tools, to highly
complex, such as in implantable cardiac defibrillators.
Biotechnology--Biotechnology involves the application of genetic engineering
and DNA technology to produce therapies and products. Unlike traditional
drugs, which are chemically derived compounds, biopharmaceuticals use natu-
rally occurring processes to develop compounds.
Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
Future Portfolios
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
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.
. 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 health care industry. Adverse develop-
ments in these industries may significantly affect the value of your Units.
Companies involved in these industries must contend with the high costs of
research and development, and intense competition.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own health care stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy that includes the
investment in subsequent portfolios, if available.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
.You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
Shareholder Fees
<TABLE>
<CAPTION>
Percent
of Public Amount per
Offering $1,000
Price Invested(1)
--------- -----------
<S> <C> <C>
Sales Charge
Upfront Sales Charge(2)................................... 1.00% $10.00
Deferred Sales Charge(3).................................. 1.95% $19.50
----- ------
Total Maximum Sales Charge................................ 2.95% $29.50
</TABLE>
---
4
<PAGE>
Estimated Annual Operating Expenses
(Paid from Portfolio Assets)
<TABLE>
<CAPTION>
Approximate
Amount per Unit % of Public
(based on $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Creation and Development Fee(4)..................... $0.02500 0.250%
Other Operating Expenses(5)......................... $0.00175 0.0175%
-------- -------
Total............................................... $0.04525 0.4525%
Maximum Organization Costs(6)....................... $ 0.0225 0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the Upfront Sales Charge equals the difference between
the Maximum Sales Charge of a fixed 2.95% for non-breakpoint purchases and
any remaining deferred sales charges. Accordingly, the percentage amount
of the Upfront Sales Charge will vary over time.
(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
percentage provided is based on a $10 Unit as of the Initial Date of De-
posit and the percentage amount will vary over time.
(4) 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
0.75% 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.
(5) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(6) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 2.95% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.195 per Unit and are deducted monthly in installments of
$0.039 per Unit on the last business day of each month from , 2001,
through , 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 1.95% 2.95%
5,000 to 9,999................................... 0.75% 1.95% 2.70%
10,000 to 24,999................................. 0.50% 1.95% 2.45%
25,000 to 49,999................................. 0.25% 1.95% 2.20%
50,000 to 99,999................................. 0.00% 1.95% 1.95%
100,000 or more.................................. 0.00% 1.95%(4) 1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, at any point of purchase, using the
equivalent of 5,000 Units to $50,000, 10,000 Units to $100,000 etc., and
will be applied on that basis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
percentage provided is based on a $10 Unit as the Initial Date of Deposit
and the percentage amount will vary over time.
(4) All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 100,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge to 1.20%.
---
5
<PAGE>
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. The secondary
market sales charges for the Portfolio are the same as primary market charges
provided above.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- ------- --------- ---------
$362.07 $882.67 $1,429.24 $2,903.83
</TABLE>
While the Portfolio has a term of approximately 15 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.25% of the Public Offering Price
for primary and secondary market non-breakpoint purchases of Units to dealer
firms in connection with the sale of Units in a given transaction.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchasers and to other investors entitled to the
sales charge reduction applicable for Wrap Account Purchasers, as follows:
<TABLE>
<CAPTION>
%
Concession
Number of Units* per Unit
---------------- ----------
<S> <C>
Less than 5,000...................................................... 2.25%
5,000 to 9,999....................................................... 2.00%
10,000 to 24,999..................................................... 1.75%
25,000 to 49,999..................................................... 1.50%
50,000 to 99,999..................................................... 1.25%
100,000 or more...................................................... 0.60%
Rollover Purchases (per Unit)........................................ $0.13
Wrap Account Purchasers.............................................. 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 concession
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.
---
6
<PAGE>
--------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, October , 2000)
U.S. Bancorp Piper Jaffray Medical Solutions 15-Month Portfolio, October 2000
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----- ------ ---------
===== ====== =========
</TABLE>
---------
See "Notes to Portfolios."
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 fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
7
<PAGE>
U.S. Bancorp Piper Jaffray Medical Solutions Five-Year Portfolios, October
2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio is selected jointly by Nuveen and U.S. Bancorp Piper Jaffray.
U.S. Bancorp Piper Jaffray, a subsidiary of U.S. Bancorp, has more than 100
offices in 18 states. The Portfolio consists of the stocks of companies in the
health care industry. The Portfolio is diversified across this industry, in-
cluding companies involved in pharmaceuticals, medical devices and biotechnol-
ogy.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the health care sector;
. analyzes which subsectors may benefit from the predicted growth of compa-
nies; and
. selects representative companies within each subsector by examining:
--products and/or services offered by the companies;
--the competitive environment;
--research and development capabilities;
--management expertise;
--strategic alliances;
--financing; and
--a fundamental and technical equity valuation assessment.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The health care industry is dedicated to developing and providing solutions to
sustain and improve the quality of life. Major developments in the health care
industry over the past decade have led to breakthrough products in areas such
as the central nervous system and cardiovascular system. Yet vast opportuni-
ties for new therapies still remain in these and other areas, including can-
cer, heart disease and obesity. Because of these product advances, and the
growing number of aging baby boomers who are moving towards years of peak
health care usage, overall demand is likely to increase.
"We believe investors can benefit from the trends in health care by focusing
investments on sectors that depend on research and development as the key
foundation to long-term revenue growth . . . Included in this categorization
are pharmaceuticals, medical devices and biotechnology . . . Select companies
within these three sectors, in our opinion, offer sustainable growth opportu-
nities with visible and relatively stable earnings prospects." (U.S. Bancorp
Piper Jaffray Portfolio Strategy Group, June 2000.)
