<PAGE>
As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 333-80211
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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A.EXACT NAME OF TRUST:
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series II,
Technology Trust Series II, and Pinnacle Trust Large Cap Series III
B.NAME OF DEPOSITORS:
McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang
Distributors, Inc.
C.COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang
30 Wall Street Distributors, Inc.
New York, New York 10005 600 Fifth Avenue
New York, New York 10020
D.NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
ALLAN M. VOGEL PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
President Executive Vice President Battle Fowler LLP
McLaughlin, Piven, Vogel Reich & Tang 75 East 55th Street
Securities, Inc. Distributors, Inc. New York, New York 1002
30 Wall Street 600 Fifth Avenue (212) 856-6858
New York, New York 10005 New York, New York 10020
E.TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of McLaughlin, Piven, Vogel Family of Trusts,
Industrial Trust Series II, Technology Trust Series II, and Pinnacle Trust
Large Cap Series III are being registered under the Securities Act of 1933
pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite.
G.AMOUNT OF FILING FEE:
No filing fee required.
H.APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
[X]Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
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<PAGE>
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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
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INDUSTRIAL TRUST SERIES II
TECHNOLOGY TRUST SERIES II
PINNACLE TRUST LARGE CAP SERIES III
A unit investment trust comprised of three separate portfolios.
INDUSTRIAL TRUST: The investment objective of the Industrial Trust is to
maximize total return through capital appreciation.
TECHNOLOGY TRUST: The investment objective of the Technology Trust is to
maximize total return through capital appreciation.
PINNACLE TRUST: The investment objective of the Pinnacle Trust is to
maximize total return through a combination of capital appreciation and
current dividend income.
The Sponsors are McLaughlin, Piven, Vogel Securities, Inc. and Reich & Tang
Distributors, Inc.
This Prospectus consists of two parts. Part A contains the Summary of
Essential Information including descriptive material relating to the Trusts
and the Statements of Financial Condition of the Trusts. Part B contains
general information about the Trusts. Part A and Part B must be distributed
together. Read and retain this Prospectus for future reference.
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The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contracy is a criminal offense.
PROSPECTUS DATED JULY 20, 1999
<PAGE>
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE. The Industrial Trust Series II (the "Industrial Trust")
and the Technology Trust Series II (the "Technology Trust") each seek to
maximize total return through capital appreciation. The Pinnacle Trust Large
Cap Series III (the "Pinnacle Trust") seeks to maximize total return through a
combination of capital appreciation and current dividend income. There is no
guarantee that the investment objectives of the Trusts will be achieved.
STRATEGY OF PORTFOLIO SELECTION.
The Industrial Trust. The Industrial Trust seeks to achieve its investment
objective by investing in a fixed portfolio of the 25 best performing stocks on
the S&P 500 Index*, as measured by price appreciation, during the twelve-month
period ending March 31, 1999. Price appreciation is measured by the percentage
change in market value of each stock from March 31, 1998 through March 31,
1999. This strategy involves a 4-step selection process:
Step 1: Calculate the price appreciation for each company listed on the
S&P 500 Index over the 12-month period ending March 31, 1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Select the 25 stocks which have the greatest price appreciation.
Step 4: Of the 25 stocks selected for the Trust, weigh the stocks equally.
The Technology Trust. The Technology Trust seeks to achieve its investment
objective by investing in a fixed portfolio of 14 stocks, comprised primarily
of technology companies which had both high trading volume and price
appreciation, during the twelve-month period ending March 31, 1999. Trading
volume is measured using data from Standard & Poor's CompuStat, Englewood,
Colorado. Price appreciation is measured by the percentage change in market
value of each stock from March 31, 1998 through March 31, 1999. Technology
stocks are identified as those companies that derive the majority of their
revenue from the technology industry, using data from Standard & Poor's
CompuStat, Englewood, Colorado. This strategy also involves a 4-step selection
process:
Step 1: Calculate the number of shares traded daily, for each company
listed on the NASDAQ* and the NYSE*, on each day the NASDAQ and
the NYSE were open over the twelve-month period ending March 31,
1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Identify: (i) the 12 stocks that had the highest number of shares
traded on the NASDAQ during the twelve-month period ending March
31, 1999 and from those 12 stocks select the stocks that
* The Standard & Poor's 500 Index (S&P), The National Association of
Securities Dealers Automated Quotations System (NASDAQ) and The New
York Stock Exchange (NYSE) are not affiliated with the Sponsors and
have not participated in any way in the creation of the Trusts or in
the selection of the stocks included in the Trusts and have not
reviewed or approved any information included in this Prospectus.
A-2
<PAGE>
had price appreciation of 40% or greater during the same period; and
(ii) the 40 stocks listed on the NYSE which had the highest number of
shares traded during the twelve-month period ending March 31, 1999 and
select the technology stocks which had price appreciation of 40% or
greater during the same period.
Step 4: Of the 14 stocks selected for the Trust, weigh the stocks in the
following manner:
12% in each of the first two companies to rank in the top half of the
volume and price categories, first by volume and then by price;
7% in each of the four companies that ranked highest in the trading
volume category and 7% in each of the four companies that ranked
highest in the price appreciation category, excluding any company that
was already selected and received a 12% weighting; and
5% in each of the remaining companies.
The volume of shares traded daily on the NASDAQ (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Trusts may have differed.
The Pinnacle Trust. The Pinnacle Trust seeks to achieve its investment
objective by attempting to outperform the DJIA** (which is not affiliated with
the Sponsors) by creating a portfolio that combines the following three
investment strategies, each determined as of two business days prior to the
Initial Date of Deposit:
Strategy 1: invest in the DJIA's ten (10) common stocks having the highest
dividend yield (the "Top Ten"),
Strategy 2: invest in the DJIA's five (5) common stocks having the lowest
per share stock price of the Top Ten (the "Focus Five") and
Strategy 3: invest in a single stock which is the DJIA's second-lowest
priced of the Focus Five (the "Penultimate Pick").
The combination of the three investment strategies is hereinafter referred
to as the "Triple Strategy." The Trust's portfolio will be comprised of ten
(10) stocks. Approximately 20% of the Trust's assets will be allocated to the
Top Ten, approximately 60% will be allocated to the Focus Five and
approximately 20% will be allocated to the Penultimate Pick. Within the Top
Ten and Focus Five categories, stocks will be purchased in approximately equal
dollar amounts.
DESCRIPTION OF TRUSTS.
The Industrial Trust. The Industrial Trust contains 25 issues of common stock.
All 25 issues are domestic companies. 100% of the issues are represented by
the Sponsors' contracts to purchase. 16 stocks are listed on
** The name "Dow Jones Industrial Average" (DJIA) is the property of
Dow Jones & Company, Inc., which is not affiliated with the
Sponsors and has not participated in any way in the creation of the
Trust or in the selection of the stocks included in the Trust and
has not reviewed or approved any information included in this
Prospectus. Dow Jones & Company, Inc. has not granted to the Trust
or the Sponsors a license to use the Dow Jones Industrial Average.
A-3
<PAGE>
the NYSE and 9 stocks are listed on the NASDAQ. Based upon the principal
business of each issuer and current market values, the following industries are
represented in the Trust: Biotechnology, 4.01%; Broadcasting--TV/Radio/Cable,
8%; Computers--Hardware, 7.99%; Computers--Networking, 4.02%; Computers--
Peripherals, 4%; Computers--Software/Services, 11.96%; Consumer Finance, 8.01%;
Electric Companies, 4%; Electrical Equipment, 4.01%; Electronics
Semiconductors, 3.99%; Entertainment, 3.98%; Health Care Diversified, 3.97%;
Investment Banking/Brokerage, 3.99%; Restaurants, 4%; Retail--Building
Supplies, 4.02%; Retail--Computers/Electronics, 4.02%; Retail Specialty, 3.99%;
Retail--Clothing,4%; Retail Stores--General Merchandise Chain, 4.01%; and
Telephone--Long Distance, 4.03%. The Trust is concentrated in the computer
industry.
The Technology Trust. The Technology Trust contains 14 issues of common stock.
All 14 issues are domestic companies. 100% of the issues are represented by the
Sponsors' contracts to purchase. 8 of the stocks are listed on the NASDAQ and
the remaining 6 are listed on the NYSE. Based upon the principal business of
each issuer and current market values, the following industries are represented
in the Trust: Communications Equipment, 4.98%; Computers--Hardware, 24.03%;
Computers--Networking, 12%; Computers--Peripherals, 6.98%; Computers--
Software/Services, 20.99%; Electronic--Semiconductors, 19%; Equipment--
Semiconductors, 5.02%; and Telephone--Long Distance, 7% The Trust is
concentrated in the computer technology industry.
The Pinnacle Trust. The Pinnacle Trust contains 10 issues of common stock. 100%
of the issues are represented by the Sponsors' contracts to purchase. All 10 of
the stocks are listed on the NYSE. Based upon the principal business of each
issuer and current market values, the following industries are represented in
the Trust: Auto Manufacturing, 13.98%; Banking and Financial, 2.03%; Consumer
Products, 14%; Machinery,13.97%; Manufacturing, 2%; Oil, 4.03%; Photographic
Products, 2%; Retail--General Merchandising, 33.99%; and Tire and Rubber
Manufacturing, 14%. The Focus Five stocks are Caterpillar Inc., General Motors
Corp., The Goodyear Tire & Rubber Co., Philip Morris Companies, Inc. and Sears
Roebuck & Co. and the Penultimate Pick is Sears, Roebuck & Co., a company with
a significant concentration in the retail--general merchandising industry.
A Trust is considered to be "concentrated" in a particular category or industry
when the securities in that category or that industry constitute 25% or more of
the total assets of the portfolio.
RISK CONSIDERATIONS. Unitholders can lose money by investing in the Trusts. The
value of the Units and the Securities in the Trusts can each decline in value.
An investment in Units of the Trusts should be made with an understanding of
the following risks:
Risk Factors Common to All Trusts:
. An investment in common stocks includes the risk that the financial
condition of the issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus
in the value of the Units).
. Since the portfolios of the Trusts are fixed and "not managed," in
general, the Sponsors can sell Securities only at the Trusts' termination
or in order to meet redemptions. As a result, the price at which each
Security is sold may not be the highest price it attained during the life
of the Trusts.
A-4
<PAGE>
. When cash or a letter of credit is deposited with instructions to
purchase securities in order to create additional Units, an increase in
the price of a particular security between the time of deposit and the
time that securities are purchased will cause the Units to be comprised
of less of that security and more of the remaining securities. In
addition, brokerage fees incurred in purchasing the Securities will be an
expense of the Trusts.
. Securities price fluctuations during the period from the time of deposit
to the time the Securities are purchased, and payment of brokerage fees,
will affect the value of each Unit and the income per Unit received by
the Trusts.
. There is no assurance that any dividends will be declared or paid in the
future on the Securities.
. Investors should also consider the greater risk of a Trust's
concentration, in a particular industry or in a single stock, and the
effect on their investment versus a more diversified portfolio. Investors
should compare returns available in less concentrated portfolios before
making an investment decision.
Risk Factors Specific to the Industrial and Technology Trusts:
. Some of the Securities are currently listed on the NASDAQ stock market.
The existence of a liquid trading market for certain Securities may
depend on whether dealers will make a market in such Securities. There
can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or that any such
market will be or remain liquid. The price at which the Securities may be
sold and the value of the Trusts will be adversely affected if trading
markets for the securities are limited or absent.
. Since the Industrial and Technology Trusts are concentrated in stocks
which derive a substantial portion of their income from the computer and
computer technology industries, investors should be familiar with the
risks associated with these industries which may include the volatile
price of computer and technology stocks, greater government regulations
and products that may become obsolete.
Risk Factors Specific to the Pinnacle Trust:
. The combination of the three investment strategies of the Pinnacle Trust
causes the Trust to be concentrated in a single stock (the Penultimate
Pick). The Penultimate Pick is a company deriving a substantial portion
of its income from the retail--general merchandising industries.
PUBLIC OFFERING PRICE. The Initial Public Offering Price per 100 units of the
Trusts is calculated by:
. dividing the aggregate value of the underlying securities and cash held
in the Trusts (representing the estimated organizational costs) by the
number of units outstanding;
. adding a sales charge of:
4.495% (4.707% of the net amount invested) for the Industrial and
Technology Trusts, or
3.695% (3.837% of the net amount invested) for the Pinnacle Trust; and
. multiplying the result by 100.
A-5
<PAGE>
In addition, during the initial offering period, the Public Offering Price per
100 units will include an amount sufficient to reimburse the Sponsors for the
payment of all or a portion of the estimated organizational costs of the
Trusts. The price of a single unit, or any multiple thereof, is calculated by
dividing the Public Offering Price per 100 units by 100 and multiplying by the
number of units. The Public Offering Price per Unit will vary on a daily basis
in accordance with fluctuations in the aggregate value of the underlying
Securities and each investor's purchase price will be computed as of the date
the Units are purchased. Orders involving at least 25,000 Units will be
entitled to a volume discount from the Public Offering Price.
MINIMUM PURCHASE. 100 Units for individuals and 25 Units for custodial accounts
and certain tax deferred retirement plans.
DISTRIBUTIONS. Each Trust will distribute any dividends received, less
expenses, semi-annually. The first dividend distribution will be made on
December 31, 1999 to all Unitholders of record on December 15, 1999 and
thereafter distributions will be made on the last business day of every June
and December. The final distribution will be made within a reasonable period of
time after each Trust terminates.
ESTIMATED NET ANNUAL DISTRIBUTIONS. The estimated net annual distributions to
Unitholders of the Pinnacle Trust per 100 Units (based on the most recent
ordinary dividend declared with respect to the Securities) as of July 16, 1999
was $23.66. This estimate will vary with changes in the Pinnacle Trust's fees
and expenses, actual dividends received by the Pinnacle Trust, Units
outstanding and with the sale of Securities. In addition, because the issuers
of common stock are not obligated to pay dividends, there is no assurance that
the estimated net annual dividend distributions will be realized in the future.
The Industrial Trust and the Technology Trust do not anticipate paying net
annual distributions to Unitholders of those Trusts.
MARKET FOR UNITS. Unitholders may sell their Units to the Sponsors or the
Trustee at any time, without fee or penalty. The Sponsors intend to repurchase
Units from Unitholders throughout the life of the Trusts at prices based upon
the market value of the underlying Securities. However, the Sponsors are not
obligated to maintain a market and may stop doing so without prior notice for
any business reason. If a market is not maintained, a Unitholder will be able
to redeem his Units with the Trustee at the same price. The existence of a
liquid trading market for the Securities in each of the Trusts may depend on
whether dealers will make a market in these Securities. There can be no
assurance of the making or the maintenance of a market for any of the
Securities contained in the portfolio of the Trusts or of the liquidity of the
Securities in any markets made. The price at which the Securities may be sold
to meet redemptions and the value of the Units will be adversely affected if
trading markets for the Securities are limited or absent.
AUTOMATIC REDEMPTION. Any transfer of Units by Unitholders from their
McLaughlin, Piven, Vogel brokerage account will result in the automatic
redemption of those Units. Unitholders, excluding tax sheltered retirement
accounts, will generally incur a taxable gain or loss upon an involuntary
redemption. See "Tax Status" in Part B.
TERMINATION. Each Trust will terminate in approximately fifteen months. During
the Liquidation Period, Securities will be sold in connection with the
termination of each Trust. All Securities will be sold or distributed by the
Mandatory Termination Date. The Sponsors do not anticipate that the Liquidation
Period will be longer than seven days, and it could be as short as one day,
depending on the liquidity of the Securities being sold. Unitholders may elect
one of the following three options in receiving their terminating
distributions:
. receive their distribution in-kind, if they own at least 2,500 Units;
A-6
<PAGE>
. receive cash upon the liquidation of their pro rata share of the
Securities; or
. reinvest in a subsequent series of the McLaughlin, Piven, Vogel Family of
Trusts (if one is offered), at a reduced sales charge.
ROLLOVER OPTION. Unitholders may elect to rollover their terminating
distributions into the next available series of McLaughlin, Piven, Vogel Family
of Trusts, at a reduced sales charge. Rollover Unitholders must make this
election on or prior to the Rollover Notification Date. When Unitholders make
this election, their Units will be redeemed and the proceeds will be reinvested
in units of the next available series of McLaughlin, Piven, Vogel Family of
Trusts. An election to rollover terminating distributions will generally be a
taxable event. See "Administration of the Trusts--Trust Termination" in Part B
for details to make this election.
REINVESTMENT PLAN. Unitholders may elect to automatically reinvest any
distributions they may receive (except the final distribution made at
termination) into additional Units of the Trusts at a reduced sales charge of
1.00%. See "Reinvestment Plan" in Part B for details on how to enroll in the
Reinvestment Plan.
UNDERWRITING. McLaughlin, Piven, Vogel Securities, Inc., with principal offices
at 30 Wall Street, New York, New York 10005, will act as Underwriter for all of
the Units of McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series
II, Technology Trust Series II and Pinnacle Trust Large Cap Series III.
A-7
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FEE TABLE
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This Fee Table is intended to help you understand the costs and expenses you
will bear directly or indirectly. See "Public Sale of Units" and "Trust
Expenses and Charges" in Part B. Although the Trusts are unit investment trusts
rather than mutual funds, this information is presented to permit a comparison
of fees, assuming the principal amount and contributions are rolled over each
year into a new series subject only to a sales charge and trust expenses.
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Unitholder Transaction Expenses
(Fees paid directly from your investment)
<TABLE>
<CAPTION>
Industrial Trust Technology Trust Pinnacle Trust
--------------------- --------------------- ---------------------
Amount Amount Amount
As a % Per As a % Per As a % Per
of Initial 100 of Initial 100 of Initial 100
Offering Price Units Offering Price Units Offering Price Units
-------------- ------ -------------- ------ -------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge
Imposed on Purchase.... 4.495% $44.95 4.495% $44.95 3.695% $36.95
Maximum Sales Charge
Imposed Per Year on
Reinvested Dividends... 1.00% $10.00 1.00% $10.00 1.00% $10.00
Estimated Organizational
Expenses............... .126% $ 1.26 .126% $ 1.26 .126% $ 1.26
Maximum Annual
Maintenance Fee for a
McLaughlin, Piven,
Vogel Brokerage
Account................ $69.50
</TABLE>
Estimated Annual Fund Operating Expenses
(Expenses that are deducted from Trust assets)
<TABLE>
<CAPTION>
Industrial Trust Technology Trust Pinnacle Trust
---------------------------- ---------------------------- ----------------------------
Amount Amount Amount
As a % Per As a % Per As a % Per
of Initial 100 of Initial 100 of Initial 100
Net Assets Units Net Assets Units Net Assets Units
---------- ------ ---------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Trustee's Fee........... .086% $ .86 .086% $ .86 .086% $ .86
Other Operating
Expenses............... .048% $ .48 .048% $ .48 .048% $ .48
Portfolio Supervision,
Bookkeeping and
Administrative Fees... .025% $.25 .025% $.25 .025% $.25
----- ----- ----- ----- ----- -----
Total................... .134% $1.34 .134% $1.34 .134% $1.34
===== ===== ===== ===== ===== =====
</TABLE>
Example
This Example is intended to help you compare the cost of investing in the
Trusts with the cost of investing in other unit trusts. You would pay the
following expenses on a $10,000 investment in each Trust assuming estimated
operating expense ratio of .134% for the Industrial Trust, .134% for the
Technology Trust and .134% for the Pinnacle Trust and a 5% return on the
investment throughout the period. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 year 3 years
------ -------
<S> <C> <C>
Industrial Trust................................................. $544 $1,527
Technology Trust................................................. $544 $1,527
Pinnacle Trust................................................... $465 $1,298
</TABLE>
For purposes of the example, the sales charge imposed on reinvested dividends
is not reflected until the year following payment of the dividend; the
cumulative expenses would be higher if sales charges on reinvested dividends
were reflected in the year of reinvestment. If these charges and fees were
included, your costs would be higher. The Example assumes reinvestment of all
dividends and distributions and utilizes a 5% annual rate of return as mandated
by Securities and Exchange Commission regulations applicable to mutual funds.
The Example should not be considered a representation of past or future
expenses or an annual rate of return.
Although the Trusts have a term of only approximately fifteen months and are
unit investment trusts rather than mutual funds, this information is presented
to permit a comparison of fees and expenses, assuming the principal amount and
distributions are rolled over each year into a New Series.
The Annual Maintenance Fee is applicable to your entire brokerage account
regardless of account size or diversity of holdings and is not related solely
to the purchase of Units. Such account may entitle Unitholders to a commission
discount for equity trades. Contact your account representative for additional
information and see page B-12.
A-8
<PAGE>
THE INDUSTRIAL TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of July 19, 1999, the business day prior to the Initial Date of Deposit
<TABLE>
<S> <C> <C>
Initial Date of Deposit of Evaluation Time: 4:00 p.m. New York Time
Securities in the Trust: July Minimum Value of Trust: The Trust
20, 1999 may be Terminated if the value of
Aggregate Value of Securities:... $ 150,210 the Trust is lessthan 40% of the
Number of Units:................. 15,749 aggregate value of theSecurities at
Fractional Undivided Interest in the completion of the
Trust:.......................... 1/15,749 initialoffering period.
Public Offering Price per 100 Cusip Numbers: Cash:
Units: 581774163Reinvestment: 581774171
Aggregate Value of Securities in Trustee: The Chase Manhattan Bank
Trust.......................... $ 150,210 Trustee's Fee per 100 Units: $.86
Divided By 15,749 Units (times Other Fees and Expenses per 100
100)........................... $ 953.79 Units: $.23
Plus Estimated Organization Sponsors: McLaughlin, Piven,Vogel
Costs*......................... $ 1.26 Securities, Inc. and Reich &Tang
Plus Sales Charge of 4.495% of Distributors, Inc.
Public Offering Price........... $ 44.95 Agent for Sponsors: Reich &
Public Offering Price+.......... $1,000.00 TangDistributors, Inc.
Sponsor's Repurchase Price And Sponsors' Portfolio Supervisory,
Redemption Price per 100 BookkeepingAnd Administrative Fee
Units++:........................ $ 955.05 per 100 Units: Maximum of $.25 (see
Minimum Income or Principal "Trust Expenses and Charges" in
Distribution per 100 Units:..... $ 1.00 Part B).
Liquidation Period: A 40 day Expected Settlement Date of
period beginning on the first Securities in the Trust: July 23, 1999
business day Record Dates: December 15 and June 15
following the Termination Date. Distribution Dates: December 31 and June 30
Termination Date: October 18, Reinvestment Sales Charge: 1.00%
2000 or the disposition of the
last Security in the Trust.
Mandatory Termination Date: The
last day of the Liquidation Period.
Rollover Notification Date**:
September 29, 2000 or another date as
determined by the Sponsors.
</TABLE>
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* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsors from the assets of the Trust as of the
close of the initial offering period. To the extent that actual organization
costs are less than the estimated amount, only the actual organization costs
will be deducted from the assets of the Trust. To the extent that actual
organization costs are greater than the estimated amount, only the estimated
organization costs included in the Public Offering Price will be reimbursed
to the Sponsors.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will pay a Public Offering Price which includes a pro
rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering period,
the Sponsors' Repurchase Price and Redemption Price for the Trust will be
reduced to reflect its estimated organization cost.
A-9
<PAGE>
THE TECHNOLOGY TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of July 19, 1999, the business day prior to the Initial Date of Deposit
<TABLE>
<S> <C>
Initial Date of Deposit of Evaluation Time: 4:00 p.m. New York Time
Securities in the Trust: July Minimum Value of Trust: The Trust may be
20, 1999 terminated if the value of the Trust is
Aggregate Value of Securities:... $ 149,894 less than 40% of the aggregate value of
Number of Units:................. 15,715 the Securities at the completion of the
Fractional Undivided Interest in initial offering period.
Trust:.......................... 1/15,715 Cusip Numbers: Cash: 581774189
Public Offering Price per 100 Reinvestment: 581774197
Units: Trustee: The Chase Manhattan Bank
Aggregate Value of Securities in Trustee's Fee per 100 Units: $.86
Trust........................... $ 149,894 Other Fees and Expenses per 100 Units: $.23
Divided By 15,715 Units (times $ 953.79 Sponsors: McLaughlin, Piven, Vogel
100)........................... Securities, Inc. and Reich & Tang
Plus Estimated Organization $ 1.26 Distributors, Inc.
Costs*......................... Agent for Sponsors: Reich & Tang
Plus Sales Charge of 4.495% of Distributors, Inc.
Public Offering Price........... $ 44.95 Sponsors' Portfolio Supervisory,
Public Offering Price+.......... $1,000.00 Bookkeeping and Administrative Fee per 100
Sponsor's Repurchase Price And Units:
Redemption Price per 100 Maximum of $.25 (see "Trust Expenses and
Units++:........................ $ 955.05 Charges" in Part B).
Minimum Income or Principal Expected Settlement Date of Securities in
Distribution per 100 Units:..... $ 1.00 the Trust: July 23, 1999
Liquidation Period: A 40 day Record Dates: December 15 and June 15
period beginning on the first Distribution Dates: December 31 and June 30
business day following the Reinvestment Sales Charge: 1.00%
Termination Date.
Termination Date: October 18,
2000 or the disposition of the
last Security in the Trust.
Mandatory Termination Date: The
last
day of the Liquidation Period.
Rollover Notification Date**:
September 29, 2000 or another
date as determined by the
Sponsors.
</TABLE>
* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture and
other closing documents, registering units with the SEC and the states and the
initial audit of the Trust portfolio. The estimated organization costs will be
paid to the Sponsors from the assets of the Trust as of the close of the
initial offering period. To the extent that actual organization costs are less
than the estimated amount, only the actual organization costs will be deducted
from the assets of the Trust. To the extent that actual organization costs are
greater than the estimated amount, only the estimated organization costs
included in the Public Offering Price will be reimbursed to the Sponsors.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will pay a Public Offering Price which includes a pro
rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering period,
the Sponsors' Repurchase Price and Redemption Price for the Trust will be
reduced to reflect its estimated organization cost.
A-10
<PAGE>
THE PINNACLE TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of July 19, 1999, the business day prior to the Initial Date of Deposit
<TABLE>
<S> <C>
Initial Date of Deposit of Evaluation Time: 4:00 p.m. New York Time
Securities in the Trust: July Minimum Value of Trust: The Trust may
20, 1999 be Terminated if the value of the
Aggregate Value of Securities: .. $ 150,018 Trust is less than 40% of the
Number of Units: ................ 15,598 aggregate value of the Securities at
Fractional Undivided Interest in the completion of the initial
Trust: ......................... 1/15,598 offering period.
Public Offering Price per 100 Cusip Numbers: Cash: 581774205
Units: Reinvestment: 581774213
Aggregate Value of Securities in Trustee: The Chase Manhattan Bank
Trust........................... $ 150,018 Trustee's Fee per 100 Units: $.86
Divided By 15,598 Units (times Other Fees and Expenses per 100 Units: $.23
100)........................... $ 961.79 Sponsors: McLaughlin, Piven, Vogel
Plus Estimated Organization Securities, Inc. and Reich & Tang
Costs*......................... $ 1.26 Distributors, Inc.
Plus Sales Charge of 3.695% of Agent for Sponsors: Reich & Tang
Public Offering Price........... $ 36.95 Distributors, Inc.
Public Offering Price+.......... $1,000.00 Sponsors' Portfolio Supervisory, Bookkeeping
Sponsor's Repurchase Price And And Administrative Fee per 100 Units:
Redemption Price per 100 Maximum of $.25 (see "Trust Expenses
Units++: ....................... $ 963.05 and Charges" in Part B).
Minimum Income or Principal Expected Settlement Date of
Distribution per 100 Units: .... $ 1.00 Securities in the Trust: July 23, 1999
Liquidation Period: A 40 day Record Dates: December 15 and June 15
period beginning on the first Distribution Dates: December 31 and June 30
business day following the Reinvestment Sales Charge: 1.00%
Termination Date.
Termination Date: October 18,
2000 or the disposition of the
last security in the Trust.
Mandatory Termination Date: The
last
day of the liquidation period.
Rollover Notification Date**:
September
29, 2000 or another date as
determined by the Sponsors.
</TABLE>
- --------
* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsors from the assets of the Trust as of the
close of the initial offering period. To the extent that actual organization
costs are less than the estimated amount, only the actual organization costs
will be deducted from the assets of the Trust. To the extent that actual
organization costs are greater than the estimated amount, only the estimated
organization costs included in the Public Offering Price will be reimbursed
to the Sponsors.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will pay a Public Offering Price which includes a pro
rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering period,
the Sponsors' Repurchase Price and Redemption Price for the Trust will be
reduced to reflect its estimated organization cost.
A-11
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES II
TECHNOLOGY TRUST SERIES II
PINNACLE TRUST LARGE CAP SERIES III
STATEMENTS OF FINANCIAL CONDITION, AS OF JULY 19, 1999
ASSETS
<TABLE>
<CAPTION>
Industrial Technology Pinnacle
Trust Trust Trust
---------- ---------- --------
<S> <C> <C> <C>
Investment in Securities--Sponsor's Contracts to
Purchase
Underlying Securities Backed by Letter of
Credit (cost for Industrial
Trust: $150,210; cost for Technology Trust:
$149,894; cost for
Pinnacle Trust: $150,018) (Note 1)............. $150,210 $149,894 $150,018
Cash............................................ 198 198 197
-------- -------- --------
Total........................................... $150,408 $150,092 $150,215
======== ======== ========
LIABILITIES AND INTEREST OF UNITHOLDERS
Reimbursement to Sponsors for Organization Costs
(Note 2)....................................... $ 198 $ 198 $ 197
Interest of Unitholders--Units of Fractional
Undivided Interest
Outstanding (Industrial Trust: 15,749 Units;
Technology
Trust: 15,715 Units; Pinnacle Trust: 15,598
Units)......................................... 150,210 149,894 150,018
-------- -------- --------
Total........................................... $150,408 $150,092 $150,215
======== ======== ========
Net Asset Value per Unit........................ $ 9.54 $ 9.54 $ 9.62
======== ======== ========
</TABLE>
- ---------------------
Notes to Statements of Financial Condition:
The preparation of financial statements in accordance with generally accepted
accounting principles requires Trust management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results
can differ from those estimates.
(1) McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series II,
Technology Trust Series II and Pinnacle Trust Large Cap Series III (the
"Trusts") are unit investment trusts created under the laws of the State of New
York and registered under the Investment Company Act of 1940. The objective of
the Industrial and Technology Trusts, jointly sponsored by McLaughlin, Piven,
Vogel Securities, Inc. and Reich & Tang Distributors, Inc., the Sponsors, is to
maximize total return through capital appreciation. The objective of the
Pinnacle Trust, also jointly sponsored by McLaughlin, Piven, Vogel Securities,
Inc. and Reich & Tang Distributors, Inc., the Sponsors, is to maximize total
return through a combination of capital appreciation and current dividend
income. An irrevocable letter of credit issued by BankBoston in an amount of
$600,000 has been deposited with the Trustee for the benefit of the Trusts to
cover the purchases of such Securities. Aggregate cost to the Trusts of the
Securities listed in the portfolios is determined by the Trustee on the basis
set forth under "Public Sale of Units--Public Offering Price" as of 4:00 p.m.
on July 19, 1999. Each Trust will terminate on October 18, 2000 or earlier
under certain circumstances as further described in the Prospectus.
(2) A portion of the Public Offering Price consists of cash in an amount
sufficient to reimburse the Sponsors for the per Unit portion of all or part of
the costs of establishing the Trusts. These costs have been estimated at $1.26
per 100 Units for the Industrial Trust, $1.26 per 100 Units for the Technology
Trust and $1.26 per 100 Units for the Pinnacle Trust. A payment will be made as
of the close of the initial public offering period to an account maintained by
the Trustee from which the obligation of the investors to the Sponsors will be
satisfied. To the extent that actual organization costs are less than the
estimated amount, only the actual organization costs will be deducted from the
assets of the Trusts.
A-12
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
INDUSTRIAL TRUST
PORTFOLIO
AS OF JULY 19, 1999
<TABLE>
<CAPTION>
Market
Value
of Stocks
as a Cost of
Number percentage Market Securities
Portfolio of Ticker of the Value Per to the
No. Shares Name of Issuer (1) Symbol Trust (2) Share Trust (3)
--------- ------ ----------------- ------ ---------- --------- ----------
<C> <C> <S> <C> <C> <C> <C>
1 53 Allergan, Inc. AGN 3.97% $112.5625 $ 5,966
2 50 America Online, Inc.* AOL 3.96 119.0000 5,950
3 82 Amgen Inc.* AMGN 4.01 73.4375 6,022
4 125 Capital One Financial COF 4.00 48.0000 6,000
Corp.
5 121 The Charles Schwab Corp. SCH 3.99 49.5000 5,989
6 128 Circuit City Stores-- CC 4.02 47.1875 6,040
Circuit City Corp.
7 93 Cisco Systems, Inc.* CSCO 4.02 64.9375 6,039
8 147 Comcast Corp. CMCSK 3.98 40.6875 5,981
9 142 Dell Computer Corp.* DELL 4.01 42.4375 6,026
10 93 EMC Corporation* EMC 4.00 64.6250 6,010
11 121 The Gap, Inc. GPS 4.00 49.6875 6,012
12 87 The Home Depot, Inc. HD 4.02 69.3750 6,036
13 67 MCI WorldCom, Inc.* WCOM 4.03 90.4375 6,059
14 81 MediaOne Group Inc.* UMG 4.02 74.5625 6,040
15 61 Microsoft Corp.* MSFT 4.00 98.3750 6,001
16 207 Novell, Inc.* NOVL 4.00 29.0000 6,003
17 136 PECO Energy Company PE 4.00 44.1875 6,009
Providian
18 63 Financial Corp. PVN 4.01 95.5625 6,020
19 89 Solectron Corp.* SLR 4.01 67.6875 6,024
20 191 Staples, Inc.* SPLS 3.99 31.3750 5,993
21 81 Sun Microsystems, Inc.* SUNW 3.98 73.8750 5,984
22 40 Texas Instruments Inc. TXN 3.99 150.0000 6,000
23 78 Time Warner, Inc. TWX 3.98 76.6875 5,982
24 111 Tricon Global YUM 4.00 54.1250 6,008
Restaurants Inc.*
25 125 Wal-Mart Stores, Inc. WMT 4.01 48.1250 6,016
------ --------
Total Investment in
Securities 100.00% $150,210
====== ========
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Contracts to purchase the Securities were entered into on July 19, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be July 23, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date
of Deposit. The Sponsors' Purchase Price is $150,406. The Sponsors' Loss
on the Initial Date of Deposit is $196.
* Stocks which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.
A-13
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
TECHNOLOGY TRUST
PORTFOLIO
AS OF JULY 19, 1999
<TABLE>
<CAPTION>
Market
Value of
Stocks as a Cost of
Number Percentage Market Securities to
Portfolio of Ticker of the Value Per the
No. Shares Name of Issuer (1) Symbol Trust (2) Share Trust (3)
--------- ------ ------------------ ------ ----------- --------- -------------
<C> <C> <S> <C> <C> <C> <C>
1 88 America Online, Inc.* AOL 6.99% $119.0000 $ 10,472
2 97 Applied Materials, Inc.* AMAT 5.02 77.5625 7,524
3 277 Cisco Systems, Inc.* CSCO 12.00 64.9375 17,988
4 424 Dell Computer Corp* DELL 12.00 42.4375 17,994
5 162 EMC Corporation* EMC 6.98 64.6250 10,469
6 155 Intel Corp. INTC 6.99 67.5625 10,472
International Business
7 56 Machines Corp. IBM 5.03 134.7500 7,546
8 98 Lucent Technologies Inc. LU 4.98 76.1255 7,460
9 116 MCI WorldCom, Inc.* WCOM 7.00 90.4375 10,491
10 147 Micron Technology, Inc. MU 5.00 51.0000 7,497
11 107 Microsoft Corp.* MSFT 7.02 98.3750 10,526
12 142 Sun Microsystems, Inc.* SUNW 7.00 73.8750 10,490
13 70 Texas Instruments, Inc. TXN 7.01 150.0000 10,500
14 70 Yahoo! Inc.* YHOO 6.98 149.5000 10,465
------ --------
Total Investment in
Securities 100.00% $149,894
====== ========
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Contracts to purchase the Securities were entered into on July 19, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be July 23, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date
of Deposit. The Sponsors' Purchase Price is $149,994. The Sponsors' Loss
on the Initial Date of Deposit is $100.
* Stock which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.
A-14
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
PINNACLE TRUST
PORTFOLIO
AS OF JULY 19, 1999
<TABLE>
<CAPTION>
Market
Value
of Stocks
as a Current Cost of
Number Percentage Dividend Market Securities
Portfolio of Ticker of the Yield Value Per to the
No. Shares Name of Issuer (1) Symbol Trust (2) (3) Share Trust (4)
--------- ------ ------------------ ------ ---------- -------- --------- ----------
<C> <C> <S> <C> <C> <C> <C> <C>
1 348 Caterpillar Inc. CAT 13.97% 2.16% $ 60.2500 $ 20,967
2 32 Chevron Corporation CHV 2.03 2.56 95.1875 3,046
3 41 Eastman Kodak Company EK 2.00 2.41 73.1250 2,998
4 38 Exxon Corporation XON 2.00 2.08 78.8125 2,995
5 307 General Motors GM 13.98 2.93 68.3125 20,972
Corporation
6 359 The Goodyear Tire & GT 14.00 2.05 58.5000 21,002
Rubber Co.
7 22 J.P. Morgan & Company JPM 2.03 2.86 138.3750 3,044
Minnesota Mining &
8 34 Manufacturing Co. MMM 2.00 2.54 88.2500 3,001
9 561 Philip Morris Companies, MO 14.00 4.70 37.4375 21,002
Inc.
10 1130 Sears, Roebuck & Co. S 33.99 2.04 45.1250 50,991
------ --------
Total Investment in
Securities 100.00% $150,018
====== ========
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Contracts to purchase the Securities were entered into on July 19, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be July 23, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Current Dividend Yield for each security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on the security
and dividing the result by its market value as of the close of trading on
July 19, 1999.
(4) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date
of Deposit. The Sponsors' Purchase Price is $150,175. The Sponsors' Loss
on the Initial Date of Deposit is $157.