There are a number of factors influencing U.S. Bancorp Piper Jaffray's posi-
tive recommendation of the health care industry.
Stable Demand Throughout the Economic Cycle: Health care spending is less de-
pendent on economic conditions than is spending in many other sectors. For
this reason, changes such as Federal Reserve rate hikes would have less of an
impact on health care companies than on other more economically sensitive sec-
tors.
Positive Long-term Demographic Trends: The aging of the baby boomer generation
and the lengthening of life expectancy should continue to increase overall de-
mand for health care. Currently, people age 65 and older account for approxi-
mately 15 percent of the population, yet they consume 33 percent of pharmaceu-
tical output. The World Health Organization estimates the global population
over age 60 will rise from 580 million in 1998 to more than one billion by
2000.
Development of New and Improved Therapies: Research in areas such as heart
disease, cancer, Alzheimer's disease, diabetes and obesity present high-growth
opportunities for companies within our recommended sectors.
---
8
<PAGE>
Potential Acceleration of Productivity and Growth: Dramatic industry consoli-
dation through mergers, joint ventures and marketing agreements has taken
place over the last two years. Productivity and growth rates should improve as
these deals move from the planning stage to implementation. We believe these
trends will continue within the industry over the foreseeable future.
The U.S. Bancorp Piper Jaffray Portfolio Strategy Group has identified three
key areas of growth within the health care industry.
Pharmaceuticals--Pharmaceutical companies are involved in all phases of human
drug development, from compound identification and patenting to clinical tri-
als to marketing. While drug development has traditionally been centered on
chemical compounds, most companies have now expanded their research to bio-
pharmaceuticals, which are developed from proteins. In addition to human drug
revenues, many pharmaceutical companies have animal drug and consumer divi-
sions.
Medical Devices--Medical devices are physical products and equipment not me-
tabolized by the body that are used to assist in the diagnosis and treatment
of medical conditions. The technology employed within medical device products
varies from being very simple, such as in hand-held surgical tools, to highly
complex, such as in implantable cardiac defibrillators.
Biotechnology--Biotechnology involves the application of genetic engineering
and DNA technology to produce therapies and products. Unlike traditional
drugs, which are chemically derived compounds, biopharmaceuticals use natu-
rally occurring processes to develop compounds.
Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
Future Portfolios
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
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.
. 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 health care industry. Adverse develop-
ments in these industries may significantly affect the value of your Units.
Companies involved in these industries must contend with the high costs of
research and development and intense competition.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own health care stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
---
9
<PAGE>
Shareholder Fees
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Upfront Sales Charge(2)............................. 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales
Charge............................................. 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
(Paid From Portfolio Assets)
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- -------------
<S> <C> <C>
Trustee's Fee..................................... $0.00950 0.095%
Sponsor's Supervisory Fee......................... $0.00350 0.035%
Bookkeeping and Administrative Fees............... $0.00250 0.025%
Evaluator's Fee................................... $0.00300 0.030%
Creation and Development
Fee(4).......................................... $0.02500 0.250%
Other Operating Expenses(5)....................... $0.00175 0.0175%
-------- ------
Total............................................. $0.04525 0.4525%
Maximum Organization Costs(6)..................... $ 0.0225 0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the Upfront Sales Charge equals the difference between
the Maximum Sales Charge of a fixed 4.5% for non-breakpoint purchases and
any remaining deferred sales charges. Accordingly, the percentage amount
of the Upfront Sales Charge will vary over time.
(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
percentage provided is based on a $10 Unit as of the Initial Date of De-
posit and the percentage amount will vary over time.
(4) 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.
(5) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(6) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of each month from , 2001
through , 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 3.50% 4.50%
5,000 to 9,999................................... 0.75% 3.50% 4.25%
10,000 to 24,999................................. 0.50% 3.50% 4.00%
25,000 to 49,999................................. 0.00% 3.50% 3.50%
50,000 to 99,999................................. 0.00% 3.50%(4) 2.50%
100,000 or more.................................. 0.00% 3.50%(4) 1.50%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, at any point of purchase, using the
equivalent of 5,000 Units to $50,000, 10,000 Units to $100,000 etc., and
will be applied on that basis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
---
10
<PAGE>
(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
percentage provided is based on a $10 Unit as the Initial Date of Deposit
and the percentage amount will vary over time.
(4) All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 50,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------- ------- ----------
<S> <C> <C>
$513.57 $605.96 $706.94
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchasers and to other investors entitled to the
sales charge reduction applicable for Wrap Account Purchasers, as follows:
<TABLE>
<CAPTION>
%
Concession
Number of Units* per Unit
---------------- ----------
<S> <C>
Less than 5,000...................................................... 3.50%
5,000 to 9,999....................................................... 3.25%
10,000 to 24,999..................................................... 3.00%
25,000 to 49,999..................................................... 2.50%
50,000 to 99,999..................................................... 1.50%
100,000 or more...................................................... 0.75%
Rollover Purchases (per Unit)........................................ $0.25
Wrap Account Purchasers.............................................. 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 concession
per Unit.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.
---
11
<PAGE>
--------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, October , 2000)
U.S. Bancorp Piper Jaffray Medical Solutions Five-Year Portfolio, October 2000
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----- ----- -----
===== ===== =====
</TABLE>
---------
See "Notes to Portfolios."