A-15
<PAGE>
REPORT OF INDEPENDENT AUDITORS
THE UNITHOLDERS, SPONSORS AND TRUSTEE
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES II
TECHNOLOGY TRUST SERIES II
PINNACLE TRUST LARGE CAP SERIES III
We have audited the accompanying Statements of Financial Condition of the
Industrial Trust Series II, Technology Trust Series II and Pinnacle Trust Large
Cap Series III (three of the trusts constituting McLaughlin, Piven,Vogel Family
of Trusts) including the Portfolios, as of July 19, 1999. These financial
statements are the responsibility of the Trusts' management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation with The Chase Manhattan Bank, Trustee, of an
irrevocable letter of credit deposited for the purchase of securities, as shown
in the financial statements as of July 19, 1999. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Industrial Trust Series
II, Technology Trust Series II and Pinnacle Trust Large Cap Series III, at July
19, 1999, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
July 20, 1999
A-16
<PAGE>
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES II
A Core Growth Portfolio
Everyday, investors pour money into the stock market to reach a variety of
individual goals: to fund retirement, a college education, a new home or even a
dream vacation. But when it comes to your goals, it is important that you have
a carefully planned strategy in place--one that aims to make the most of
opportunities in today's leading businesses. A core holding in some of the
foremost largely capitalized companies in the United States may be a good place
to begin constructing a portfolio to help you achieve your own unique financial
objectives.
The Industrial Trust Series II is a new unit investment trust for individuals
who want the opportunity to earn capital appreciation from a portfolio of the
twenty-five top performing stocks in the S&P 500 Index.* In particular, these
stocks have been noted for their rate of price appreciation for the twelve-
month period that ended March 31, 1999.
The Grand Advantage
In today's volatile markets, larger, more established companies may add
stability to your portfolio. Domestic companies with solid track records may
weather global volatility better than their smaller counterparts. And while
past performance does not guarantee future results, large-cap stocks have a
history of significant appreciation that makes them competitive with riskier
small and mid-cap stocks.
The S&P 500--A Measure of Performance
When it comes to measuring the movements of the U.S. stock market, one of the
most widely used tools is the Standard & Poor's 500 Composite Stock Price
Index--The S&P 500. In fact, approximately 97% of U.S. money managers and
pension plan sponsors use the index as their benchmark for performance.** The
Index focuses on the stocks of large-capitalization, U.S. companies in leading
industries, including the transportation, industrial, financial and utility
sectors.
The 500 stocks in the index are chosen by Standard & Poor's based on how well
they represent their industry, how liquid each individual stock is, and how
stable the company has proven to be over time. While the S&P 500 may not
comprise the 500 largest companies in the stock market, it is an index designed
to capture the returns of many different sectors of the U.S. economy.
HIGHLIGHTS OF THE INDUSTRIAL TRUST SERIES II
Disciplined Investing--The buy-and-hold, fixed portfolio eliminates
management fees and reduces trading expenses. The savings are passed through to
investors. Investors purchasing units will be charged a sales charge.
- --------
* The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is the
property of Standard & Poor's. The company is not affiliated with the
Sponsors of the Trust and has not participated in any way in the creation of
the Trust or the portfolio and has not approved any information included
herein.
** Source: Standard & Poor's, a division of the McGraw-Hill Companies.
i
<PAGE>
Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.
Daily Pricing & Liquidity--You have the flexibility to redeem your units at
the net asset value any day the stock market is open. Keep in mind that the
daily price will fluctuate with the underlying securities, and may be worth
more or less than you originally paid.
Low Minimum Investment--The Trust is able to offer the twenty-five top
performing stocks in the S&P 500 Index, as measured by price appreciation, for
the twelve-month period that ended March 31, 1999 for an initial investment
that's as low as $1,000 or $250 for qualified retirement plans or custodial
accounts.
Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust at a reduced sales charge.
Three Options at Termination--The portfolio is held for approximately 15
months and then liquidated. When the Trust terminates you have three options,
which may be subject to tax liability. You may:
1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or
3. Receive the shares of the underlying stocks (minimums apply).
Risk Considerations:
An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks, which include the
risks that the financial condition of the issuer may become impaired or that
the general condition of the stock market may worsen, and the value of the
equity securities in the Trust's portfolio (and, therefore, the value of the
Units) may decline. In addition, the amount realized upon the sale of a
security at termination might not be the highest price attained by an
individual security during the life of the Trust.
TECHNOLOGY TRUST SERIES II
Capitalizing on Today's Premier Growth Sector
The Technology Trust Series II is a unique opportunity for individuals who
want to invest in one of today's premier growth sectors. The Technology Trust
Series II is a unit investment trust that seeks capital appreciation by
investing in a portfolio of many of the leading technology companies that
currently trade on the NASDAQ and NYSE*. And, what makes the Trust distinct is
it invests primarily in dominant technology companies that have already
demonstrated that they're helping to fuel the modern economy.
The Technology Trust Series II offers high return potential by investing
mainly in a portfolio of the fastest growing technology stocks that trade on
the NASDAQ and NYSE. The Trust, which is a fixed portfolio of 14 stocks, is
selected by focusing on the most actively traded companies listed on the two
exchanges. From this universe of stocks, the companies with a 40% or more price
appreciation are chosen for the Trust. The selection of the portfolio is based
on data compiled over the 12-month period ending March 31, 1999.
- --------
* The National Association of Securities Dealers Automated Quotations System
(NASDAQ) and the New York Stock Exchange (NYSE) are not affiliated with the
Sponsors and have not participated in any way in the creation of the Trust or
in the selection of the stocks included in the Trust and have not reviewed or
approved any information in this brochure. The Sponsors have not
independently verified this information.
ii
<PAGE>
Why a Technology Portfolio?
Technology is an industry that will help shape not only the next few years,
but also the next millennium. It is providing innovative solutions that help
businesses improve everything from customer service to production, which
ultimately enhances the bottom line. However, technology isn't just part of the
business world. In our personal lives we encounter new technology every day.
Email, cellular phones, the Internet, and the infinite uses for microprocessors
have changed the way we relax, and even keep in touch with one another.
Such potential is why many experts agree that despite periods of short-term
volatility, technology may be a core long-term growth sector that can benefit
most portfolios. An investment designed to tap into the power of this
burgeoning area provides the potential for superior capital appreciation.
HIGHLIGHTS OF THE TECHNOLOGY TRUST SERIES II
Disciplined Investing--The buy-and-hold, fixed portfolio eliminates
management fees and reduces trading expenses. The savings are passed through to
investors. Investors purchasing units will be charged a sales charge.
Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.
Daily Pricing & Liquidity--You have the flexibility to redeem your units at
the net asset value any day the stock market is open. Keep in mind that the
daily price will fluctuate with the underlying securities, and may be worth
more or less than you originally paid.
Low Minimum Investment--The Trust is able to offer this portfolio comprised
primarily of technology stocks for an initial investment that's as low as
$1,000 or $250 for qualified retirement plans or custodial accounts.
Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust at a reduced sales charge.
Three Options at Termination--The portfolio is held for approximately 15
months and then liquidated. When the Trust terminates, you have three options,
which may be subject to tax liability. You may:
1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or
3. Receive the shares of the underlying stocks (minimums apply).
Risk Considerations:
An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks, which include the
risks that the financial condition of the issuer may become impaired or that
the general condition of the stock market may worsen, and the value of the
equity securities in the Trust's portfolio (and, therefore, the value of the
Units) may decline. Since the Trust may be concentrated in computer technology
stocks, investors should recognize the risks associated with the computer
technology industry, which may include government regulation and obsolete
products. In addition, the amount realized upon the sale of a security at
termination might not be the highest price attained by an individual security
during the life of the Trust.
iii
<PAGE>
THE PINNACLE TRUST LARGE CAP SERIES III
One convenient trust comprised of three strategies that have historically
"Beaten the Dow."
Investing in the stock market has proven year after year to be a good way to
beat inflation. The Dow Jones Industrial Average (DJIA)* is a leading stock
market indicator that provides the data for this fact. This average is a
sampling of thirty stocks that represent some of the largest and strongest
companies in the world. Their long record of steady earnings, financial
resources and economic power has earned them the investor confidence that has
given them the nickname "blue chip" stocks.
The Concept--The Trust's concept is a simple one: To create a portfolio which
combines these three "winning" strategies. The diversification of the Top Ten
stocks combined with a concentration of the higher yielding Penultimate Pick
and the Focus Five stocks gives the Trust the opportunity to produce above
average returns. The portfolio is held for approximately 15 months and then it
is liquidated.
The Strategy--Now you have the opportunity to invest in three strategies
simultaneously that have been proven to "beat" the DJIA without having to spend
the time, effort and money to buy each stock individually. The Pinnacle Trust
Large Cap Series III is a unit investment trust portfolio designed to take
advantage of three winning strategies. Historically, these three strategies
have each individually beaten the returns of the DJIA over the past twenty-five
years.
The first strategy is to pick the ten highest-yielding stocks of the thirty
stocks that are contained in the DJIA. These are the Top Ten. The second
strategy is to choose the five lowest priced stocks of the Top Ten. These are
called the Focus Five. The last strategy is to choose the second lowest priced
stock of the Focus Five. This is the Penultimate Pick. The strategies are
combined to produce a portfolio of ten stocks with 20% of the Trust invested in
the Top Ten, 60% in the Focus Five and 20% in the Penultimate Pick. Although
stocks are purchased in equal dollar amounts, actual weightings of the
strategies and stocks overlap because the Penultimate Pick is included in the
Focus Five and both are included in the Top Ten.
The chart shows the effect these strategies may have on your investment. For
example, if in 1974 you had hypothetically invested $10,000 in the DJIA, your
investment would be worth approximately $290,145 today. But, if you had
hypothetically invested the same $10,000 applying this triple strategy, your
investment would be worth approximately $1,369,882 ($655,445 net of Trust sales
charges and expenses) today. These hypothetical returns do not include
commissions and taxes or reflect the effect of market fluctuations if a stock
in the portfolio of one of the strategies was sold at any point in time. There
can be no assurance that these results will be achieved as past performance is
no guarantee of future results.
- --------
* The DJIA is the property of Dow Jones & Company, Inc. and is not affiliated
with the Sponsors and has not participated in any way in the creation of the
Trust or in the portfolio and has not approved any information included
herein.
iv
<PAGE>
The Triple Strategy vs. THE DJIA
Growth of $10,000, cumulative returns, 1974-1998
<TABLE>
YEAR DJIA The Triple The Triple
Strategy Net** Strategy
<S> <C> <C> <C>
1974 7690.00000 8517.00000 8912.00000
1975 11104.36000 15435.35910 16458.68160
1976 13625.04972 21456.69268 23447.03781
1977 11894.66841 21518.91709 24323.95702
1978 12215.82445 21034.74146 24615.84451
1979 13498.48602 21655.26633 26191.25855
1980 16400.66051 29539.94880 36631.09421
1981 15843.03806 30429.10126 38997.46290
1982 19930.54188 43443.62787 57022.09025
1983 25052.69114 57853.87924 77903.57970
1984 25328.27074 60787.07092 84540.96469
1985 33635.94354 79272.41918 113166.53530
1986 42684.01236 99589.94022 146075.36380
1987 45245.05310 104659.06820 158550.19990
1988 52484.26159 121477.78040 189499.19890
1989 69121.77252 134512.34630 216370.18530
1990 68845.28543 110878.52700 185818.71510
1991 85299.30864 198106.66420 338413.04400
1992 91611.45748 249237.99430 437432.70070
1993 107002.18230 325031.26830 585547.41310
1994 112245.28930 308942.22060 576764.20190
1995 153102.57460 390904.59170 749678.10970
1996 197349.21860 482180.81380 950591.84310
1997 246094.47560 592359.12980 1200597.49800
1998 290145.38680 655445.37710 1369881.74500
</TABLE>
The chart assumes that all dividends during the one year are reinvested at
the end of that year. There can be no assurance that the Trust will outperform
the DJIA over its 15-month life or over consecutive roll over periods, if
available. The strategy outperformed the DJIA in 17 out of the past 25 years
(13 years if trust sales charges and expenses were deducted from the
hypothetical performance). Of course, that also means the strategy
underperformed the DJIA in eight of those years.
The performance of the hypothetical Triple Strategy is net of sales charges
(3.695% for the first year, and 3.195% for each subsequent year) and estimated
expenses of .260%.
Triple Strategy Trust Investing
. Time Invested vs. Investment Timing--This Trust is based on the theory
that you are rolling over your units at termination. The Trust may not
exceed the DJIA in any one year or consecutive roll over periods, if
available. However, historically, long term cumulative returns from this
philosophy beat the DJIA. It's not the timing of the purchase that
counts, it's the length of time that you are invested.
. Contrarian Reasoning--Buy what others are selling.
. Dividends Count--Dividends contribute greatly to your total return.
. Layered Strategies Work--Look at the chart and notice how the DJIA has
been beaten by these strategies. It is our opinion that if one strategy
works well, then three strategies may work better.
FEATURES OF THE PINNACLE TRUST LARGE CAP SERIES III
Convenience--Ownership of ten blue chip stocks with the ease of a single
purchase.
Liquidity--You may sell your units on any business day at the then current
net asset value. However, since market values fluctuate, your units may be
worth more or less than your original investment.
Low minimum investment--May be as low as $1,000.
Options at termination--You may receive cash, stock-in-kind (unitholders
owning 2,500 units or more) or roll your proceeds into a new Pinnacle Trust
Series, if available, at a reduced sales charge. Unitholders may be subject to
tax liability at Trust Termination.
No Management Fees--This is an unmanaged portfolio and therefore no
additional management fees are charged.
v
<PAGE>
- --------------------------------------------------------------------------------
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES II
(the "Industrial Trust")
TECHNOLOGY TRUST SERIES II
(the "Technology Trust")
PINNACLE TRUST LARGE CAP SERIES III
(the "Pinnacle Trust")
- --------------------------------------------------------------------------------
PROSPECTUS--PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUSTS
ORGANIZATION. Each of the Trusts were created under New York State law
pursuant to an Indenture and Trust Agreement ("Trust Agreement") among
McLaughlin, Piven, Vogel Securities, Inc. and Reich & Tang Distributors, Inc.,
as Sponsors, and The Chase Manhattan Bank, as Trustee.
On the Initial Date of Deposit, (i) the Sponsors deposited with the Trustee
common stock, including contracts for the purchase of certain such securities
(collectively, the "Securities") and cash or an irrevocable letter of credit
issued by a major commercial bank in the amount required for such purchases,
and (ii) the Trustee, in exchange for the Securities, registered on the
registration books of the Trusts the Sponsors' ownership of all Units of the
Trusts. As used herein, the term "Securities" means the common stocks initially
deposited in the Trusts and described in "Portfolio" in Part A and any
additional common stocks acquired and held by the Trusts pursuant to the
provisions of the Indenture.
As of the Initial Date of Deposit, a "Unit" represents a fractional undivided
interest or pro rata share in the Securities and cash of the Trusts as is set
forth in the "Summary of Essential Information." As additional Units are issued
by the Trusts as a result of the deposit of Additional Securities, as described
below, the aggregate value of the Securities in the Trusts will be increased
and the fractional undivided interest in the Trusts represented by each Unit
will be decreased. To the extent that any Units are redeemed by the Trustee,
the fractional undivided interest or pro rata share in such Trusts represented
by each unredeemed Unit will increase, although the actual interest in such
Trusts represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Unitholders, which may
include the Sponsors, or until the termination of the Trust Agreement.
The contracts to purchase Securities deposited initially in the Trusts are
expected to settle in three business days, in the ordinary manner for such
Securities. Settlement of the contracts for Securities is thus expected to take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.
B-1
<PAGE>
DEPOSIT OF ADDITIONAL SECURITIES. During the 90-day period following the
Initial Date of Deposit (the "Deposit Period"), the Sponsors may deposit (i)
additional Securities in the Trusts that are substantially similar to the
Securities already deposited in the Trusts ("Additional Securities"), (ii)
contracts to purchase Additional Securities or (iii) cash with instructions to
purchase Additional Securities, in order to create additional Units,
maintaining to the extent practicable the original proportionate relationship
of the number of shares of each Security in the Trusts' portfolios on the
Initial Date of Deposit. These additional Units, which will result in an
increase in the number of Units outstanding, will each represent, to the extent
practicable, an undivided interest in the same number and type of securities of
identical issuers as are represented by Units issued on the Initial Date of
Deposit.
The proportionate relationship among the Securities in a Trust will be
adjusted to reflect the occurrence of a stock dividend, a stock split or a
similar event which affects the capital structure of the issuer of a Security
in that Trust but which does not affect a Trust's percentage ownership of the
common stock equity of such issuer at the time of such event. It may not be
possible to maintain the exact original proportionate relationship among the
Securities deposited on the Initial Date of Deposit because of, among other
reasons, purchase requirements, changes in prices, or unavailability of
Securities. Deposits of Additional Securities in each of the Trusts subsequent
to the Deposit Period must replicate exactly the existing proportionate
relationship among the number of shares of Securities in a Trust's portfolio.
Substitute Securities may be acquired under specified conditions when
Securities originally deposited in a Trust are unavailable (see "The Trusts--
Substitution of Securities").
INVESTMENT OBJECTIVE. The Industrial Trust and the Technology Trust each seek
to maximize total return through capital appreciation. The Pinnacle Trust seeks
to maximize total return through a combination of capital appreciation and
current dividend income. There is no guarantee that the investment objective of
the Trusts will be achieved.
Achievement of the investment objectives is dependent upon several factors
including any appreciation or depreciation in value of the Securities, the full
range of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular. In addition, because of other factors (i.e.,
Trust sales charges and expenses, unequal weightings of stock, brokerage costs
and any delays in purchasing securities with cash deposited), investors in the
Trusts may not realize as high a total return as the theoretical performance of
the underlying stocks in the Trusts. Since the Sponsors may deposit additional
Securities in connection with the sale of additional Units, the yields on these
Securities may change subsequent to the Initial Date of Deposit.
STRATEGY OF PORTFOLIO SELECTION.
The Industrial Trust. The Industrial Trust seeks to achieve its investment
objective by investing in a fixed portfolio of the 25 best performing stocks on
the S&P 500 Index, as measured by price appreciation, during the twelve-month
period ending March 31, 1999. Price appreciation is measured by the percentage
change in market value of each stock from March 31, 1998 through March 31,
1999. The strategy involves a 4-step selection process:
Step 1: Calculate the price appreciation for each company listed on the S&P
500 Index over the 12-month period ending March 31, 1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
B-2
<PAGE>
Step 3: Select the 25 stocks which have the greatest price appreciation.
Step 4: Of the 25 stocks selected for the Trust, weigh the stocks equally.
The Technology Trust. The Technology Trust seeks to achieve its investment
objective by investing in a fixed portfolio of 14 stocks, comprised primarily
of technology companies which had both high trading volume and price
appreciation, during the twelve-month period ending March 31, 1999. Trading
volume is measured using data from Standard & Poor's Compustat, Englewood,
Colorado. Price appreciation is measured by the percentage change in market
value of each stock from March 31, 1998 through March 31, 1999. Technology
stocks are identified as those companies that derive the majority of their
revenue from the technology industry, using data from Standard & Poor's
CompuStat, Englewood, Colorado. The strategy also involves a 4-step selection
process:
Step 1: Calculate the number of shares traded daily, for each company
listed on the NASDAQ and the NYSE, on each day the NASDAQ and the
NYSE were open over the twelve-month period ending March 31, 1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Identity: (i) the 12 stocks that had the highest number of shares
traded on the NASDAQ during the twelve-month period ended March 31,
1999 and from those 12 stocks select the stocks that had price
appreciation of 40% or greater during the same period; and (ii) the
40 stocks listed on the NYSE which had the highest number of shares
traded during the twelve-month period ending March 31, 1999 and
select the technology stocks which had price appreciation of 40% or
greater during the same period.