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 fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
12
<PAGE>
U.S. Bancorp Piper Jaffray Financial Scope 15-Month Portfolio, October 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio is selected jointly by Nuveen and U.S. Bancorp Piper Jaffray.
U.S. Bancorp Piper Jaffray, a subsidiary of U.S. Bancorp, has more than 100 of-
fices in 18 states. The Portfolio consists of the stocks of financial services
companies. The Portfolio is diversified across the financial services sector,
including companies involved in banking, investment management, brokerage and
insurance.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the financial services sec-
tor;
. analyzes which subsectors may benefit from the predicted growth of financial
services companies; and
. selects the most attractive companies within each subsector by examining:
--products and/or services offered by the companies;
--the competitive environment;
--management expertise;
--strategic alliances and potential acquisitions;
--financing; and
--a fundamental and technical equity valuation assessment.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
Current expectations for Federal Reserve activity and economic growth bode well
for the financial services industry. Consumer confidence, company fundamentals,
market focus, consolidation, reform and competition indicate that financial
services companies offer an excellent opportunity to further diversify invest-
ors' equity holdings.
"We believe that the Federal Reserve is nearing the end of its rate-tightening
cycle. Our expectation is that the market's recognition of this will lead to
improved valuation of the financial services industry." (U.S. Bancorp Piper
Jaffray Portfolio Strategy Group, August 2000).
U.S. Bancorp Piper Jaffray believes that the following factors will promote
growth in the financial services industry:
Economic Expansion: The United States is in the midst of a record-long economic
expansion. Over the past nine years we have experienced tremendous growth and
opportunity. One factor that has contributed to this expansion is the Federal
Reserve's action to managed growth by raising interest rates. In addition, con-
sumer confidence has risen and consumer spending now accounts for two-thirds of
the U.S. GDP (Gross Domestic Product). This growth presents investment opportu-
nities in the financial sector.
Focus on Growth vs. Value: In today's market, diversifying within the financial
and technology sectors may benefit investors. Financial company stocks, which
are categorized within the "value" sector, have an inverse correlation with the
performance of the NASDAQ, which is primarily composed of technology companies.
Investors who would like to diversify their portfolios and lower their P/E mul-
tiples and risk, may benefit from diversifying between these two sectors.
Industry Consolidation: The U.S. financial industry remains fragmented, with a
very high level of competition. This consolidation should benefit the financial
institutions as productivity and efficiency is enhanced from cost takeout, geo-
graphical expansion, and product cross-selling opportunities. Consolidation
also represents an opportunity for investors looking for top-performing finan-
cial stocks.
Reform and Competition: The repeal of the Glass-Stegall Act of 1933 by the
Gramm-Leach-Bliley Act of 1999 has created newfound competition among players
in the financial industry. Key benefits of the repeal include full product of-
ferings for customers: savings and checking accounts, investment advice,
broader customer relationships as well as increased cross selling among busi-
ness divisions. It should also encour-
---
13
<PAGE>
age further consolidation of the industry in the long run.
Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
Future Portfolios
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
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.
. 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 financial services industry. Adverse
developments in this industry may significantly affect the value of your
Units. Companies involved in the financial services industry must contend
with rapid changes in technology, intense competition and government regu-
lation.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own stocks of financial services companies in one conve-
nient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy that includes the
investment in subsequent portfolios, if available.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
Shareholder Fees
<TABLE>
<CAPTION>
Percent
of Public Amount per
Offering $1,000
Price Invested(1)
--------- -----------
<S> <C> <C>
Sales Charge
Upfront Sales Charge(2)................................... 1.00% $10.00
Deferred Sales Charge(3).................................. 1.95% $19.50
----- ------
Total Maximum Sales Charge................................ 2.95% $29.50
</TABLE>
Estimated Annual Operating Expenses
(Paid from Portfolio Assets)
<TABLE>
<CAPTION>
Approximate
Amount per Unit % of Public
(based on $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Creation and Development Fee(4)..................... $0.02500 0.250%
Other Operating Expenses(5)......................... $0.00175 0.0175%
-------- -------
Total............................................... $0.04525 0.4525%
Maximum Organization Costs(6)....................... $ 0.0225 0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the Upfront Sales Charge equals the difference between
the
---
14
<PAGE>
Maximum Sales Charge of a fixed 2.95% for non-breakpoint purchases and any
remaining deferred sales charges. Accordingly, the percentage amount of the
Upfront Sales Charge will vary over time.
(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
percentage provided is based on a $10 Unit as of the Initial Date of De-
posit and the percentage amount will vary over time.
(4) 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
0.75% 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.
(5) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(6) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 2.95% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.195 per Unit and are deducted monthly in installments of
$0.039 per Unit on the last business day of each month from , 2001
through , 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 1.95% 2.95%
5,000 to 9,999................................... 0.75% 1.95% 2.70%
10,000 to 24,999................................. 0.50% 1.95% 2.45%
25,000 to 49,999................................. 0.25% 1.95% 2.20%
50,000 to 99,999................................. 0.00% 1.95% 1.95%
100,000 or more.................................. 0.00% 1.95%(4) 1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, at any point of purchase, using the
equivalent of 5,000 Units to $50,000, 10,000 Units to $100,000 etc., and
will be applied on that basis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
percentage provided is based on a $10 Unit as the Initial Date of Deposit
and the percentage amount will vary over time.