Step 4: Of the 14 stocks selected for the Trust, weigh the stocks in the
following manner:
. 12% in each of the first two companies to rank in the top half of
both the volume and price categories, first by volume and then by
price;
. 7% in each of the four companies that ranked highest in the
trading volume category and 7% in each of the four companies that
ranked highest in the price appreciation category, excluding any
company that was already selected and received a 12% weighting;
and
. 5% in each of the remaining companies.
The volume of shares traded daily on the NASDAQ (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Technology Trust may have differed.
The Pinnacle Trust. The Pinnacle Trust seeks to achieve its objective by
attempting to outperform the DJIA (which is not affiliated with the Sponsors)
by creating a portfolio that combines the following three investment strategies
each determined as of two business days prior to the Initial Date of Deposit:
Strategy 1: investing in the DJIA's ten (10) common stocks having the
highest dividend yield (the "Top Ten"),
Strategy 2: investing in the DJIA's five (5) common stocks having the
lowest per share stock price of the Top Ten (the "Focus Five")
and
B-3
<PAGE>
Strategy 3: investing in a single stock which is the DJIA's second-lowest
priced of the Focus Five (the "Penultimate Pick").
The combination of the three investment strategies is hereinafter referred to
as the "Triple Strategy." The Trust's portfolio will be comprised of ten (10)
stocks. Approximately 20% of the Trust's assets will be allocated to the Top
Ten, approximately 60% will be allocated to the Focus Five and approximately
20% will be allocated to the Penultimate Pick. Within the Top Ten and Focus
Five, stocks will be purchased in approximately equal dollar amounts. Due to
the fact that all of the Focus Five are also represented in the Top Ten, and
that the Penultimate Pick appears in both the Focus Five and Top Ten, overlap
will result in a difference in the actual weighting of the stocks in the
portfolio as well as the actual weighting of the three strategies relative to
each other in the portfolio on the Initial Date of Deposit. As used herein, the
term "highest dividend yield" means the yield for each Security calculated by
annualizing the last dividend distributed on that Security and dividing the
result by the market value of that Security as of two business days prior to
the Initial Date of Deposit. This rate is historical, and there is no assurance
that any dividends will be declared or paid in the future on the Securities in
the Trust.
Investing in DJIA stocks with the highest dividend yields may be effective in
achieving the Pinnacle Trust's investment objective because regular dividends
are common for established companies and dividends have accounted for a
substantial portion of the total return on DJIA stocks as a group. There can be
no assurance that the dividend rates will be maintained. Reduction or
elimination of a dividend can adversely affect the stock price as well.
Purchasing a portfolio of these stocks as opposed to one or two stocks can
achieve a more diversified holding. There is only one investment decision
instead of ten. An investment in the Pinnacle Trust can be cost-efficient,
avoiding the odd-lot costs of buying small quantities of securities directly.
An investment in a number of companies with high dividends relative to their
stock prices is designed to increase the Pinnacle Trust's potential for higher
returns. The Pinnacle Trust's return will consist of a combination of capital
appreciation and current dividend income.
THE SECURITIES.
S&P 500 Index. The S&P 500 includes a representative example of leading
companies in leading industries. The S&P 500 is used by 97% of U.S. money
managers and pension plan sponsors and the market value of the 500 companies
contained in this index is approximately $10.4 trillion. Stocks in the S&P 500
represent approximately 80% of the market value of all publicly traded common
stock in the United States although the 500 companies represent only 7% of the
publicly traded companies in the United States.
The S&P 500 is widely regarded as the standard for measuring large-cap U.S.
stock market performance and is also a barometer for overall stock market
performance. The S&P 500 focuses on large cap U.S. companies in leading sectors
such as industrial, transportation, financial and utility. Stocks are chosen
for this index based on market size, liquidity and industry group
representation. NYSE companies make up approximately 91.6% of the S&P 500,
NASDAQ companies account for approximately 8.0% and AMEX companies account for
approximately 0.4% of this index.
NASDAQ. Trading on the NASDAQ Stock Market began in February 1971. NASDAQ
stands for the National Association of Securities Dealers Automated Quotations
Systems. NASDAQ is an electronic dealer exchange (there is no physical trading
floor) on which dealers trade securities by setting a buy and sell price.
B-4
<PAGE>
On NASDAQ, trading is executed through a computer and telecommunications
network and trades more shares per day than any other major United States
market. Approximately 5,100 domestic and foreign companies are listed on the
NASDAQ. The NASDAQ Stock Market is the United States' second-largest securities
market after the New York Stock Exchange. NASDAQ's share volume reached over
202 billion shares in 1998 and dollar volume reached nearly $5.8 trillion. In
1998, NASDAQ share volume was greater than that of all other U.S. stock
markets. In addition, in 1998 NASDAQ listed 273 U.S. initial public offerings,
which is 4 times more than any other U.S. stock market.
The NASDAQ stock market is operated by the NASDAQ Stock Market, Inc., an
independent subsidiary of the National Association of Securities Dealers, Inc.
(NASD). Companies listed on the NASDAQ are separated into two major
classifications, the NASDAQ SmallCap Market, for small to medium-sized
companies, and the NASDAQ National Market, for larger companies with higher
capitalization. The NASDAQ Stock Market includes companies of every type and
every size, in every stage of development. Although companies listed on NASDAQ
represent a broad spectrum of industries including agriculture, mining,
construction, manufacturing, transportation, retail, banking and insurance,
just to name a few, the greatest industry concentrations of companies listed on
the NASDAQ are in information technology (including computer technology),
telecommunications, pharmaceuticals, biotechnology, finance, banking and
insurance.
The recent acquisition by the NASD of the American Stock Exchange (AMEX), a
floor-based trading system, has not altered or affected the NASDAQ system. Each
market will continue to function as an independent subsidiary.
NYSE. The New York Stock Exchange (NYSE) is the world's largest equity
market. The NYSE is a floor-based, auction market trading system. In 1998,
there were approximately 674 million shares traded each day. Approximately
3,100 domestic and foreign companies are listed on the NYSE with over 242
billion shares outstanding and total market capitalization of nearly $12
trillion.
The NYSE consists of large, mid-sized and smaller companies in all business
sectors. Moreover, virtually every leading industrial, financial and service
corporation is listed on the NYSE. To be considered for listing on the NYSE, a
company must meet specified levels of net earnings, assets, and trading volume,
and its shares must be widely held by investors.
DJIA. The Dow Jones Industrial Average (DJIA) comprises 30 common stocks
chosen by the editors of The Wall Street Journal as representative of the broad
market and of American industry. The companies are major factors in their
industries and their stocks are widely held by individuals and institutional
investors. Changes in the components of the DJIA are made entirely by the
editors of The Wall Street Journal without consultation with the companies, the
stock exchange or any official agency. For the sake of continuity, changes are
made rarely. Most substitutions have been the result of mergers, but from time
to time, changes may be made to achieve a better representation. The components
of the DJIA may be changed at any time for any reason. Any changes in the
components of the DJIA after the date of this Prospectus will not cause a
change in the identity of the common stocks included in the Pinnacle Trust's
portfolio, including any Additional Securities deposited in the Pinnacle Trust.
The first DJIA, consisting of 12 stocks, was published in The Wall Street
Journal in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. For two periods of 17 consecutive years each, there were no changes to
the list: March 1939-July 1956 and June 1959-August 1976. The DJIA last changed
on March 17, 1997.
B-5
<PAGE>
Stocks Currently Comprising the DJIA
<TABLE>
<S> <C>
AT&T Corporation Hewlett-Packard Co.
Allied Signal International Business Machines Corporation
Aluminum Company
of America International Paper Company
American Express
Company Johnson & Johnson
Boeing Company J.P. Morgan & Company
Caterpillar Inc. McDonald's Corporation
Chevron
Corporation Merck & Company, Inc.
Citigroup Inc. Minnesota Mining & Manufacturing Company
Coca-Cola
Company Philip Morris Companies, Inc.
E.I. du Pont de
Nemours &
Company Proctor & Gamble Company
Eastman Kodak
Company Sears, Roebuck & Company
Exxon
Corporation Union Carbide Corporation
General Electric
Company United Technologies Corporation
General Motors
Corporation Wal-Mart Stores, Inc.
Goodyear Tire &
Rubber Company Walt Disney Company
</TABLE>
The yield for each Security was calculated by annualizing the last quarterly
or semi-annual ordinary dividend distributed and dividing the result by the
market value of the Security as of two business days prior to the Initial Date
of Deposit. This formula (an objective determination) served as the basis for
the Sponsors' selection of the Top Ten. The companies represented in the
Pinnacle Trust are some of the most well-known and highly capitalized companies
in America. The Securities were selected irrespective of any research
recommendation by the Sponsors. Investing in the stocks of the DJIA may be
effective as well as conservative because regular dividends are common for
established companies and dividends have accounted for a substantial portion of
the total return on stocks comprising the DJIA.
Although the Pinnacle Trust was not available until September 1998, during
the last 25 years, the strategy of investing in approximately equal values of
the ten highest yielding stocks each year generally would have yielded a higher
total return than an investment in all 30 stocks which make up the DJIA. The
following table shows the hypothetical performance of investing approximately
equal amounts in each of the Top Ten, Focus Five, Penultimate Pick and the
combined Triple Strategy at the beginning of each year and rolling over the
proceeds. The total returns do not reflect sales charges, except as indicated,
commissions or taxes. These results represent past performance of the Top Ten,
Focus Five, Penultimate Pick and Triple Strategy, and should not be considered
indicative of future results of the Pinnacle Trust. The Pinnacle Trust's annual
total return may not exceed the DJIA in any one year; however, historically,
long term cumulative total returns from these strategies has outperformed the
cumulative returns of the DJIA. The Top Ten, Focus Five, Penultimate Pick and
Triple Strategy each underperformed the DJIA in certain years. Also, investors
in the Pinnacle Trust may not realize as high a total return as on a direct
investment in each of the Top Ten, Focus Five, Penultimate Pick or Triple
Strategy since the Pinnacle Trust has sales charges and expenses and may not be
fully invested at all times. Unit prices fluctuate with the value of the
underlying stocks, and there is no assurance that dividends on these stocks
will be paid or that the Units will appreciate in value.
The following table compares the actual performance of the DJIA and
approximately equal values of each of the Top Ten, Focus Five, Penultimate Pick
or Hypothetical Triple Strategy Trust in each of the past 25 years, as of
December 31 in each of these years:
B-6
<PAGE>
COMPARISON OF TOTAL RETURNS(/1/)
For Calendar Years ending 12/31
(Unless indicated, Total Returns do not include sales charges, commissions,
taxes or other expenses)
<TABLE>
<CAPTION>
Hypothetical
Dow Jones Triple Strategy
Calendar Industrial Top Focus Penultimate Hypothetical Trust--Net of
Year Average Ten of Five of Pick of Triple Strategy Sales Charges
Ended (DJIA) DJIA(/2/) DJIA(/2/) DJIA(/2/) Trust(/3/) & Expenses(/3/)(/4/)
-------- ---------- --------- --------- ----------- --------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
1974 -23.10% -1.30% -3.80% -41.70% -10.88% -14.83%
1975 44.40 55.90 70.10 157.20 84.68 81.23
1976 22.70 34.80 40.80 55.10 42.46 39.01
1977 -12.70 0.90 4.50 4.30 3.74 0.29
1978 2.70 -0.10 1.70 1.00 1.20 -2.25
1979 10.50 12.40 9.90 -10.10 6.40 2.95
1980 21.50 27.20 40.50 50.60 39.86 36.41
1981 -3.40 5.00 0.00 27.30 6.46 3.01
1982 25.80 23.60 37.40 95.30 46.22 42.77
1983 25.70 38.70 36.10 36.10 36.62 33.17
1984 1.10 7.60 12.60 -2.80 8.52 5.07
1985 32.80 29.50 37.80 26.40 33.86 30.41
1986 26.90 32.10 27.90 29.60 29.08 25.63
1987 6.00 6.10 11.10 3.30 8.54 5.09
1988 16.00 22.90 18.40 19.50 19.52 16.07
1989 31.70 26.50 10.50 12.90 14.18 10.73
1990 -0.40 -7.60 -15.20 -17.40 -14.12 -17.57
1991 23.90 39.30 61.90 185.60 82.12 78.67
1992 7.40 7.90 23.10 69.10 29.26 25.81
1993 16.80 27.30 34.30 39.10 33.86 30.41
1994 4.90 4.10 8.60 -37.40 -1.50 -4.95
1995 36.40 36.70 30.50 21.70 29.98 26.53
1996 28.90 27.90 26.00 28.10 26.80 23.35
1997 24.70 21.60 20.00 49.90 26.30 22.85
1998 17.90 10.80 12.60 21.80 14.10 10.65
</TABLE>
- --------
(/1/) Total return does not take into consideration any sales charges,
commissions, expenses or taxes EXCEPT for total returns cited for the
Hypothetical Triple Strategy Trust. The Total Return represents the sum of
Appreciation and Actual Dividend Yield. (i) Appreciation for the Top Ten,
Focus Five and Penultimate Pick is calculated by subtracting the market
value of these stocks as of the first trading day on the New York Stock
Exchange in a given calendar year from the market value of those stocks as
of the last trading day in that calendar year, and dividing the result by
the market value of the stocks as of the first trading day in that calendar
year. Appreciation for the DJIA is calculated by subtracting the opening
value of the DJIA as of the first trading day in each calendar year from
the closing value of the DJIA as of the last trading day in that calendar
year, and dividing the result by the opening value of the DJIA as of the
first trading day in that calendar year. (ii) Actual Dividend Yield for the
Top Ten, Focus Five and Penultimate Pick is calculated by adding the total
dividends received on the stocks in the calendar year and dividing the
result by the market value of the stocks as of the first trading day in
that calendar year. Actual Dividend Yield for the DJIA is calculated by
taking the total dividends credited to the DJIA and dividing the result by
the opening value of the DJIA as of the first trading day in that calendar
year.
(/2/) The Top Ten, Focus Five and Penultimate Pick in any given calendar year
were selected by ranking the dividend yields for each of the stocks in the
DJIA as of the beginning of that calendar year, based upon an annualization
of the last quarterly or semi-annual regular dividend distribution (which
would have been declared in the preceding calendar year) divided by that
stock's market value on the first trading day on the New York Stock
Exchange in that calendar year.
(/3/) The Total Return Performance for the Hypothetical Triple Strategy Trust is
calculated by combining the Total Return, as calculated in footnote (1)
above, of the three investment strategies, the Top Ten, Focus Five and
Penultimate Pick, in any given calendar year based upon the same weighted
average which this Trust will be employing: 20% comprised of the Top Ten,
60% of the Focus Five and 20% of the Penultimate Pick. Within these three
categories, stocks will be purchased in approximately equal dollar amounts.
Footnote (2) above describes the selection process of each strategy.
(/4/) Total Return for Hypothetical Triple Strategy Trust is net of sales
charges (3.695% for the first year, 3.195% for each subsequent year) and
estimated expenses of .260%.
These results represent past performance and should not be considered
indicative of future results of this Trust. Unit prices may fluctuate with
the value of the underlying stocks, and there is no assurance that dividends
on these stock will be paid or that the Units will appreciate in value.
Trust performance will differ from the Hypothetical Triple Strategy Trust
because (i) of commissions, (ii) the portfolio is established and liquidated
at different times during the year, (iii) stocks may be purchased and sold
at prices different from those used in determining unit price, (iv) the
Trust may not be fully invested at all times, and (v) stocks may not be
weighted equally. The Triple Strategy Trust may have been concentrated in
different industries than this Trust.
B-7
<PAGE>
SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any Security
that has been purchased for the Trusts under a contract ("Failed Securities"),
the Sponsors are authorized under each Trust Agreement to direct the Trustee to
acquire other securities ("Substitute Securities") to make up the original
corpus of the Trusts.
The Substitute Securities must be purchased within 20 days after delivery of
the notice of the failed contract. Where the Sponsors purchase Substitute
Securities in order to replace Failed Securities, the purchase price may not
exceed the purchase price of the Failed Securities and the Substitute
Securities must be substantially similar to the Securities originally
contracted for and not delivered.
Whenever a Substitute Security has been acquired for a Trust, the Trustee
shall, within five days thereafter, notify all Unitholders of that Trust of the
acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the
Failed Security exceeded the cost of the Substitute Security.
In the event no substitution is made, the proceeds of the sale of Securities
will be distributed to Unitholders as set forth under "Rights of Unitholders--
Distributions." In addition, if the right of substitution shall not be utilized
to acquire Substitute Securities in the event of a failed contract, the Sponsor
will cause to be refunded the sales charge attributable to such Failed
Securities to all Unitholders, and distribute the principal and dividends, if
any, attributable to such Failed Securities on the next Distribution Date.
RISK CONSIDERATIONS
COMMON STOCK. An investment in Units should be made with an understanding of
the risks inherent in any investment in common stocks including the risk that
the financial condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in
the value of the Units). Additional risks include those associated with the
right to receive payments from the issuer which is generally inferior to the
rights of creditors of, or holders of, debt obligations or preferred stock
issued by the issuer. Holders of common stocks have a right to receive
dividends only when, if, and in the amounts declared by the issuer's board of
directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of principal,
interest and dividends which can adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock or the economic
interest of holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (which value will be subject to
market fluctuations prior thereto), common stocks have neither fixed principal
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amount nor a maturity and have values which are subject to market fluctuations
for as long as the common stocks remain outstanding. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The value of the common stocks
in the Trusts thus may be expected to fluctuate over the life of the Trusts to
values higher or lower than those prevailing on the Initial Date of Deposit.
Unitholders will be unable to dispose of any of the Securities in the Trusts,
and, as such, will not be able to vote the Securities. As the holder of the
Securities, the Trustee will have the right to vote all of the voting stocks in
the Trusts and will vote in accordance with the instructions of the Sponsors.
COMPUTER/COMPUTER TECHNOLOGY INDUSTRIES. The Industrial and Technology Trusts
may be considered to be concentrated in the common stock of companies engaged
in the computer and computer technology industries. As discussed, the value of
the Units of the Trusts may be susceptible to various factors affecting these
industries. Companies in the rapidly changing field of computer and computer
technology face special risks. For example, their products or services may not
prove commercially successful or may become obsolete quickly. As such, the
Trusts may not be an appropriate investment for individuals who are not long-
term investors and whose primary objective is safety of principal or stable
income from their investments. The computer and computer technology-related
industries may be subject to greater governmental regulation than many other
industries and changes in governmental policies and the need for regulatory
approvals may have a material adverse effect on these industries. Additionally,
companies in these industries may be subject to risks of developing computer
technologies, competitive pressures and other factors and are dependent upon
consumer and business acceptance as new computer technologies evolve.