(4) All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 100,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge to 1.20%.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. The secondary
market sales charges for the Portfolio are the same as primary market charges
provided above.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include broker-
---
15
<PAGE>
age costs and other transactional fees. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- ------- --------- ---------
$362.07 $882.67 $1,429.24 $2,903.83
</TABLE>
While the Portfolio has a term of approximately 15 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.25% of the Public Offering Price
for primary and secondary market non-breakpoint purchases of Units to dealer
firms in connection with the sale of Units in a given transaction.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchasers and to other in vestors entitled to the
sales charge reduction applicable for Wrap Account Purchasers, as follows:
<TABLE>
<CAPTION>
%
Concession
Number of Units* per Unit
---------------- ----------
<S> <C>
Less than 5,000...................................................... 2.25%
5,000 to 9,999....................................................... 2.00%
10,000 to 24,999..................................................... 1.75%
25,000 to 49,999..................................................... 1.50%
50,000 to 99,999..................................................... 1.25%
100,000 or more...................................................... 0.60%
Rollover Purchases (per Unit)........................................ $0.13
Wrap Account Purchasers.............................................. 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 concession 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.
---
16
<PAGE>
--------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, October , 2000)
U.S. Bancorp Piper Jaffray Financial Scope 15-Month Portfolio, October 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----- --- -------
===== === =======
</TABLE>
---------
See "Notes to Portfolios."
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 fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
17
<PAGE>
U.S. Bancorp Piper Jaffray Financial Scope Five-Year Portfolio, October 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio is selected jointly by Nuveen and U.S. Bancorp Piper Jaffray.
U.S. Bancorp Piper Jaffray, a subsidiary of U.S. Bancorp, has more than 100
offices in 18 states. The Portfolio consists of the stocks of financial serv-
ices companies. The Portfolio is diversified across the mobile financial serv-
ices sector, including companies involved in banking, investment management,
brokerage and insurance.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the financial services sec-
tor;
. analyzes which subsectors may benefit from the predicted growth of financial
services companies; and
. selects the most attractive companies within each subsector by examining:
--products and/or services offered by the companies;
--the competitive environment;
--management expertise;
--strategic alliances and potential acquisitions;
--financing; and
--a fundamental and technical equity valuation assessment.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
Current expectations for Federal Reserve activity and economic growth bode
well for the financial services industry. Consumer confidence, company funda-
mentals, market focus, consolidation, reform and competition indicate that fi-
nancial services companies offer an excellent opportunity to further diversify
investors' equity holdings.
"We believe that the Federal Reserve is nearing the end of its rate-tightening
cycle. Our expectation is that the market's recognition of this will lead to
improved valuation of the financial services industry." (U.S. Bancorp Piper
Jaffray Portfolio Strategy Group, August 2000.)
U.S. Bancorp Piper Jaffray believes that the following factors will promote
growth in the financial services industry:
Economic Expansion: The United States is in the midst of a record-long eco-
nomic expansion. Over the past nine years we have experienced tremendous
growth and opportunity. One factor that has contributed to this expansion is
the Federal Reserve's action to managed growth by raising interest rates. In
addition, consumer confidence has risen and consumer spending now accounts for
two-thirds of the U.S. GDP (Gross Domestic Product). This growth presents in-
vestment opportunities in the financial sector.
Focus on Growth vs. Value: In today's market, diversifying within the finan-
cial and technology sectors may benefit investors. Financial company stocks,
which are categorized within the "value" sector, have an inverse correlation
with the performance of the NASDAQ, which is primarily composed of technology
companies. Investors who would like to diversify their portfolios and lower
their P/E multiples and risk, may benefit from diversifying between these two
sectors.
Industry Consolidation: The U.S. financial industry remains fragmented, with a
very high level of competition. This consolidation should benefit the finan-
cial institutions as productivity and efficiency is enhanced from cost take-
out, geographical expansion, and product cross-selling opportunities. Consoli-
dation also represents an opportunity for investors looking for top-performing
financial stocks.
Reform and Competition: The repeal of the Glass-Stegall Act of 1933 by the
Gramm-Leach-Bliley Act of 1999 has created newfound competition among players
in the financial industry. Key benefits of the repeal include full product of-
ferings for customers: savings and checking accounts, investment advice,
broader customer relationships as well as increased cross selling among busi-
ness divisions. It should also encourage further consolidation of the industry
in the long run.
---
18
<PAGE>
Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
Future Portfolios
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
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.
. 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 financial services industry. Adverse
developments in this industry may significantly affect the value of your
Units. Companies involved in the financial services industry must contend
with rapid changes in technology, intense competition and government regula-
tion.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own stocks of financial services companies in one conve-
nient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
Shareholder Fees
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Upfront Sales Charge(2)............................. 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales Charge.......................... 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
(Paid from Portfolio Assets)
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- -------------
<S> <C> <C>
Trustee's Fee..................................... $0.00950 0.095%
Sponsor's Supervisory Fee......................... $0.00350 0.035%
Bookkeeping and Administrative Fees............... $0.00250 0.025%
Evaluator's Fee................................... $0.00300 0.030%
Creation and Development
Fee(4).......................................... $0.02500 0.250%
Other Operating Expenses(5)....................... $0.00175 0.0175%
-------- -------
Total............................................. $0.04525 0.4525%
Maximum Organization Costs(6)..................... $ 0.0225 0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the Upfront Sales Charge equals the difference between
the Maximum Sales Charge of a fixed 4.5% for non-breakpoint purchases and
any remaining deferred sales charges. Accordingly, the percentage amount
of the Upfront Sales Charge will vary over time.
(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
percentage provided is based on a $10 Unit as of the Initial Date of De-
posit and the percentage amount will vary over time.
---
19
<PAGE>
(4) 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.