RETAIL-GENERAL MERCHANDISING INDUSTRIES. The Pinnacle Trust may be considered
to be concentrated in the common stock of companies engaged in the retail-
general merchandising industry. Factors that may adversely affect this industry
are (i) general economic conditions that could negatively impact consumer
spending, (ii) increasing competitive pressures from discounters which can
threaten the retailers' market share, especially for moderately priced retail
stores, and (iii) increasing technological advances to remain competitive
including on-line Internet retailers which generate significantly less overhead
than "brick and mortar" department stores.
General economic factors that could negatively impact consumer spending are a
decline in the U.S. economy, a large drop in the stock market, an increase in
interest rates, inflation and unemployment, or a decrease in personal income.
While the U.S. economy achieved steady growth in 1998, there is no guarantee
that this growth will continue. Consumer confidence also plays a strong role in
consumer spending. Consequently, a decrease in consumer confidence could lead
to a decline in the retail industry.
PENULTIMATE PICK. The Pinnacle Trust will be "concentrated" in the common
stock of the Penultimate Pick. Information regarding such company is available
by inspecting or copying certain reports, proxies and informational statements
and other information filed by such company in accordance with the Securities
Exchange Act of 1934 at the public reference facilities maintained at the
Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by accessing its website at www.sec.gov. Copies can
be obtained from the Public Reference Section of the Securities and Exchange
Commission at the same address at prescribed rates.
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The Sponsors believe that the information summarized above for the
computer/computer technology industries and the retail-general merchandising
industry describes some of the more significant aspects relating to the risks
associated with investing in the Trusts which may have a "concentration" in
these industries. The sources of such information are obtained from research
reports as well as other publicly available documents. While the Sponsors have
not independently verified this information, they have no reason to believe
that such information is not correct in all material respects.
FIXED PORTFOLIO. Unlike a "managed" investment company in which there may be
frequent changes in the portfolio of securities based upon economic, financial
and market analyses, the adverse financial condition of a company will not
result in the elimination of its securities from the portfolio of the Trusts.
In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when, in its opinion,
it is in the best interests of the Unitholders to do so. All the Securities in
the Trusts are liquidated or distributed during the Liquidation Period. Since
the Trusts will not sell Securities in response to ordinary market fluctuation,
but only at each of the Trust's termination or upon the occurrence of certain
events, the amount realized upon the sale of the Securities may not be the
highest price attained by an individual Security during the life of a Trust.
See "Administration of Trusts--Trust Supervision." Some of the Securities in
the Trusts may also be owned by other clients of the Sponsors and their
affiliates. However, because these clients may have differing investment
objectives, the Sponsors may sell certain Securities from those accounts in
instances where a sale by the Trusts would be impermissible, such as to
maximize return by taking advantage of market fluctuations. Although the Trusts
are regularly reviewed and evaluated and the Sponsor may instruct the Trustee
to sell Securities under certain limited circumstances, Securities will not be
sold by the Trusts to take advantage of market fluctuations or changes in
anticipated rates of appreciation.
ADDITIONAL SECURITIES. Investors should be aware that in connection with the
creation of additional Units subsequent to the Initial Date of Deposit, the
Sponsors may deposit (i) Additional Securities, (ii) contracts to purchase
Additional Securities or (iii) cash with instructions to purchase Additional
Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the numbers
of shares of each Security in a Trust. To the extent the price of a Security
increases or decreases between the time cash is deposited with instructions to
purchase the Security and the time the cash is used to purchase the Security,
Units may represent less or more of that Security and more or less of the other
Securities in the Trusts. Brokerage fees (if any) incurred in purchasing
Securities with cash deposited with instructions to purchase the Securities
will be an expense of the Trusts. Price fluctuations between the time of
deposit and the time the Securities are purchased, and payment of brokerage
fees, will affect the value of every Unitholder's Units and the Income per Unit
received by the Trusts.
In particular, Unitholders who purchase Units during the initial offering
period will experience a dilution of their investment as a result of any
brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the
Evaluation Time or at prices as close as possible to the prices used to
evaluate Trust Units at the Evaluation Time. In addition, subsequent deposits
to create such additional Units will not be covered by the deposit of a bank
letter of credit. In the event that the Sponsors do not deliver cash in
consideration for the additional Units delivered, the Trusts may be unable to
satisfy their contracts to purchase the Additional Securities. The failure of
the Sponsors to deliver cash to the Trusts, or any delays in the Trusts
receiving such cash, may have significant adverse consequences for the Trusts.
YEAR 2000 ISSUE. Many existing computer programs use only two digits to
identify a year in the date field and were designed and developed without
considering the impact of the upcoming change in the century.
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Therefore, the year "2000" will be incorrectly identified as the year "1900."
If not corrected, many computer applications can fail or create erroneous
results by or at the Year 2000, requiring substantial resources to remedy. The
Sponsors and Trustee believe that the "Year 2000" problem is material to their
business and operations and may have a material adverse effect on the Sponsors'
and the Trustee's results of operations and, in turn, cash available for
distribution by the Trustee. Although the Sponsors and the Trustee are
addressing the problem with respect to their business operations, there can be
no assurance that the "Year 2000" problem will be properly or timely resolved.
The "Year 2000" problem may also adversely affect issuers of the Securities
contained in the Trusts to varying degrees based upon various factors. The
Sponsors are unable to predict what effect, if any, the "Year 2000" problem
will have on such issuers.
TERMINATION. Each of the Trusts may be terminated at any time and all
outstanding Units liquidated if the net asset value of a Trust falls below 40%
of the aggregate net asset value of that Trust at the completion of the initial
public offering period. Investors should note that if the net asset value of a
Trust should fall below the applicable minimum value, the Sponsors may then
terminate that Trust, at their sole discretion, prior to the Termination Date
specified in the Summary of Essential Information.
LEGAL PROCEEDINGS AND LEGISLATION. At any time after the Initial Date of
Deposit, legal proceedings may be initiated on various grounds, or legislation
may be enacted, with respect to the Securities in the Trusts or to matters
involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or will not
impair the ability of the issuers of the Securities to achieve their business
goals.
RETIREMENT PLANS. The Trusts may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans. Generally, capital gains and income received in each of the
foregoing plans are exempt from Federal taxation. Except with respect to
certain IRAs known as Roth IRAs, distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Five year averaging will
not apply to distributions after December 31, 1999. Ten year averaging has been
preserved in very limited circumstances. Holders of Units in IRAs, Keogh plans
and other tax-deferred retirement plans should consult their plan custodian as
to the appropriate disposition of distributions. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisors with respect to the
establishment and maintenance of any such plan. Such plans are offered by
McLaughlin, Piven, Vogel Securities, Inc. Fees and charges with respect to such
plans may vary.
Before investing in the Trusts, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things whether (i) the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trusts; (ii) the investment satisfies the diversification
requirement of Section 404(a)(1)(C) of ERISA; and (iii) the assets of the
Trusts are deemed "plan assets" under ERISA's and the Department of Labor's
definition of "plan assets."
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PUBLIC SALE OF UNITS
PUBLIC OFFERING PRICE. The Public Offering Price of the Units for the Trusts
is computed by adding the applicable initial sales charge to the aggregate
value of the Securities (as determined by the Trustee) and any cash held to
purchase Securities, divided by the number of Units of the Trust outstanding.
Valuation of Securities by the Trustee is made at the close of business on the
NYSE on each business day. Securities quoted on a national exchange or NASDAQ
are valued at the closing sale price. Securities not so quoted are valued in
the manner described in the Indenture.
PUBLIC DISTRIBUTION OF UNITS. Units will be distributed to the public at the
Public Offering Price through the Sponsors and may also be distributed through
dealers. The Sponsors intend to qualify the Units for sale in certain states.
VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount from the
Public Offering Price based upon the number of Units purchased. This volume
discount will result in the following reduction of the sales charge applicable
to such purchases:
<TABLE>
<CAPTION>
Industrial
and
Technology Pinnacle
Trusts Trust
Approximate Approximate
Reduced Reduced
Sales Sales
Number of Units Charge Charge
--------------- ----------- -----------
<S> <C> <C>
25,000 but less than 50,000........................ 3.995% 3.345%
50,000 but less than 100,000....................... 3.745% 3.095%
100,000 or more.................................... 3.495% 2.845%
</TABLE>
For transactions of at least 100,000 Units or more, the Sponsors may
negotiate the applicable sales charge and such charge will be disclosed to any
such purchaser.
These discounts will apply to all purchases of Units by the same purchaser.
Units purchased by the same purchasers in separate transactions during the
initial public offering period will be aggregated for purposes of determining
if such purchaser is entitled to a discount. Such purchaser must own at least
the required number of Units at the time such determination is made. Units held
in the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed for the purposes hereof to be
registered in the name of the purchaser. The discount is also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account.
Unitholders of prior series of McLaughlin, Piven, Vogel Family of Trusts (the
"Prior Series") may "rollover" into the Trusts by exchanging units of the Prior
Series for Units of the Trusts at their relative net asset values plus the
applicable sales charge. Unitholders maintaining an account at McLaughlin,
Piven, Vogel Securities, Inc. exercising this option, may purchase such Units
subject to a reduced sales charge of 3.995% for the Industrial and Technology
Trusts and a reduced charge of 3.195% for the Pinnacle Trust. An exchange of
units of a Prior Series for Units of the Trusts will generally be a taxable
event. The rollover option described herein will also be available to investors
in the Prior Series who elect to purchase additional Units of the Trusts (see
"Administration of the Trusts--Trust Termination").
Unitholders with a brokerage account at McLaughlin, Piven, Vogel Securities,
Inc. will qualify to receive one trade to buy equity securities any time
following the first Settlement Date of the Trusts and only be charged a $19.50
processing fee.
During the initial offering period, Unitholders who have redeemed units of a
Trust, may purchase Units in an amount up to the amount redeemed, of such
Trust, within thirty days after such redemption, at no sales charge.
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Investors who purchase Units of the Trusts through a Keogh Plan, pension fund
or other qualified retirement plan having 25 or more members maintained at
McLaughlin, Piven, Vogel Securities, Inc. will be subject to a reduced sales
charge of 2.0%.
Employees (and their immediate families) of McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc. (and their affiliates) and
of the special counsel to the Sponsors, may, pursuant to employee benefit
arrangements, purchase Units of the Trusts without a sales charge at a price
equal to the aggregate value of the underlying securities in the Trusts,
divided by the number of Units outstanding. Such arrangements result in less
selling effort and selling expenses than sales to employee groups of other
companies. Resales or transfers of Units purchased under the employee benefit
arrangements may only be made through the Sponsors' secondary market, so long
as it is being maintained.
SPONSORS' PROFITS. The Sponsors will receive a combined gross underwriting
commission equal to up to 4.495% of the Public Offering Price per 100 Units
(equivalent to 4.707% of the net amount invested in the Securities) for the
Industrial and Technology Trusts and 3.695% of the Public Offering Price per
100 Units (equivalent to 3.837% of the net amount invested in the Securities)
for the Pinnacle Trust. Additionally, the Sponsors may realize a profit on the
deposit of the Securities in the Trusts representing the difference between the
cost of the Securities to the Sponsors and the cost of the Securities to the
Trusts (see "Portfolio" in Part A). The Sponsors may realize profits or sustain
losses with respect to Securities deposited in the Trusts which were acquired
from underwriting syndicates of which they were a member. All or a portion of
the Securities deposited in the Trusts may have been acquired through the
Sponsors.
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the Underwriter may
also realize profits or sustain losses as a result of fluctuations after the
Initial Date of Deposit in the aggregate value of the Securities and hence in
the Public Offering Price received by the Sponsors for the Units. Cash, if any,
made available to the Sponsors prior to settlement date for the purchase of
Units may be used in the Sponsors' business subject to the limitations of 17
CFR 240.15c3-3 under the Securities Exchange Act of 1934 and may be of benefit
to the Sponsors.
Both upon acquisition of Securities and termination of the Trusts, the
Trustee may utilize the services of the Sponsors for the purchase or sale of
all or a portion of the Securities in the Trusts. The Sponsors may receive
brokerage commissions from the Trusts in connection with such purchases and
sales in accordance with applicable law.
In maintaining a market for the Units (see "Liquidity-Sponsors Repurchase")
the Sponsors will realize profits or sustain losses in the amount of any
difference between the price at which it buys Units and the price at which it
resells such Units.
RIGHTS OF UNITHOLDERS
BOOK-ENTRY UNITS. Ownership of Units of the Trusts will not be evidenced by
certificates. All evidence of ownership of the Units will be recorded in book-
entry form at The Depository Trust Company ("DTC") through an investor's
McLaughlin, Piven, Vogel brokerage account. Units held through DTC will be
deposited by the Sponsors with DTC in the McLaughlin, Piven, Vogel DTC account
and registered in the nominee name CEDE & CO. Individual purchases of
beneficial ownership interest in the Trusts will be made in book-entry form
through DTC. Ownership and transfer of Units will be evidenced and accomplished
directly and indirectly only by book-entries made by DTC and its participants.
DTC will record ownership and transfer
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<PAGE>
of the Units among DTC participants and forward all notices and credit all
payments received in respect of the Units held by the DTC participants.
Beneficial owners of Units will receive written confirmation of their purchases
and sale from their McLaughlin, Piven, Vogel representative. Transfer, and the
requirements therefore, will be governed by the applicable procedures of DTC
and the Unitholder's agreement with the DTC participant in whose name the
Unitholder's Units are registered on the transfer records of DTC.
DISTRIBUTIONS. Dividends, if any, received by a Trust are credited by the
Trustee to an Income Account for that Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for
that Trust.
Distributions to each Unitholder from the Income Account are computed as of
the close of business on each Record Date for the following payment date and
consist of an amount substantially equal to such Unitholder's pro rata share of
the income credited to the Income Account, less expenses. Distributions from
the Principal Accounts of the Trusts (other than amounts representing failed
contracts, as previously discussed) will be computed as of each Record Date,
and will be made to the Unitholders of a Trust on or shortly after the
Distribution Date. Proceeds representing principal received from the
disposition of any of the Securities between a Record Date and a Distribution
Date which are not used for redemptions of Units will be held in the Principal
Account and not distributed until the next Distribution Date. Persons who
purchase Units between a Record Date and a Distribution Date will receive their
first distribution on the Distribution Date following the next Record Date.
As of each Record Date, the Trustee will deduct from the Income Accounts of
the Trusts, and, to the extent funds are not sufficient therein, from the
Principal Accounts of the Trusts, amounts necessary to pay the expenses of the
Trusts (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trusts. Amounts so
withdrawn shall not be considered a part of such Trust's assets until such time
as the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.
The dividend distribution per 100 Units, if any, cannot be anticipated and
may be paid as Securities are redeemed, exchanged or sold, or as expenses of
each of the Trusts fluctuate. No distribution need be made from the Income
Account or the Principal Account unless the balance therein is an amount
sufficient to distribute $1.00 per 100 Units.
RECORDS. The Trustee keeps records of the transactions of the Trusts at its
corporate trust office including names, addresses and holdings of all
Unitholders of record, a current list of the Securities and a copy of the
Indenture. Such records are available to Unitholders for inspection at
reasonable times during business hours.
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<PAGE>
REPORTS TO HOLDERS. The Trustee will furnish Unitholders with each
distribution a statement of the amount of income and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year, the Trustee will furnish to each person who at any time during
the calendar year was a Unitholder of record, a statement showing:
(i) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and
redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, and the balance remaining after such distributions
and deductions, expressed both as a total dollar amount and as a dollar
amount representing the pro rata share of each 100 Units outstanding on the
last business day of such calendar year;
(ii) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments
of applicable taxes and fees and expenses of the Trusts, amounts paid for
purchases of Substitute Securities and redemptions of Units, if any, and
the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro
rata share of each 100 Units outstanding on the last business day of such
calendar year;
(iii) a list of the Securities held, a list of Securities purchased, sold
or otherwise disposed of during the calendar year and the number of Units
outstanding on the last business day of such calendar year;
(iv) the Redemption Price per 100 Units based upon the last computation
thereof made during such calendar year; and
(v) amounts actually distributed to Unitholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trusts,
expressed both as total dollar amounts and as dollar amounts representing
the pro rata share of each 100 Units outstanding on the last business day
of such calendar year.
Unitholders will be furnished with evaluations of Securities upon request to
the Trustee in order to comply with Federal and state tax reporting
requirements.
LIQUIDITY
SPONSORS REPURCHASE. Unitholders who wish to dispose of their Units should
inquire of the Sponsors as to current market prices prior to making a tender
for redemption. The aggregate value of the Securities will be determined by the
Trustee on a daily basis and computed on the basis set forth under "Trustee
Redemption." The Sponsors do not guarantee the enforceability, marketability or
price of any Securities in the Portfolios or of the Units. The Sponsors may
discontinue the repurchase of Units if the supply of Units exceeds demand, or
for other business reasons. The date of repurchase is deemed to be the date on
which redemption requests are received in proper form, by McLaughlin, Piven,
Vogel Securities, Inc., 30 Wall Street, New York, New York 10005 or Reich &
Tang Distributors Inc., 600 Fifth Avenue, New York, New York 10020. Redemption
requests received after 4 P.M., New York Time, will be deemed to have been
repurchased on the next business day. In the event a market is not maintained
for the Units, a Unitholder may be able to dispose of Units only by tendering
them to the Trustee for redemption.
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<PAGE>
Units purchased by the Sponsors in the secondary market may be reoffered for
sale by the Sponsors at a price based on (i) the aggregate value of the
Securities in a Trust plus (ii) a 4.495% sales charge (or 4.707% of the net
amount invested) for the Industrial and Technology Trusts and a 3.695% sales
charge (or 3.837% of the net amount invested) for the Pinnacle Trust plus (iii)
a pro rata portion of amounts, if any, in the Income and Principal Accounts.
Any Units that are purchased by the Sponsors in the secondary market also may
be redeemed by the Sponsors if they determine such redemption to be in their
best interest.
The Sponsors may, under certain circumstances, as a service to Unitholders,
elect to purchase any Units tendered to the Trustee for redemption (see
"Liquidity--Trustee Redemption"). Factors that the Sponsors will consider in
making a determination will include the number of Units of all Trusts which
they have in inventory, their estimate of the stability and the time required
to sell such Units and general market conditions. For example, if in order to
meet redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (three calendar days after
tender), the Sponsors may elect to purchase such Units. Such purchase shall be
made by payment to the Unitholder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.
TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the business
day preceding the commencement of the Liquidation Period (approximately fifteen
months from the Date of Deposit), Units may also be tendered to the Trustee for
redemption upon payment of any relevant tax by contacting the Sponsors holding
such Units in street name. In certain instances, additional documents may be
required, such as trust instrument, certificate of corporate authority,
certificate of death or appointment as executor, administrator or guardian. At
the present time there are no specific taxes related to the redemption of
Units. No redemption fee will be charged by the Sponsors or the Trustee. Units
redeemed by the Trustee will be canceled.
Within three business days following a tender for redemption, the Unitholder
will be entitled to receive an amount for each Unit tendered equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. The "date
of tender" is deemed to be the date on which Units are received by the Trustee.
For Units received after the close of trading on the NASDAQ or NYSE (4:00 p.m.
Eastern Time), the date of tender is the next day on which such Exchange is
open for trading, and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price computed on that
day.
A Unitholder will receive his redemption proceeds in cash and amounts paid on
redemption shall be withdrawn from the Income Accounts, or, if the balance
therein is insufficient, from the Principal Accounts. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, can result in a sale of Securities by the Trustee at a
loss. To the extent Securities are sold, the size and diversity of the
particular Trust will be reduced. The Securities to be sold will be selected by
the Trustee in order to maintain, to the extent practicable, the proportionate
relationship among the number of shares of each Security. Provision is made in
the Indenture under which the Sponsors may, but need not, specify minimum
amounts in which blocks of Securities are to be sold in order to obtain the
best price for the Trusts. While these minimum amounts may vary from time to
time in accordance with market conditions, the Sponsors believe that the
minimum amounts specified will be approximately 100 shares for readily
marketable Securities.
The Redemption Price per Unit is the pro rata share of the Unit in the Trusts
determined by the Trustee on the basis of (i) the cash on hand in the
particular Trust or moneys in the process of being collected, (ii) the value of
the Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other
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governmental charges payable out of the Trust, (b) the accrued expenses of the
Trust and (c) cash allocated for the distribution to Unitholders of record as
of the business day prior to the evaluation being made. As of the close of the
initial public offering period the Redemption Price per 100 Units will be
reduced to reflect the payment of the per 100 Unit organization costs to the
Sponsors. The Trustee may determine the value of the Securities in each of the
Trusts in the following manner: because the Securities are listed on national
securities exchanges, this evaluation is based on the closing sale prices on
those exchanges. Unless the Trustee deems these prices inappropriate as a basis
for evaluation or if there is no such closing purchase price, then the Trustee
may utilize, at the Trusts' expense, an independent evaluation service or
services to ascertain the values of the Securities. The independent evaluation
service shall use any of the following methods, or a combination thereof, which
it deems appropriate: (i) on the basis of current bid prices for comparable
securities, (ii) by appraising the value of the Securities on the bid side of
the market or (iii) by any combination of the above.
Any Unitholder tendering 2,500 Units or more of a Trust for redemption may
request, by written notice submitted at the time of tender from the Trustee in
lieu of a cash redemption, a distribution of shares of Securities and cash in
an amount and value equal to the Redemption Price Per Unit as determined as of
the evaluation next following tender. To the extent possible, in kind
distributions ("In Kind Distributions") shall be made by the Trustee through
the distribution of each of the Securities in book-entry form to the account of
the Unitholder's broker-dealer at DTC. An In Kind Distribution will be reduced
by customary transfer and registration charges. The tendering Unitholder will
receive his pro rata number of whole shares of each of the Securities
comprising a Trust portfolio and cash from the Principal Accounts equal to the
balance of the Redemption Price to which the tendering Unitholder is entitled.
If funds in the Principal Account are insufficient to cover the required cash
distribution to the tendering Unitholder, the Trustee may sell Securities in
the manner described above.
The Trustee is irrevocably authorized in its discretion, if the Sponsors do
not elect to purchase a Unit tendered for redemption or if the Sponsors tender
a Unit for redemption, in lieu of redeeming such Unit, to sell such Unit in the
over-the-counter market for the account of the tendering Unitholder at prices
which will return to the Unitholder an amount in cash, net after deducting
brokerage commissions, transfer taxes and other charges, equal to or in excess
of the Redemption Price for such Unit. The Trustee will pay the net proceeds of
any such sale to the Unitholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the NASDAQ, NYSE, or AMEX is closed, other than customary weekend
and holiday closings, or when trading on that Exchange is restricted or during
which (as determined by the Securities and Exchange Commission) an emergency
exists as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit. The Trustee and the Sponsors are not
liable to any person or in any way for any loss or damage which may result from
any such suspension or postponement.
AUTOMATIC REDEMPTION. In the event a transfer of Units from a Unitholder's
McLaughlin, Piven, Vogel brokerage account results in the automatic redemption
of those Units, Unitholders will receive an amount equal to the Redemption
Price per Unit computed as of the Evaluation Time set forth under "Summary of
Essential Information" in Part A on the date of transfer. Automatic redemption
proceeds will be paid within three business days following the tender of a
notification of transfer.
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ADMINISTRATION OF THE TRUSTS
TRUST SUPERVISION. Each Trust is a unit investment trust and is not a managed
fund. Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The Portfolios of the Trusts, however, will not
be managed and therefore the adverse financial condition of an issuer will not
necessarily require the sale of its Securities from a portfolio. Although the
portfolios of the Trusts are regularly reviewed, because of the formula
employed in selecting the Securities, it is unlikely the Trusts will sell any
of the Securities other than to satisfy redemptions of Units, or to cease
buying Additional Securities in connection with the issuance of additional
Units. However, the Trust Agreement provides that the Sponsors may direct the
disposition of Securities upon the occurrence of certain events including: (i)
default in payment of amounts due on any of the Securities; (ii) institution of
certain legal proceedings; (iii) default under certain documents materially and
adversely affecting future declaration or payment of amounts due or expected;
(iv) determination of the Sponsors that the tax treatment of the Trusts as a
grantor trust would otherwise be jeopardized; or (v) decline in price as a
direct result of serious adverse credit factors affecting the issuer of a
Security which, in the opinion of the Sponsors, will make the retention of the
Security detrimental to the Trusts or the Unitholders. Furthermore, the Trusts
will likely continue to hold a Security and purchase additional shares
notwithstanding its ceasing to be (i) ranked as one of the 25 best performing
stocks on the S&P 500 Index, as measured by price appreciation, (ii) included
as one of the highest traded stocks on the NASDAQ or NYSE with a price
appreciation of 40% or greater, or (iii) included among the Top Ten, Focus Five
and Penultimate Pick, or even its deletion from the DJIA.
In addition, each Trust Agreement provides as follows:
1. If a default in the payment of amounts due on any Security occurs
pursuant to provision (i) above and if the Sponsors fail to give immediate
instructions to sell or hold that Security, the Trustee, within 30 days of
that failure by the Sponsors, shall sell the Security.
2. It is the responsibility of the Sponsors to instruct the Trustee to
reject any offer made by an issuer of any of the Securities to issue new
securities in exchange and substitution for any Security pursuant to a
recapitalization or reorganization, if any exchange or substitution is
effected notwithstanding such rejection, any securities or other property
received shall be promptly sold unless the Sponsors direct that it be
retained.
3. Any property received by the Trustee after the Initial Date of Deposit
as a distribution on any of the Securities in a form other than cash or
additional shares of the Securities, which shall be retained, shall be
promptly sold unless the Sponsors direct that it be retained by the
Trustee. The proceeds of any disposition shall be credited to the Income or
Principal Accounts of a Trust.
4. The Sponsors are authorized to increase the size and number of Units
of the Trusts by the deposit of Additional Securities, contracts to
purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units from time to time subsequent to
the Initial Date of Deposit, provided that the original proportionate
relationship among the number of shares of each Security in a Trust
established on the Initial Date of Deposit is maintained to the extent
practicable. The Sponsors may specify the minimum numbers in which
Additional Securities will be deposited or purchased. If a deposit is not
sufficient to acquire minimum amounts of each Security, Additional
Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the
original proportionate
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relationship. If Securities of an issue originally deposited are
unavailable at the time of the subsequent deposit, the Sponsors may (i)
deposit cash or a letter of credit with instructions to purchase the
Security when it becomes available, or (ii) deposit (or instruct the
Trustee to purchase) either Securities of one or more other issues
originally deposited or a Substitute Security.
TRUST AGREEMENT AND AMENDMENT. The Trust Agreements may be amended by the
Trustee and the Sponsors without the consent of any of the Unitholders to: (i)
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (ii) change any provision thereof as may be required
by the Securities and Exchange Commission or any successor governmental agency;
or (iii) make such other provisions in regard to matters arising thereunder as
shall not adversely affect the interests of the Unitholders.
The Trust Agreements may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of investors
holding 66 2/3% of the Units then outstanding for the purpose of modifying the
rights of Unitholders; provided that no such amendment or waiver shall reduce
any Unitholder's interest in the Trusts without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of the holders of all Units. The Trust Agreements may not be
amended, without the consent of the holders of all Units in the Trusts then
outstanding, to increase the number of Units issuable or to permit the
acquisition of any Securities in addition to or in substitution for those
initially deposited in such Trust, except in accordance with the provisions of
the Trust Agreements. The Trustee shall promptly notify Unitholders, in
writing, of the substance of any such amendment.
TRUST TERMINATION. The Trust Agreements provides that a Trust shall terminate
as of the Evaluation Time on the business day preceding the commencement of the
Liquidation Period or upon the maturity, redemption or other disposition, as
the case may be, of the last of the Securities held in such Trust but in no
event is it to continue beyond the Mandatory Termination Date. If the value of
a Trust shall be less than the minimum amount set forth under "Summary of
Essential Information" in Part A, the Trustee may, in its discretion, and
shall, when so directed by the Sponsors, terminate such Trust. Each Trust may
also be terminated at any time with the consent of the investors holding 100%
of the Units then outstanding. The Trustee may utilize the services of the
Sponsors for the sale of all or a portion of the Securities in the Trusts, and
in so doing, the Sponsors will determine the manner, timing and execution of
the sales of the underlying Securities. Any brokerage commissions received by
the Sponsors from the Trusts in connection with such sales will be in
accordance with applicable law. In the event of termination, written notice
thereof will be sent by the Trustee to all Unitholders. Such notice will
provide Unitholders with the following three options by which to receive their
pro rata share of the net asset value of the Trusts and requires their election
of one of the three options by notifying the Trustee by returning a properly
completed election request (to be supplied to Unitholders of at least 2,500
Units of a Trust prior to the commencement of the Liquidation Period):
1. a Unitholder who owns at least 2,500 units and whose interest in a
Trust will entitle it to receive at least one share of each underlying
Security will have its Units redeemed on or about the commencement of the
Liquidation Period. This will be accomplished by distribution of the
Unitholder's pro rata share of the net asset value of the Trust on such
date distributed in kind to the extent represented by whole shares of
underlying Securities and the balance in cash within three business days
next following the commencement of the Liquidation Period. Unitholders
subsequently selling such distributed Securities will incur brokerage costs
when disposing of such Securities. Unitholders should consult their own tax
adviser in this regard;
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2. to receive in cash such Unitholder's pro rata share of the net asset
value of a Trust derived from the sale by the Sponsors as the agents of the
Trustee of the underlying Securities during the Liquidation Period. The
Unitholder's pro rata share of its net assets of a Trust will be
distributed to such Unitholder within three days of the settlement of the
trade of the last Security to be sold; and/or
3. to invest such Unitholder's pro rata share of the net assets of a
Trust derived from the sale by the Sponsors as agents of the Trustee of the
underlying Securities in units of a subsequent series of McLaughlin, Piven,
Vogel Family of Trusts (the "New Series") provided one is offered. It is
expected that a special redemption and liquidation will be made of all
Units of the Trust held by a Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee on or prior to the Rollover Notification
Date set forth in the "Summary of Essential Information" for the Trusts in
Part A. The Units of a New Series will be purchased by the Unitholder
within three business days of the settlement of the trade for the last
Security to be sold. Such purchaser will be entitled to a reduced sales
charge upon the purchase of units of the New Series. It is expected that
the terms of the New Series will be substantially the same as the terms of
the Trusts described in this Prospectus, and that similar options with
respect to the termination of such New Series will be available. The
availability of this option does not constitute a solicitation of an offer
to purchase Units of a New Series or any other security. A Unitholder's
election to participate in this option will be treated as an indication of
interest only. At any time prior to the purchase by the Unitholder of units
of a New Series such Unitholder may change his investment strategy and
receive, in cash, the proceeds of the sale of the Securities. An election
of this option will not prevent the Unitholder from recognizing taxable
gain or loss (except in the case of a loss, if and to the extent that
Securities contained in the New Series are treated as substantially
identical to Securities held by a Trust) as a result of the liquidation,
even though no cash will be distributed to pay any taxes. Unitholders
should consult their own tax advisers in this regard.
Unitholders who do not make any election will be deemed to have elected to
receive the termination distribution in cash (option number 2).
The Sponsors have agreed that, to the extent they effect the sales of
underlying securities for the Trustee, in the case of the second and third
options during the Liquidation Period such sales will be free of brokerage
commissions. The Sponsors, on behalf of the Trustee, will sell by the last
business day of the Liquidation Period unless prevented by unusual and
unforeseen circumstances, such as, among other reasons, a suspension in trading
of a Security, the close of a stock exchange, outbreak of hostilities and
collapse of the economy. The Redemption Price Per 100 Units upon the settlement
of the last sale of Securities during the Liquidation Period will be
distributed to Unitholders in redemption of such Unitholders' interest in a
Trust.
Depending on the amount of proceeds to be invested in Units of the New Series
and the amount of other orders for Units in the New Series, the Sponsors may
purchase a large amount of securities for the New Series in a short period of
time. The Sponsors' buying of securities may tend to raise the market prices of
these securities. The actual market impact of the Sponsors' purchases, however,
is currently unpredictable because the actual amount of securities to be
purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of
and demand for Securities, such sales may tend to depress the market prices and
thus reduce the proceeds of such sales. The Sponsors believe that the sale of
underlying Securities over the Liquidation Period described above is in the
best interest of a Unitholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than seven days if, in the Sponsor's judgment,
such sales are in the best
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interest of Unitholders. The Sponsors, in implementing such sales of securities
on behalf of the Trustee, will seek to maximize the sales proceeds and will act
in the best interests of the Unitholders. There can be no assurance, however,
that any adverse price consequences of heavy trading will be mitigated.
Section 17(a) of the Investment Company Act of 1940 generally prohibits
principal transactions between registered investment companies and their
affiliates. Pursuant to an exemptive order issued by the SEC, each terminating
McLaughlin, Piven, Vogel Family of Trusts can sell Duplicated Securities
directly to a New Series. The exemption will enable the Trusts to eliminate
commission costs on these transactions. The price for those securities
transferred will be the closing sale price on the sale date on the national
securities exchange where the securities are principally traded, as certified
and confirmed by the Trustee.
The Sponsors may for any reason, in their sole discretion, decide not to
sponsor any subsequent series of the Trusts, without penalty or incurring
liability to any Unitholder. If the Sponsors so decide, the Sponsors will
notify the Trustee of that decision, and the Trustee will notify the
Unitholders. All Unitholders will then elect either option 1, if eligible, or
option 2.
By electing to rollover into the New Series, the Unitholder indicates his
interest in having his terminating distribution from the Trusts invested only
in the New Series created following termination of the Trusts; the Sponsors
expect, however, that a similar rollover program will be offered with respect
to all subsequent series of the Trusts, thus giving Unitholders an opportunity
to elect to rollover their terminating distributions into a New Series. The
availability of the rollover privilege does not constitute a solicitation of
offers to purchase units of a New Series or any other security. A Unitholder's
election to participate in the rollover program will be treated as an
indication of interest only. The Sponsors intend to coordinate the date of
deposit of a future series so that the terminating trusts will terminate
contemporaneously with the creation of a New Series. The Sponsors reserve the
right to modify, suspend or terminate the rollover privilege at any time.
In the event the Sponsors determine that a redemption in kind and subsequent
investment in a New Series by a Unitholder may be accomplished in a manner that
will not result in the recognition of gain or loss for Federal income tax
purposes with respect to any Securities included in the portfolio of the New
Series, Unitholders will be notified at least 30 days prior to the Rollover
Notification Date of the procedures and process necessary to facilitate such
tax treatment.
THE SPONSORS. McLaughlin, Piven, Vogel Securities, Inc. ("MPV") is a New York
corporation engaged in the underwriting and securities brokerage business, and
in the investment advisory business. It is a member of the National Association
of Securities Dealers, Inc. MPV maintains its principal business offices at 30
Wall Street, New York, New York 10005. The majority shareholder of MPV is James
J. McLaughlin.Mr. McLaughlin may be deemed to be a controlling person of MPV.
Reich & Tang Distributors, Inc., a Delaware corporation, is engaged in the
brokerage business and is a member of the National Association of Securities
Dealers, Inc. Reich & Tang is also a registered investment advisor. Reich &
Tang maintains its principal business offices at 600 Fifth Avenue, New York,
New York 10020. The sole shareholder of Reich & Tang, Reich & Tang Asset
Management, Inc. ("RTAM Inc.") is wholly owned by NEIC Holdings, Inc. which,
effective December 29, 1997, was wholly owned by NEIC Operating Partnership,
L.P. ("NEICOP"). Subsequently, on March 31, 1998, NEICOP changed its name to
Nvest Companies, L.P. ("Nvest"). The general partners of Nvest are Nvest
Corporation and Nvest L.P. As of March 31, 1998, Metropolitan Life Insurance
Company ("MetLife") owned approximately 47% of the partnership interests of
Nvest. Nvest, with a principal place of business at 399 Boylston Street,
Boston, MA
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02116, is a holding company of firms engaged in the securities and investment
advisory business. These affiliates in the aggregate are investment advisors or
managers to over 80 registered investment companies. Reich & Tang is Sponsor
(and Co-Sponsor, as the case may be) for numerous series of unit investment
trusts, including New York Municipal Trust, Series 1 (and Subsequent Series),
Municipal Securities Trust, Series 1 (and Subsequent Series), 1st Discount
Series (and Subsequent Series), Multi-State Series 1 (and Subsequent Series),
Mortgage Securities Trust, Series 1 (and Subsequent Series), Insured Municipal
Securities Trust, Series 1 (and Subsequent Series), 5th Discount Series (and
Subsequent Series), Equity Securities Trust, Series 1, Signature Series,
Gabelli Communications Income Trust (and Subsequent Series) and Schwab Trusts.
MetLife is a mutual life insurance company with assets of $330.6 billion at
December 31, 1997. MetLife provides a wide range of insurance and investment
products and services to individuals and groups and is the leader among United
States life insurance companies in terms of total life insurance in force,
which totaled $1.7 trillion on December 31, 1997 for MetLife and its insurance
affiliates.
The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsors and their ability
to carry out its contractual obligations. The Sponsors will be under no
liability to Unitholders for taking any action, or refraining from taking any
action, in good faith pursuant to the Trust Agreement, or for errors in
judgment except in cases of its own willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
The Sponsors may each resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsors. If at any time either of
the Sponsors shall resign or fail to perform any of their duties under a Trust
Agreement or become incapable of acting or become bankrupt or their affairs are
taken over by public authorities, then the Trustee may either (i) appoint a
successor sponsor; (ii) terminate a Trust Agreement and liquidate the Trusts;
or (iii) continue to act as Trustee without terminating a Trust Agreement. Any
successor sponsor appointed by the Trustee shall be satisfactory to the Trustee
and, at the time of appointment, shall have a net worth of at least $1,000,000.
THE TRUSTEE. The Trustee is The Chase Manhattan Bank, with its principal
executive office located at 270 Park Avenue, New York, New York 10017 (800)
428-8890 and its unit investment trust office at Four New York Plaza, New York,
New York 10004. The Trustee is subject to supervision by the Superintendent of
Banks of the State of New York, the Federal Deposit Insurance Corporation and
the Board of Governors of the Federal Reserve System.
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties; provided, however, that the Trustee
shall not in any event be liable or responsible for any evaluation made by any
independent evaluation service employed by it. In addition, the Trustee shall
not be liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or the Trusts which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement. The Trustee has not participated in the selection of the
Trusts' Securities.
For further information relating to the responsibilities of the Trustee under
the Trust Agreement, reference is made to the material set forth under "Rights
of Unitholders."