(5) Other Operating Expenses do not include brokerage costs and other transac-
tional fees,
(6) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of each month from , 2001,
through , 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 3.50% 4.50%
5,000 to 9,999................................... 0.75% 3.50% 4.25%
10,000 to 24,999................................. 0.50% 3.50% 4.00%
25,000 to 49,999................................. 0.00% 3.50% 3.50%
50,000 to 99,999................................. 0.00% 3.50%(4) 2.50%
100,000 or more.................................. 0.00% 3.50%(4) 1.50%
</TABLE>
---------
(1)Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, at any point of purchase, using the
equivalent of 5,000 Units to $50,000, 10,000 Units to $100,000 etc., and
will be applied on that basis which is more favorable to you.
(2)The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. Because the Upfront Sales Charge equals the difference between the
applicable Total Sales Charge and the remaining deferred charges, the per-
centage and dollar amount of the Upfront Sales Charge will vary as the Unit
price varies and after deferred charges begin.
(3)The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
percentage provided is based on a $10 Unit as the Initial Date of Deposit
and the percentage amount will vary over time.
(4)All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 50,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years Life of Portfolio
------- ------- -----------------
$513.57 $605.96 $ 706.94
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary
market non-breakpoint purchases of Units to dealer firms in connection with
the sale of Units in a given transaction.
---
20
<PAGE>
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchasers and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchasers, as follows:
<TABLE>
<CAPTION>
%
Concession
Number of Units* per Unit
---------------- ----------
<S> <C>
Less than 5,000...................................................... 3.50%
5,000 to 9,999....................................................... 3.25%
10,000 to 24,999..................................................... 3.00%
25,000 to 49,999..................................................... 2.50%
50,000 to 99,999..................................................... 1.50%
100,000 or more...................................................... 0.75%
Rollover Purchases (per Unit)........................................ $0.25
Wrap Account Purchasers.............................................. 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 concession per
Unit.
See "Distributions of Units to the Public" in Part B of the Propsectus for ad-
ditional infomation on dealer concessions, volume incentives and secondary mar-
ket concessions.
---
21
<PAGE>
--------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, October , 2000)
U.S. Bancorp Piper Jaffray Financial Scope Five-Year Portfolio, October 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----- --- -------
===== === =======
</TABLE>
See "Notes to Portfolios."
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 fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
22
<PAGE>
How to Buy and Sell Units
Investing in the Portfolios
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 September , 2000, the Initial Date of Deposit, the per Unit Public Of-
fering Price for each Portfolio is $10.00. As described above, Units are sub-
ject to an Upfront Sales Charge that is equal to the difference between the
Total Maximum Sales Charge of 4.50% of the Public Offering Price for the Five-
Year Portfolios (2.95% of the Public Offering Price for the 15-Month Portfo-
lios) and the remaining deferred sales charges. If a Portfolio has any remain-
ing deferred sales charges, you will also pay those charges. Deferred sales
charges are deducted monthly in installments of $0.039 per Unit for the 15-
Month Portfolios and $0.07 per Unit for the Five-Year Portfolios from
, 2001 to , 2001. The Public Offering Price includes the sales charge
and the estimated organization cost of $0.0225 per Unit. The Public Offering
Price changes every day with changes in the price of the securities. As of the
close of business on September , 2000, the number of Units of each Portfolio
may be adjusted so that the per Unit Public Offering Price will equal $10.00.
If you are buying Units in the primary market with assets received from the
redemption or termination of another Nuveen Defined Portfolio, you will pay a
reduced sales charge of $0.35 per Unit for the Five-Year Portfolios and $0.195
per Unit for the 15-Month Portfolios. You may also buy Units with that sales
charge if you are purchasing Units in the primary market with the termination
proceeds from a non-Nuveen unit trust with a similar investment strategy. Such
purchases entitled to this sales charge reduction may be classified as
"Rollover Purchases."
Wrap Account Purchasers and certain other investors described in Part B of the
Prospectus, may buy Units with a sales charge equal to the portion of the
sales charge retained by the Sponsor for non-breakpoint purchases (approxi-
mately 1% of the Public Offering Price for Five-Year Portfolios and 0.70% of
the Public Offering Price for 15-Month Portfolios). Wrap account arrangements
generally involve additional fees charged by your broker, financial advisor or
financial planner.
The discount for Wrap Account Purchasers is available whether or not you pur-
chase Units with the Wrap CUSIP option. 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 of the Portfolio.
Each Portfolio's securities are valued by the Evaluator, The Chase Manhattan
Bank, generally on the basis of their closing sales prices on the applicable
securities exchange or The Nasdaq Stock Market, Inc. every business day.
The Sponsor intends to periodically create additional Units of the Portfolios.
See "Nuveen Defined Portfolios" and "Composition of Trusts" in Part B of the
Prospectus for more details.
See "Public Offering Price" and "Market for Units" in Part B for additional
information on investing in the Portfolios.
Sales or Redemptions
Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current market value. Unitholders of the Portfolios who pur-
chase at least 1,000 Units or whose Units are worth $10,000, as determined by
the Trustee, may elect to be distributed the underlying stock, rather than
cash, if the election is made at least five business days prior to a Portfo-
lio's termination. In-kind distributions are not available for the REIT Sector
Portfolio or for foreign securities not traded on a U.S. securities exchange.
Although not obligated to do so, the Sponsor may maintain a market for Units
and offer to repurchase the Units at prices based on their current market val-
ue. If a secondary market is not maintained, a Unitholder may still redeem
Units through the Trustee.