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The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsors, and mailing a copy of a notice of resignation to all
Unitholders. In such an event the Sponsors are obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
the Sponsors may remove the Trustee and appoint a successor as provided in the
Trust Agreement. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsors. If upon resignation of the Trustee no successor has
been appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment
by such successor Trustee, all the rights, powers, duties and obligations of
the original Trustee shall vest in the successor.
Any corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be the successor Trustee. The Trustee
must always be a banking corporation organized under the laws of the United
States or any State and have at all times an aggregate capital, surplus and
undivided profits of not less than $2,500,000.
TRUST EXPENSES AND CHARGES
Investors will reimburse the Sponsors for all or a portion of the estimated
costs incurred in organizing and offering the Trusts (collectively, the
"organization costs")--including the cost of the initial preparation and
execution of the Trust Agreements, registration of the Trusts and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933 and
state registration fees, the initial fees and expenses of the Trustee, legal
expenses and other actual out-of-pocket costs. The estimated organization costs
will be paid from the assets of the Trusts as of the close of the initial
public offering period (which may be between 30 and 90 days). To the extent
that actual organization costs are less than the estimated amount, only the
actual organization costs will be deducted from the assets of the Trusts. To
the extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs included in the Public Offering
Price will be reimbursed to the Sponsors. All advertising and selling expenses,
as well as any organizational costs not paid by the Trusts, will be borne by
the Sponsors at no cost to the Trusts.
The Sponsors will receive, for portfolio supervisory services to the Trusts,
an Annual Fee in the amount set forth under "Summary of Essential Information"
in Part A. The Sponsors' fee may exceed the actual cost of providing portfolio
supervisory services for the Trusts, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the
McLaughlin, Piven, Vogel Family of Trusts in any calendar year exceed the
aggregate cost to the Sponsors of supplying such services in such year. (See
"Administration of the Trusts--Trust Supervision.")
The Trustee will receive, for its ordinary recurring services to the Trusts,
an annual fee in the amount set forth under "Summary of Essential Information"
in Part A. For a discussion of the services performed by the Trustee pursuant
to its obligations under the Trust Agreement, see "Administration of the
Trusts" and "Rights of Unitholders."
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The Trustee's fees applicable to the Trusts are payable as of each Record
Date from the Income Accounts of the Trusts to the extent funds are available
and then from the Principal Accounts. Both the Sponsors' and the Trustee's fees
may be increased without approval of the Unitholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All Services
Less Rent."
The following additional charges are or may be incurred by the Trusts: (i)
all expenses (including counsel fees) of the Trustee incurred and advances made
in connection with its activities under the Trust Agreements, including the
expenses and costs of any action undertaken by the Trustee to protect the
Trusts and the rights and interests of the Unitholders; (ii) fees of the
Trustee for any extraordinary services performed under the Trust Agreements;
indemnification of the Trustee for any loss or liability accruing to it without
gross negligence, bad faith or willful misconduct on its part, arising out of
or in connection with its acceptance or administration of the Trusts; (iii)
indemnification of the Sponsors for any losses, liabilities and expenses
incurred in acting as sponsors of the Trusts without gross negligence, bad
faith or willful misconduct on its part; and (iv) all taxes and other
governmental charges imposed upon the Securities or any part of the Trusts (no
such taxes or charges are being levied, made or, to the knowledge of the
Sponsors, contemplated). The above expenses, including the Trustee's fees, when
paid by or owing to the Trustee are secured by a first lien on the Trusts to
which such expenses are charged. In addition, the Trustee is empowered to sell
the Securities in order to make funds available to pay all expenses.
Unless the Sponsors otherwise direct, the accounts of the Trusts shall be
audited not less than annually by independent public accountants selected by
the Sponsors. The expenses of the audit shall be an expense of the Trusts. So
long as the Sponsors maintain a secondary market, the Sponsors will bear any
audit expense which exceeds $.50 cents per 100 Units. Unitholders covered by
the audit during the year may receive a copy of the audited financial
statements upon request.
REINVESTMENT PLAN
Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trusts) may be
reinvested by participating in the Trusts' Reinvestment Plan. Under the plan,
the Units acquired for participants will be either Units already held in
inventory by the Sponsors or new Units created by the Sponsors' deposit of
Additional Securities as described in "The Trusts--Deposit of Additional
Securities" in this Part B. Units acquired by reinvestment will be subject to a
reduced sales charge of 1.00%. Unitholders who participate in the Reinvestment
Plan will nevertheless be subject to tax on their distributions in the manner
described under "Tax Status." Investors should inform their broker when
purchasing their Units if they wish to participate in the Reinvestment Plan.
Thereafter, Unitholders should contact their broker if they wish to modify or
terminate their election to participate in the Reinvestment Plan. In order to
enable a Unitholder to participate in the Reinvestment Plan, with respect to a
particular distribution on their Units, such notice must be made at least three
business days prior to the Record Date for such distribution. Each subsequent
distribution of income or principal on the participant's Units will be
automatically applied by the Trustee to purchase additional Units of the
Trusts. The Sponsors reserve the right to demand, modify or terminate the
Reinvestment Plan at any time without prior notice. The Reinvestment Plan for
the Trusts may not be available in all states.
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TAX STATUS
This is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code. Unitholders should consult their tax advisers in
determining the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units.
In rendering the opinion set forth below, Battle Fowler LLP has examined the
Agreement, the final form of Prospectus dated the date hereof and the documents
referred to therein, among others, and has relied on the validity of said
documents and the accuracy and completeness of the facts set forth therein. In
the Opinion of Battle Fowler LLP, special counsel for the Sponsors, under
existing law:
1. The Trusts will be classified as grantor trusts for Federal income tax
purposes and not as partnerships or associations taxable as corporations.
Classification of the Trusts as grantor trusts will cause the Trusts not to
be subject to Federal income tax, and will cause the Unitholders of the
Trusts to be treated for Federal income tax purposes as the owners of a pro
rata portion of the assets of the Trusts. All income received by the Trusts
will be treated as income of the Unitholders in the manner set forth below.
2. The Trusts are not subject to the New York Franchise Tax on Business
Corporations or the New York City General Corporation Tax. For a Unitholder
who is a New York resident, however, a pro rata portion of all or part of
the income of the Trusts will be treated as income of the Unitholder under
the income tax laws of the State and City of New York. Similar treatment
may apply in other states.
3. During the 90-day period subsequent to the initial issuance date, the
Sponsors reserve the right to deposit Additional Securities that are
substantially similar to those deposited in initially establishing the
Trusts. This retained right falls within the guidelines promulgated by the
IRS and should not affect the taxable status of the Trusts.
A taxable event will generally occur with respect to each Unitholder when the
Trusts dispose of a Security (whether by sale, exchange or redemption) or upon
the sale, exchange or redemption of Units by the Unitholder. The price a
Unitholder pays for its Units, including sales charges, is allocated among its
pro rata
portion of each Security held by the Trusts (in proportion to the fair market
values thereof on the date the Unitholder purchases its Units) in order to
determine its initial cost for its pro rata portion of each Security held by
the Trusts.
For Federal income tax purposes, a Unitholder's pro rata portion of dividends
paid with respect to a Security held by the Trusts is taxable as ordinary
income to the extent of such corporation's current or accumulated earnings and
profits. A Unitholder's pro rata portion of dividends paid on a Security that
exceed current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in the Security, and to the extent that such dividends
exceed a Unitholder's tax basis in the Security will generally be treated as a
capital gain.
A Unitholder's portion of gain, if any, upon the sale, exchange or redemption
of Units or the disposition of Securities held by the Trusts will generally be
considered a capital gain and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
gains realized by corporations are generally taxed at the same rates applicable
to ordinary income, but non-corporate taxpayers who realize long-term capital
gains may be subject to a reduced tax rate of 20%, rather than the
B-25
<PAGE>
"regular" maximum tax rate of 39.6%. Tax rates may increase prior to the time
when Unitholders may realize gains from the sale, exchange or redemption of the
Units or Securities.
A Unitholder's portion of loss, if any, upon the sale or redemption of Units
or the disposition of Securities held by the Trusts will generally be
considered a capital loss and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
losses are deductible to the extent of capital gains; in addition, up to $3,000
of capital losses ($1,500 for married individuals filing separately) recognized
by non-corporate Unitholders may be deducted against ordinary income.
A Unitholder that itemizes its deductions may also deduct its pro rata share
of the fees and expenses of the Trusts, but only to the extent that such
amounts, together with the Unitholder's other miscellaneous deductions, exceed
2% of its adjusted gross income. The deduction of fees and expenses may also be
limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.
After the end of each calendar year, the Trustee will furnish to each
Unitholder an annual statement containing information relating to the dividends
received by the Trusts on the Securities, the gross proceeds received by the
Trusts from the disposition of any Security, and the fees and expenses paid by
the Trusts. The Trustee will also furnish annual information returns to each
Unitholder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to its pro rata portion of dividends taxable as
ordinary income received by the Trusts from a domestic corporation or from a
qualifying foreign corporation in the same manner as if such corporation
directly owned the Securities paying such dividends. However, a corporation
owning Units should be aware that Sections 246 and 246A of the Code impose
additional limitations on the eligibility of dividends for the 70% dividends
received deduction. These limitations include a requirement that stock (and
therefore Units) must generally be held at least 46 days (as determined under
Section 246(c) of the Code) during the 90-day period beginning on the date that
is 45 days before the date on which the stock becomes ex-dividend. Moreover,
the allowable percentage of the deduction will be reduced if a corporate
Unitholder owns stock (or Units) the financing of which is directly
attributable to indebtedness incurred by such corporation.
As discussed in the section "Administration of the Trusts--Trust
Termination," each Unitholder may have three options in receiving its
termination distributions, namely (i) to receive its pro rata share of the
underlying Securities in kind, (ii) to receive cash upon liquidation of its pro
rata share of the underlying Securities, or (iii) to invest the amount of cash
it will receive upon the liquidation of its pro rata share of the underlying
Securities in units of a future series of the Trusts (if one is offered) at a
reduced sales charge. A Unitholder that chooses option (i) should be treated as
merely exchanging its undivided pro rata ownership of Securities held by the
Trusts for sole ownership of a proportionate share of Securities, and therefore
the transaction should be tax free to the extent the Securities are received.
Alternatively, the transaction may be treated as an exchange that will qualify
for nonrecognition treatment to the extent the Unitholder is exchanging its
undivided interest in all of the Trusts' Securities for its proportionate
number of shares of the underlying Securities. In either instance, the
transaction should result in a non-taxable event for the Unitholder to the
extent Securities are received. However, there is no specific authority
addressing the income tax consequences of an in-kind distribution from a
grantor trust.
Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on unrelated business taxable income. Unrelated business
B-26
<PAGE>
taxable income is income from a trade or business regularly carried on by the
tax-exempt entity that is unrelated to the entity's exempt purpose. Unrelated
business taxable income generally does not include dividend or interest income
or gain from the sale of investment property, unless such income is derived
from property that is debt-financed or is dealer property. A tax-exempt
entity's dividend income from the Trusts and gain from the sale of Units in the
Trusts or the Trusts' sale of Securities is not expected to constitute
unrelated business taxable income to such tax-exempt entity unless the
acquisition of the Unit itself is debt-financed or constitutes dealer property
in the hands of the tax-exempt entity.
Prospective investors are urged to consult their own tax advisers concerning
the Federal, state, local and any other tax consequences of the purchase,
ownership and disposition of Units prior to investing in the Trusts.
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby and certain matters
relating to Federal tax law have been passed upon by Battle Fowler LLP, 75 East
55th Street, New York, New York 10022 as counsel for the Sponsor. Carter,
Ledyard & Milburn, Two Wall Street, New York, New York 10005 have acted as
counsel for the Trustee.
INDEPENDENT AUDITORS. The Statements of Financial Condition, including the
Portfolios, are included herein in reliance upon the report of Ernst & Young
LLP, independent auditors, and upon the authority of said firm as experts in
accounting and auditing.
PERFORMANCE INFORMATION. Total returns, average annualized returns or
cumulative returns for various periods of the strategy, the related index and
the Trusts may be included from time to time in advertisements, sales
literature and reports to current or prospective investors. Total return shows
changes in Unit price during the period plus any dividends and capital gains,
divided by the original public offering price. Average annualized returns show
the average return for stated periods of longer than a year. Sales material may
also include an illustration of the cumulative results of like annual
investments in a strategy during an accumulation period and like annual
withdrawals during a distribution period. Figures for actual portfolios will
reflect all applicable expenses and, unless otherwise stated, the maximum sales
charge. No provision is made for any income taxes payable. Similar figures may
be given for the Trusts applying the investment strategies to other indexes.
Returns may also be shown on a combined basis. Trust performance may be
compared to performance on a total return basis of the NASDAQ, NYSE or similar
exchanges, as well as the DJIA, S&P 500 Index or other similar indices. In
addition, total return comparisons may be made to performance data from Lipper
Analytical Services, Inc., Morningstar Publications, Inc., Standard & Poor's
CompuStat and Center for Research in Security Prices (CRSP) at the University
of Chicago or from publications such as The Wall Street Journal, Money, The New
York Times, U.S. News and World Report, Business Week, Forbes or Fortune. As
with other performance data, performance comparisons should not be considered
representative of the Trusts' relative performance for any future period.
Pending the approval of the National Association of Securities Dealers
Regulation, the Sponsors may also include, in advertisements, sales literature
and reports to current or prospective investors, the performance of
hypothetical portfolios to which the Sponsors have applied the same investment
objectives and selection strategies, as well as back-tested data of the
historical performance of such strategies, as described in "The Trusts--The
Securities" and which the Sponsors intend to apply to the selection of
securities for the Trusts.
B-27
<PAGE>
This performance information is intended to illustrate each of the Trust's
strategies and should not be interpreted as indicative of the future
performance of the Trusts.
SEC WEBSITE. The Securities and Exchange Commission ("SEC") maintains a
website that contains reports, proxy and information statements and other
information regarding the Trusts which is filed electronically with the SEC.
The SEC's Internet address is http:www.sec.gov. Offering materials for the sale
of these Units available through the Internet are not being offered directly or
indirectly to residents of a particular state nor is an offer of these Units
through the Internet specifically directed to any person in a state by, or on
behalf of, the issuer.
B-28
<PAGE>
No person is authorized to give any information or to make any
representations not contained in this Prospectus and you should not rely on any
other information. The Trusts are registered as a unit investment trust under
the Investment Company Act of 1940. Such registration does not imply that the
Trusts or any of its Units have been guaranteed, sponsored, recommended or
approved by the United States or any state or any agency or officer thereof.
----------------
Table of Contents
<TABLE>
<CAPTION>
Title Page
- ----- ----
<S> <C>
PART A
Investment Summary......................................................... A-2
Fee Table.................................................................. A-8
Summary of Essential Information........................................... A-9
Statements of Financial Condition.......................................... A-12
Portfolios................................................................. A-13
Report of Independent Auditors............................................. A-16
PART B
The Trusts................................................................. B-1
Risk Considerations........................................................ B-8
Public Sale of Units....................................................... B-12
Rights of Unitholders...................................................... B-13
Liquidity.................................................................. B-15
Administration of the Trusts............................................... B-18
Trust Expenses and Charges................................................. B-23
Reinvestment Plan.......................................................... B-24
Tax Status................................................................. B-25
Other Matters.............................................................. B-27
</TABLE>
This Prospectus does not contain all of the information set forth in the
registration statement, filed with the SEC, Washington, D.C., under the
Securities Act of 1933 (file no. 333-80211), and the Investment Company Act of
1940 (file no. 811-08945), and to which reference is made. Copies may be
reviewed and obtained from the SEC by:
. calling: 1-800-SEC-0330
. visiting the SEC Internet address: http://www.sec.gov
. writing: Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-6009
[LOGO OF McLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS]
Industrial Trust Series II
Technology Trust Series II
The Pinnacle Trust Large Cap Series III
(A Unit Investment Trust
comprised of three separate portfolios)
PROSPECTUS
DATED: JULY 20, 1999
SPONSORS:
McLAUGHLIN, PIVEN, VOGEL
SECURITIES, INC.
30 Wall Street
New York, New York 10005
212-248-0750
REICH & TANG DISTRIBUTORS, INC.
600 Fifth Avenue
New York, New York 10020
212-830-5400
TRUSTEE:
THE CHASE MANHATTAN BANK
4 New York Plaza
New York, New York 10004
----------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Reich & Tang Distributors, Inc. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.
The employees of McLaughlin, Piven, Vogel Securities, Inc. are covered under
Broker's Blanket Policy, Standard Form 14, in the amount of $1,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheets to the Registration Statements of McLaughlin, Piven,
Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial Trust and
McLaughlin, Piven, Vogel Technology Trust filed on March 5, 1999, and
McLaughlin, Piven, Vogel Family of Trusts, Pinnacle Trust filed on
August 7, 1998.)
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Ernst & Young LLP
The following exhibits:
<TABLE>
<C> <S>
*99.1.1 -- Reference Trust Agreement including certain amendments to the
Trust Indenture and Agreement referred to under Exhibit 99.1.1.1
below.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 1 to Form S-6 Registration Statement No. 333-60915
of McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust
on September 23, 1998 and incorporated herein by reference).
99.1.3.5 -- Certificate of Incorporation of Reich & Tang Distributors, Inc.
(filed as Exhibit 99.1.3.5 to Form S-6 Registration Statement
No. 333-44301 of Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on January 15, 1998
and incorporated herein by reference).
99.1.3.6 -- By-Laws of Reich & Tang Distributors, Inc. (filed as Exhibit
99.1.3.6 to Form S-6 Registration Statement No. 333-44301 of
Equity Securities Trust, Series 16, Signature Series, Zacks All-
Star Analysts Trust III on January 15, 1998 and incorporated
herein by reference).
99.1.3.7 -- Certificate of Incorporation of McLaughlin, Piven, Vogel
Securities, Inc. dated March 8, 1977 and as amended on January
16, 1979, June 8, 1979, August 27, 1979, May 3, 1982, December
20, 1983 and September 25, 1989 (filed as Exhibit 99.1.3.7 to
Form S-6 Registration Statement No. 333-60915 of McLaughlin,
Piven, Vogel Family of Trusts, The Pinnacle Trust on August 7,
1998 and incorporated herein by reference).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
99.1.3.8 -- By-Laws of McLaughlin, Piven, Vogel Securities Inc. (filed as
Exhibit 99.1.3.8 to Form
S-6 Registration Statement No. 333-60915 of McLaughlin, Piven,
Vogel Family of Trusts, The Pinnacle Trust on August 7, 1998
and incorporated herein by reference).
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus, and to the
filing of their opinion regarding tax status of the Trust.
99.6.0 -- Power of Attorney of Reich & Tang Distributors, Inc., the
Depositor, by its officers and a majority of its Directors
(filed as Exhibit 99.6.0 to Form S-6 Registration Statement No.
333-44301 of Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on January 15, 1998
and incorporated herein by reference).
99.6.1 -- Power of Attorney of McLaughlin, Piven, Vogel Securities, Inc.
(filed as Exhibit 99.6.1 to Form S-6 Registration Statement No.
333-60915 of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated herein by
reference).