During the period ending with the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period, the price at which the
Trustee will redeem Units and the
---
23
<PAGE>
price at which the Sponsor may repurchase Units include estimated organization
costs. After such period, the amount paid will not include such estimated or-
ganization 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 a Portfolio. Recently, equity markets have
experienced significant volatility. Your investment is at risk primarily be-
cause of:
. Market risk
Market risk is the risk that a particular stock in a Portfolio, the Portfo-
lio itself or stocks in general may fall in value. Market value may be af-
fected by a variety of factors including:
--General stock market movements;
--Changes in the financial condition of an issuer or an industry;
--Changes in perceptions about an issuer or an industry;
--Interest rates and inflation;
--Governmental policies and litigation; and
--Purchases and sales of securities by the Portfolio.
. Inflation risk
Inflation risk is the risk that the value of assets or income from invest-
ments will be less in the future as inflation decreases the value of money.
. Small and start-up company risk
Some of the stocks selected for the Portfolios may be issued by small capi-
talization companies or start-up companies that have recently begun opera-
tions. These stocks customarily involve more investment risk than larger
capitalization or more seasonal stocks. These additional risks are due in
part to the following factors. Small cap and start-up companies may:
--Have limited product lines, markets or financial resources;
--Have less publicly available information;
--Lack management depth or experience;
--Be less liquid;
--Be more vulnerable to adverse general market or economic developments; and
--Be dependent upon products that were recently brought to market or key
personnel.
. Concentration risk
When stocks in a particular industry make up 25% or more of a Portfolio, it
is said to be "concentrated" in that industry, which makes a Portfolio less
diversified and subject to more market risk. The Portfolios are concentrated
in the securities of their respective industries. Please be aware that the
industry predictions contained in the Prospectus for the Portfolios may not
materialize, and that the companies selected for a Portfolio do not repre-
sent its entire industry and such Portfolio may not participate in the ex-
pected overall industry growth.
Additionally, companies in each of the Portfolios may have:
--Exceptionally high price-to-earnings ratios with little or no earnings
histories; and
--Experienced extreme price and volume fluctuations that often have been un-
related to their operating performance.
. Foreign risks
Certain of the securities included in the Portfolios may be stocks and/or
American Depositary Receipts ("ADRs") of foreign companies. ADRs are denomi-
nated in U.S. dollars and are typically issued by a U.S. bank or trust com-
pany. An ADR evidences ownership of an underlying foreign security. The
presence of either ADRs or other foreign securities in a Portfolio is indi-
cated in the Schedule of Investments for that Portfolio.
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;
---
24
<PAGE>
--less liquidity;
--more volatile prices;
--reduced government regulation;
--different accounting standards;
--foreign taxation; and
--less publicly available information.
The purchase and sale of foreign securities not listed on a U.S. securities
exchange will occur only in foreign securities markets. Some of the factors
described above may make it impossible to buy or sell such securities in a
timely manner. Custody of certain of the securities held in a Portfolio may
be maintained by Cedel Bank S.A., a global custody and clearing institution
which has entered into a sub-custodian relationship with the Trustee.
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.
. Currency risks
Because securities of foreign issuers generally pay dividends and trade in
foreign currencies, the U.S. dollar value of these securities (and therefore
your Units) will vary with fluctuations in foreign exchange rates. Most for-
eign currencies have fluctuated widely in value against the U.S. dollar for
various economic and political reasons.
To determine the value of non-U.S. securities denominated in a foreign cur-
rency or their dividends, the Trustee will estimate current exchange rates
for the relevant currencies based on activity in the various currency ex-
change markets. However, these markets can be quite volatile, depending on
the activity of the large international commercial banks, various central
banks, large multinational corporations, speculators and other buyers and
sellers of foreign currencies. Since actual foreign currency transactions
may not be instantly reported, the exchange rates estimated by the Trustee
may not reflect the amount a Portfolio would receive, in U.S. dollars, had
the Trustee sold any particular currency in the market. When instructed by
the Sponsor, the Evaluator, The Chase Manhattan Bank, may utilize its own,
or an affiliate's, exchange rate quotations.
Distributions
Income Distributions
Cash dividends received by a Portfolio, net of expenses, will be paid on the
last business day of each June and December ("Income Distribution Dates"), be-
ginning December 29, 2000, to Unitholders of record each June 15 and December
15 ("Income Record Dates"), respectively.
Capital Distributions
Distributions of funds in the Capital Account, net of expenses, will be made
when a Portfolio terminates. In certain circumstances, additional distribu-
tions may be made.
See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.
General Information
Termination
Commencing on , 2001 and , 2005 for the 15-Month Sector
Portfolios and the Five-Year Sector Portfolios, respectively, the Mandatory
Termination Dates, the securities in the applicable Portfolio will begin to be
sold as prescribed by the Sponsor. The Trustee will provide written notice of
the termination to Unitholders which will specify when certificates may be
surrendered.
Unitholders will receive a cash distribution within a reasonable time after a
Portfolio terminates. Unitholders who purchase at least 1,000 Units or whose
Units are worth $10,000 may elect to be distributed the underlying stock if
the election is made at least five business days prior to a Portfolio's termi-
nation. However, in-kind distributions are not available for foreign securi-
ties not traded on a U.S. securities exchange. See "Distributions to
Unitholders" and "Other Information--Termination of Indenture" in Part B of
the Prospectus for more details.
---
25
<PAGE>
The Sponsor
Since our founding in 1898, Nuveen Investments (formerly known as 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-efficient investing, believes that a care-
fully selected portfolio can play an important 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 the Portfolio. We invite you to discuss the contents with your finan-
cial advisor, or you may call us at 800-257-8787 for additional information.
Nuveen personnel may from time to time maintain a position in certain stocks
held by the Portfolio.
U.S. Bancorp Piper Jaffray
U.S. Bancorp Piper Jaffray, a subsidiary of Minneapolis-based U.S. Bancorp,
provides a full range of investment products and services to individuals, in-
stitutions and businesses. The company has a national reputation for its ex-
pertise in fundamental and technical research and has seventy-five analysts
covering more than 300 companies in five core industries: consumer, financial
institutions, health care, industrial growth and technology. Analysts are lo-
cated in Minneapolis, San Francisco, Menlo Park, CA and New York.
U.S. Bancorp Piper Jaffray Equity Research
The Portfolio Strategy Group of U.S. Bancorp Piper Jaffray provides investment
advice, financial strategies and recommendations primarily to individual in-
vestors. Based in Minneapolis, the Group offers independent market and secu-
rity analysis using the information, tools and resources of the U.S. Bancorp
Piper Jaffray Research Department, national research correspondents, industry
publications, company contacts and data services.
Optional Features
Letter of Intent (LOI)
Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
Unitholders will not be permitted to apply future rollover purchases to sat-
isfy the LOI amount. The minimum LOI investment is $50,000. See "Public Offer-
ing Price" in Part B of the Prospectus for details.
Reinvestment
Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distri-
butions from a Portfolio can be reinvested into additional Units of the Port-
folio without a sales charge. See "Distributions to Unitholders" and "Accumu-
lation Plan" in Part B of the Prospectus for details.
Nuveen Mutual Funds
Portfolio purchases may be applied toward breakpoint pricing discounts for
Nuveen Mutual Funds. For more information about Nuveen investment products,
obtain a prospectus from your financial advisor.
---
26
<PAGE>
-------------------------------------------------------------------------------
Notes to Portfolios
---------
(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 October , 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 on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Trustee. As of the
Initial Date of Deposit, other information regarding the Securities is as
follows:
<TABLE>
<CAPTION>
Estimated Estimated Net
Annual Income Annual Income
Value of Cost to Gain Distributions Distributions
Securities Sponsor (loss) Per Portfolio Per Unit
---------- -------- ------ ------------- -------------
<S> <C> <C> <C> <C> <C>
U.S. Bancorp Piper
Jaffray Medical
Solutions 15-Month
Portfolio, October
2000...................
U.S. Bancorp Piper
Jaffray Medical
Solutions Five-Year
Portfolio, October
2000...................
U.S. Bancorp Piper
Jaffray Financial Scope
15-Month Portfolio,
October 2000...........
U.S. Bancorp Piper
Jaffray Financial Scope
Five-Year Portfolio,
October 2000...........
</TABLE>
Estimated Annual Income Distributions are based on the most recent ordinary
dividend paid on that Security. Estimated Net Annual Income Distributions
per Unit are based on the number of Units and the aggregate value of the
Securities per Unit as of the Initial Date of Deposit. Investors should note
that the actual amount of income distributed per Unit by the Portfolio will
vary from the estimated amount due to a variety of factors including,
changes in the items described in the preceding sentence, expenses and
actual dividends declared and paid by the issuers of the Securities.
(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
(4) This Security is a foreign security not listed on a U.S. exchange.
(5) This Security represents the common stock of a foreign company which
trades directly on a United States national securities exchange.
(6) This Security is an American Depositary Receipt of a foreign company that
is denominated in U.S. dollars and traded on a U.S. exchange.
Please note that if this Prospectus is used as a preliminary prospectus for
future Nuveen Defined Portfolios, the portfolios will contain different stocks
from those described in this Prospectus.
-------------------------------------------------------------------------------
---
27
<PAGE>
Statements of Condition
(at the Initial Date of Deposit, October , 2000)
<TABLE>
<CAPTION>
Medical Financial
Solutions Scope
15-Month 15-Month
Sector Sector
Portfolio Portfolio
Trust Property --------- ---------
<S> <C> <C>
Investment in securities represented by purchase
contracts(1)(2)............................................. $120,262 $124,979
======== ========
<CAPTION>
Liabilities and Interest of Unitholders
Liabilities:
<S> <C> <C>
Deferred sales charge(3)................................... $ 2,369 $ 2,462
Reimbursement of Sponsor for organization costs(4)......... $ 273 $ 284
-------- --------
Total................................................... $ 2,642 $ 2,746
======== ========
<CAPTION>
Interest of Unitholders:
<S> <C> <C>
Units of fractional undivided interest outstanding......... 12,147 12,624
-------- --------
Cost to investors(5)....................................... $121,441 $126,204
Less: Gross underwriting commission(6).................... $ 3,548 $ 3,687
Less: Organization costs(4)............................... $ 273 $ 284
-------- --------
Net amount applicable to investors......................... $117,620 $122,233
-------- --------
Total................................................... $120,262 $124,979
======== ========
</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
($0.195 per Unit), payable to the Sponsor in five equal monthly install-
ments of $0.039 per Unit beginning on , and on the last
business day thereafter through .
(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing a
Portfolio. These costs have been estimated at $0.0225 per Unit for each
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of a Portfolio.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 2.95% per Unit includes both an
Upfront and a Deferred Sales Charge and has been calculated on the assump-
tion that the Units sold are not subject to a reduction of sales charges
for quantity purchases. In single transactions involving 5,000 Units or
more, the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B
of this Prospectus.)
---
28
<PAGE>
Statements of Condition (continued)
(at the Initial Date of Deposit, October , 2000)
<TABLE>
<CAPTION>
Medical Financial
Solutions Scope
Five-Year Five-Year
Sector Sector
Portfolio Portfolio
Trust Property --------- ---------
<S> <C> <C>
Investment in securities represented by purchase
contracts(1)(2).......................................... $120,262 $124,979
======== ========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)................................ $ 4,251 $ 4,418
Reimbursement of Sponsor for organization costs(4)...... $ 273 $ 284
-------- --------
Total................................................ $ 4,524 $ 4,702
======== ========
Interest of Unitholders:
Units of fractional undivided interest outstanding...... 12,147 12,624
-------- --------
Cost to investors(5).................................... $121,423 $126,185
Underwriting commission(6)............................. $ 5,412 $ 5,624
Less: Organization costs(4)............................ $ 273 $ 284
-------- --------
Net amount applicable to investors...................... $115,738 $120,277
-------- --------
Total................................................ $120,262 $124,979
======== ========
</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 ($0.35
per Unit) payable to the Sponsor in five equal monthly installments of
$0.07 per Unit beginning on and on the last business day
thereafter through .
(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing a
Portfolio. These costs have been estimated at $0.0225 per Unit for each
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of a Portfolio.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% per Unit includes both an
Upfront and a Deferred Sales Charge and has been calculated on the assump-
tion that the Units sold are not subject to a reduction of sales charges
for quantity purchases. In single transactions involving 5,000 Units or
more, the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B
of this Prospectus.)
---
29
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of Nuveen Investments and Unitholders of Nuveen Unit
Trusts, Series 101:
We have audited the accompanying statements of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 101 as of October , 2000. These financial state-
ments are the responsibility of the Sponsor. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with 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 statements 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 statements of condition and the schedules of investments
at date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 101, as of October ,
2000, in conformity with accounting principles generally accepted in the
United States.
ARTHUR ANDERSEN LLP
Chicago, Illinois
October , 2000
---
30
<PAGE>
[Nuveen Defined Portfolios Logo]
NUVEEN UNIT TRUSTS, SERIES 101
PROSPECTUS -- PART A
October , 2000
Sponsor Nuveen Investments
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. 333-44660)
Investment Company Act of 1940 (file no. 811-08103)
More information about the Portfolios, 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. Portfolio in-
formation is also available on the EDGAR Database on the Commission's website
at http://www.sec.gov, or may be obtained at prescribed 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
Portfolio not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.
When Units of a Portfolio are no longer available or for investors who will
reinvest into subsequent series of a 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 September 6, 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>
[LOGO NUVEEN DEFINED PORTFOLIOS]
NUVEEN EQUITY PORTFOLIO
PROSPECTUS -- PART B
September 6, 2000
Sponsor Nuveen Investments
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 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. Portfolio
information is also available on the EDGAR Database on the Commission's website
at http://www.sec.gov, or may be obtained at prescribed 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>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This Registration Statement comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Standard Terms and Conditions of Trust for Nuveen Unit Trust, Series 103
and certain subsequent series, effective October 2, 2000 between Nuveen
Investments, Depositor and The Bank of New York, Trustee and Evaluator
(to be supplied by amendment).
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
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 (to be
supplied by amendment).
--------------------
S-1
<PAGE>
3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).
3.4 Opinion of counsel as to the Trustee and the Trust(s) (to be supplied by
amendment).
4.2 Consent of The Bank of New York (to be supplied by amendment).
4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor and other related information
(filed as Exhibit 6.1 to Amendment No. 3 to the Registration Statement on
Form S-6 relating to Nuveen Unit Trusts, Series 99 [File No. 333-41658]
filed on August 8, 2000 and incorporated herein by reference).
C. Explanatory Note
This Registration Statement may contain multiple separate prospectuses.
Each propectus will relate to an individual unit investment trust and will
consist of a Part A, a Part B and an Information Supplement.
D. Undertakings
(1) The Information Supplement to the Trust will not include third party
financial information.
S-2
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 101 has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City of
Chicago and State of Illinois on the 25th day of September, 2000.
NUVEEN UNIT TRUSTS, SERIES 101
(Registrant)
By NUVEEN INVESTMENTS
(Depositor)
By /s/ Jennifer L. Bartenhagen
-------------------------------
Vice President
Attest /s/ Nicholas Dalmaso
---------------------------
Assistant Secretary
S-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors, )
Chief Executive Officer )
and Director )
) /s/ Larry W. Martin
John P. Amboian President and Director ) -------------------
) Larry W. Martin
) Attorney-in-Fact**
)
Margaret E. Wilson Vice President and )
Controller ) September 25, 2000
)
</TABLE>
----------
* The titles of the persons named herein represent their capacity in and
relationship to Nuveen Investments, the Depositor.
**The powers of attorney for Messrs. Amboian and Schwertfeger and for Ms. Wilson
were filed on May 3, 2000 as Exhibit 6.2 to Nuveen Unit Trusts, Series 94 (File
No. 333-35488).
S-4
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Registration Statement will be
filed as Exhibit 4.4 to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement will be contained in its opinions to be
filed as Exhibits 3.1 and 3.2 to the Registration Statement.
Consent of The Bank of New York
The consent of The Bank of New York to the use of its name in the Prospectus
included in the Registration Statement will be filed as Exhibit 4.2 to the
Registration Statement.
Consent of Winston & Strawn
The consent of Winston & Strawn to the use of its name in the Prospectus
included in the Registration Statement will be filed as Exhibit 3.3 to the
Registration Statement.
S-5