</TABLE>
- --------
* Filed herewith
II-2
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
The Registrant hereby identifies McLaughlin, Piven, Vogel Family of Trusts,
Industrial Trust Series I, Technology Trust Series I, and Pinnacle Trust Large
Cap Series II for the purposes of the representations required by Rule 487 and
represents the following:
1) That the portfolio securities deposited in the Series as to the
securities of which this registration statement is being filed do not
differ materially in type or quality from those deposited in such
previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information
for, the Series with respect to the securities of which this
registration statement is being filed, this registration statement does
not contain disclosures that differ in any material respect from those
contained in the registration statements for such previous Series as to
which the effective date was determined by the commission or the staff;
and
3) That is has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series II,
Technology Trust Series II, and Pinnacle Trust Large Cap Series III has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, hereunto duly authorized, in the City of New York and State
of New York on the 20th day of July, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES II
TECHNOLOGY TRUST SERIES II
PINNACLE TRUST LARGE CAP SERIES III
(Registrant)
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
(Depositor)
/s/ Allan M. Vogel
By ______________________________________________
Allan M. Vogel
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of
McLaughlin, Piven, Vogel Securities, Inc., the Depositor, in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<C> <S> <C>
JAMES C. MCLAUGHLIN Chairman of the Board, Chief Executive
Officer and Director
ALLAN M. VOGEL President, Secretary, Chief Financial July 20, 1999
Officer and Director
</TABLE>
/s/ Allan M. Vogel
By _______________________
Allan M. Vogel
Attorney-In-Fact*
- --------
* An executed copy of a Power of Attorney was filed as Exhibit 99.6.1 to Form
S-6 Registration Statement No. 333-60915 on August 7, 1998.
II-3
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
The Registrant hereby identifies McLaughlin, Piven, Vogel Family of Trusts,
Industrial Trust Series I, Technology Trust Series I, and Pinnacle Trust Large
Cap Series II for the purposes of the representations required by Rule 487 and
represents the following:
1) That the portfolio securities deposited in the Series as to the
securities of which this registration statement is being filed do not
differ materially in type or quality from those deposited in such
previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information
for, the Series with respect to the securities of which this
registration statement is being filed, this registration statement does
not contain disclosures that differ in any material respect from those
contained in the registration statements for such previous Series as to
which the effective date was determined by the commission or the staff;
and
3) That is has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series II,
Technology Trust Series II, and Pinnacle Trust Large Cap Series III has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, hereunto duly authorized, in the City of New York and State
of New York on the 20th day of July, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES II
TECHNOLOGY TRUST SERIES II
PINNACLE TRUST LARGE CAP SERIES III
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
/s/ Peter J. DeMarco
By ______________________________________________
Peter J. DeMarco
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Reich &
Tang Distributors, Inc., the Depositor, in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
RICHARD E. SMITH III President and Director
PETER S. VOSS Director
G. NEAL RYLAND Director
EDWARD N. WADSWORTH Executive Officer
STEVEN W. DUFF Director July 20, 1999
PETER J. DEMARCO Executive Vice President
RICHARD I. WEINER Vice President
BERNADETTE N. FINN Vice President
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer
</TABLE>
/s/ Peter J. DeMarco
By _______________________
Peter J. DeMarco
as Executive Vice
President and Attorney-
In-Fact*
- --------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to Form S-
6 Registration Statement No. 333-44301 on January 15, 1998.
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference made to our firm under the Caption "Independent
Auditors" in Part B of the Prospectus and to the use of our report dated July
20, 1999, in this Registration Statement (Form S-6 No. 333-80211) of
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series II,
Technology Trust Series II and Pinnacle Trust Large Cap Series III.
Ernst & Young LLP
New York, New York
July 20, 1999
II-5
<PAGE>
EXHIBIT 99.1.1.1
McLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated July 20, 1999
among McLaughlin, Piven, Vogel Securities, Inc., and Reich & Tang Distributors,
Inc., as Depositors and The Chase Manhattan Bank, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust, and Subsequent Series, Trust Indenture and Agreement" dated September 23,
1998 and as amended in part by this Agreement (collectively, such documents
hereinafter called the "Indenture and Agreement"). This Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Section 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositors wish to deposit Securities, and any Additional
Securities as listed on any Addendums hereto, into the Trust and issue Units,
and Additional Units as the case maybe, in respect thereof pursuant to Section
2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositors and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth in full in this
instrument except that the following section of the Indenture hereby are amended
as follows:
(a) Section 1.1 of the Agreement is amended to add the following
definitions:
<PAGE>
"Distribution Agent" shall mean the Distribution Agent appointed in the
Distribution Agency Agreement, or its successor as appointed pursuant to
the Distribution Agency Agreement.
"Distribution Agency Agreement" shall mean the Distribution Agency
Agreement among the Depositors, Trustee and the Distribution Agent dated as
of July 20, 1999.
Definitions following these definitions shall be renumbered.
(b) Section 2.1 of the Agreement is amended by adding the following
paragraph after the second paragraph thereof:
"When and as directed by the Depositors, the Trustee or Distribution
Agent shall accept securities and cash to be deposited in a New Series
in exchange for Units of the New Series from persons other than
Unitholders participating in a rollover option. Notwithstanding the
fact that any Unitholder may acquire Units of the Trust by purchase or
by in-kind contribution, the Depositors will not deposit Securities
received by the Depositors on termination, or through a redemption of
Units, of a series of the Trust to a subsequent series of the Trust."
(c) Section 5.2 of the Agreement is amended by adding the following
prior to the first paragraph thereof:
"In connection with each redemption of Units, the Depositors
shall direct the Trustee to redeem Units in accordance with the
procedures set forth in either (a) or (b) of this Section 5.2. (a)
Trustee."
(d) Section 5.2 of the Agreement is further amended by adding the
following three paragraphs after the ninth paragraph of such Section 5.2.:
"(b) Distribution Agent-On any Business Day on which any Unit or
Units are tendered for redemption (the "Redemption Day") by a
Unitholder or his duly authorized attorney to the Trustee at its unit
investment trust office in the City of New York not later than the
Evaluation Time, such Units shall be redeemed by the Trustee on that
Redemption Day. Units in uncertificated form shall be tendered by
means of an appropriate request for redemption in form approved by the
Trustee. Unitholders must sign exactly as their name appears on the
register with the signature guaranteed by a participant in a signature
guarantee program acceptable to the Trustee, or in such other manner
as may be acceptable to the Trustee. The Trustee may also require
additional documents such as, but not limited to, trust instruments,
certificates of death, appointments as executor or administrator or
certificates of corporate authority. Subject to payment by such
Unitholder of any tax or other governmental charges which may be
imposed thereon, such redemption
-2-
<PAGE>
is to be made by distribution to the Distribution Agent on behalf of
the redeeming Unitholder on the Redemption Day of (i) the Unitholder's
pro rata portion as of the Redemption Day of the Securities in the
Trust as designated by the Depositor and (ii) the Unitholder's pro
rata portion of the cash in the Trust as of the Redemption Day (herein
called the "Redemption Distribution"). The Distribution Agent will
dispose of such assets in accordance with the provisions of the
Distribution Agent Agreement. Fractional interests in shares
distributed to the Distribution Agent, which are not included in the
Redemption Distribution, shall be held in trust by the Distribution
Agent, which is hereby designated a subcustodian of the Trustee with
respect to such fractional interests, and shall be subject to such
disposition as the Depositor shall direct. Units received for
redemption by the Trustee on any date after the Evaluation Time will
be held by the Trustee until the next Business Day on which the New
York Stock Exchange is open for trading and will be deemed to have
been tendered on such day for redemption at the Redemption Price
computed on that day. Units tendered for redemption by the Depositors
on any Business Day shall be deemed to have been tendered before the
Evaluation Time on such Business Day provided that the Depositors
advise the Trustee before the later of the Trustee's close of business
and 5:00 pm New York City time. By such advice, the Depositors will be
deemed to certify that all Units so tendered were either (a) tendered
to the Depositors or to a retail dealer between the Evaluation Time on
the preceding Business Day and the Evaluation Time on such Business
Day or (b) acquired previously by the Depositors but which the
Depositors determined to redeem prior to the Evaluation Time on such
Business Day.
The portion of the Redemption Distribution which represents the
Unitholder's interest in the Income Account shall be withdrawn from
the Income Account to the extent available. The balance paid on any
redemption, including dividends receivable on stocks trading ex
dividend, if any, shall be withdrawn from the Principal Account to the
extent that funds are available for such purpose. If such available
balance shall be insufficient, the Trustee shall advance funds
sufficient to pay such amount to the Unitholder and shall be entitled
to reimbursement of such advance upon the deposit of additional monies
in the Income Account or Principal Account, whichever happens first.
Should any amounts so advanced with respect to declared but unreceived
dividends prove uncollectible because of default in payment of such
dividends, the Trustee shall have the right immediately to liquidate
Securities in amount sufficient to reimburse itself for such advances,
without interest. In the event that funds are withdrawn from the
Principal Account for payment of any portion of the Redemption
Distribution representing dividends receivable on stocks trading ex
dividend, the Principal Account shall be reimbursed when sufficient
funds are next available in the Income Account for such funds so
applied.
-3-
<PAGE>
Unitholders requesting or required to receive a cash distribution
shall receive such distribution in accordance with the applicable
provisions of the Distribution Agency Agreement."
(e) Section 6.2 of the Agreement is amended by adding the following at
the end of the second paragraph thereof:
"The Trustee shall maintain and provide, upon the request of a
Unitholder or the Depositors, the Unitholders or the Unitholder's
designated representative with the cost basis of the Securities
represented by the Unitholder's Units."
(f) Section 9.2 of the Agreement is amended by deleting the fourth
paragraph thereof and by adding the following paragraph in its place:
"In the event that the Trust terminates on the Termination Date,
the Trustee shall, not less than 30 days prior to the Termination
Date, send a written notice to each Unitholder. Such notice shall
allow each Unitholder of record, to elect to redeem his Units at the
net asset value on the Termination Date and to receive, in partial
payment of the Redemption Price per Unit, an in-kind distribution of
such Unitholder's pro rata share of the Securities, to the extent of
whole shares. The Trustee will honor duly executed requests for such
in-kind distribution received by the close of business on the
Termination Date. Redemption of the Units of Unitholders electing
such in-kind distribution shall be made on the third business day
following the Termination Date and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the
Termination Date) to the extent of whole shares and (2) cash equal to
the balance of such Unitholder's Redemption Price. Unitholders who do
not effectively request an in-kind distribution shall receive their
distribution upon termination in cash. The Trustee shall distribute
the Unitholder's Securities to the account of the Unitholder's bank or
broker-dealer at Depositary Trust Company. An in-kind distribution
shall be reduced by customary transfer and registration charges
incurred by the Trustee."
(g) Section 9.2 of the Agreement is further amended by deleting the
last paragraph thereof and by adding the following paragraph in its place:
"Upon the Depositors' request, the Trustee will include in the
written notice to be sent to Unitholders referred to in the fourth
paragraph of this section a form of election whereby Unitholders may
express interest in investing their terminating distribution in units
of another series of the McLaughlin, Piven, Vogel Family of Trusts
(the "New Series"). The Trustee will inform the Depositors of all
Unitholders who, within the time period specified in such notice,
express such interest. The Depositors will provide to such
Unitholders applicable sales material with respect to the New Series
and a form, acceptable to the Trustee, whereby a
-4-
<PAGE>
Unitholder may appoint the Distribution Agent the Unitholder's agent
to apply the Unitholder's distribution for the acquisition of a unit
or units of the New Series (a "Rollover"). Such form will specify,
among other things, the time by which it must be returned to the
Trustee in order to be effective and the manner in which such purchase
shall be made. Redemption of the Units of the Unitholders electing
such Rollover shall be made by distribution to the Distribution Agent
on behalf of redeeming Unitholder on a date on or prior to the
Termination Date selected by the Depositors and specified in the
notice (the "Rollover Date") and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the Rollover
Date) and (2) cash equal to the balance of the Unitholder's Redemption
Price. The Distribution Agent will dispose of such assets in
accordance with the provisions of the Distribution Agency Agreement.
In the event that the Depositors determine that an in-kind deposit
into the New Series pursuant to Section 1.02 of the Distribution
Agency Agreement will not be permitted, the Units owned by the
Unitholders electing investment in a New Series will be redeemed
pursuant to Section 5.2(a) and the above-described notice will include
a form, acceptable to the Trustee, whereby a Unitholder may appoint
the Trustee the Unitholder's agent to apply the Unitholder's cash
distribution for the purchase of a unit or units of the New Series.
This paragraph shall not obligate the Depositors to create any New
Series or to provide any such investment election."
Section 2. This Reference Trust Agreement may be amended and modified
by Addendums, attached hereto, evidencing the purchase of Additional Securities
which have been deposited to effect an increase over the number of Units
initially specified in Part II of this Reference Trust Agreement ("Additional
Closings"). The Depositors and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated July 20, 1999, relating to the initial deposit of Securities
continue as if such representations, agreements and certifications were made on
the date of such Additional Closings and with respect to the deposits made
therewith, except as such representations, agreements and certifications relate
to their respective By-Laws and as to which they each represent that their has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of McLaughlin, Piven, Vogel Family of Trusts
(the "Prospectus") have been
-5-
<PAGE>
deposited in the Trust under this Agreement (see "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture and Agreement is the Schedule of
Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,749.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,749 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on December 15, 1999.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on December 31, 1999.
(f) The First Settlement Date shall mean July 23, 1999.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.86 per 100 Units:
rate per 100 units number of Units outstanding
$0.86 5,000,000 or less
$0.80 5,000,001 - 10,000,000
$0.74 10,000,001 - 20,000,000
$0.62 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be October 18, 2000 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30 of each year.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
-6-
<PAGE>
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
Depositor
By: /s/ Allan M. Vogel
-------------------------------
President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 15th day of July, 1999, before me personally appeared Allan M.
Vogel, to me known, who being by me duly sworn, said that he is the President of
McLaughlin, Piven, Vogel Securities, Inc., the Depositor, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.
/s/ Carla Vogel
----------------------------------
Notary Public
CARLA VOGEL
Notary Public, State of New York
No. 02V05019906
Qualified in Bronx County
Commission Expires November 1, 1999
<PAGE>
REICH & TANG DISTRIBUTORS, INC.
Depositor
By: /s/ Peter J. Demarco
------------------------------------
Executive Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 20th day of July, 1999, before me personally appeared Peter J.
DeMarco, to me known, who being by me duly sworn, said that he is Executive Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
/s/ Teresa Scarfone
----------------------------------
Notary Public
TERESA SCARFONE
NOTARY PUBLIC, State of New York
No. 31-4752576
Qualified in New York County
Term Expires 8/31/2000
<PAGE>
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Rosalia A. Raviele
--------------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of July, 1999, before me personally appeared Rosalia
A. Raviele, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that (s)he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation and that he/she signed his/her name thereto by like authority.
/s/ Ada Iris Vega
------------------------------
Notary Public
ADA IRIS VEGA
NOTARY PUBLIC, State of New York
No. 4864106
Qualified in New York County
Commission Expires 6-30-2000
<PAGE>
McLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS,
TECHNOLOGY TRUST SERIES II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated July 20, 1999
among McLaughlin, Piven, Vogel Securities, Inc., and Reich & Tang Distributors,
Inc., as Depositors and The Chase Manhattan Bank, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust, and Subsequent Series, Trust Indenture and Agreement" dated September 23,
1998 and as amended in part by this Agreement (collectively, such documents
hereinafter called the "Indenture and Agreement"). This Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Section 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositors wish to deposit Securities, and any Additional
Securities as listed on any Addendums hereto, into the Trust and issue Units,
and Additional Units as the case maybe, in respect thereof pursuant to Section
2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositors and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth in full in this
instrument except that the following sections of the Indenture hereby are
amended as follows:
(a) Section 1.1 of the Agreement is amended to add the following
definitions:
<PAGE>
"Distribution Agent" shall mean the Distribution Agent appointed in the
Distribution Agency Agreement, or its successor as appointed pursuant to
the Distribution Agency Agreement.
"Distribution Agency Agreement" shall mean the Distribution Agency
Agreement among the Depositors, Trustee and the Distribution Agent dated as
of July 20, 1999.
Definitions following these definitions shall be renumbered.
(b) Section 2.1 of the Agreement is amended by adding the following
paragraph after the second paragraph thereof:
"When and as directed by the Depositors, the Trustee or Distribution
Agent shall accept securities and cash to be deposited in a New Series
in exchange for Units of the New Series from persons other than
Unitholders participating in a rollover option. Notwithstanding the
fact that any Unitholder may acquire Units of the Trust by purchase or
by in-kind contribution, the Depositors will not deposit Securities
received by the Depositors on termination, or through a redemption of
Units, of a series of the Trust to a subsequent series of the Trust."
(c) Section 5.2 of the Agreement is amended by adding the following
prior to the first paragraph thereof:
"In connection with each redemption of Units, the Depositors
shall direct the Trustee to redeem Units in accordance with the
procedures set forth in either (a) or (b) of this Section 5.2. (a)
Trustee."
(d) Section 5.2 of the Agreement is further amended by adding the
following three paragraphs after the ninth paragraph of such Section 5.2.:
"(b) Distribution Agent-On any Business Day on which any Unit or
Units are tendered for redemption (the "Redemption Day") by a
Unitholder or his duly authorized attorney to the Trustee at its unit
investment trust office in the City of New York not later than the
Evaluation Time, such Units shall be redeemed by the Trustee on that
Redemption Day. Units in uncertificated form shall be tendered by
means of an appropriate request for redemption in form approved by the
Trustee. Unitholders must sign exactly as their name appears on the
register with the signature guaranteed by a participant in a signature
guarantee program acceptable to the Trustee, or in such other manner
as may be acceptable to the Trustee. The Trustee may also require
additional documents such as, but not limited to, trust instruments,
certificates of death, appointments as executor or administrator or
certificates of corporate authority. Subject to payment by such
Unitholder of any tax or other governmental charges which may be
imposed thereon, such redemption
-2-
<PAGE>
is to be made by distribution to the Distribution Agent on behalf of
the redeeming Unitholder on the Redemption Day of (i) the Unitholder's
pro rata portion as of the Redemption Day of the Securities in the
Trust as designated by the Depositor and (ii) the Unitholder's pro
rata portion of the cash in the Trust as of the Redemption Day (herein
called the "Redemption Distribution"). The Distribution Agent will
dispose of such assets in accordance with the provisions of the
Distribution Agent Agreement. Fractional interests in shares
distributed to the Distribution Agent, which are not included in the
Redemption Distribution, shall be held in trust by the Distribution
Agent, which is hereby designated a subcustodian of the Trustee with
respect to such fractional interests, and shall be subject to such
disposition as the Depositor shall direct. Units received for
redemption by the Trustee on any date after the Evaluation Time will
be held by the Trustee until the next Business Day on which the New
York Stock Exchange is open for trading and will be deemed to have
been tendered on such day for redemption at the Redemption Price
computed on that day. Units tendered for redemption by the Depositors
on any Business Day shall be deemed to have been tendered before the
Evaluation Time on such Business Day provided that the Depositors
advise the Trustee before the later of the Trustee's close of business
and 5:00 pm New York City time. By such advice, the Depositors will be
deemed to certify that all Units so tendered were either (a) tendered
to the Depositors or to a retail dealer between the Evaluation Time on
the preceding Business Day and the Evaluation Time on such Business
Day or (b) acquired previously by the Depositors but which the
Depositors determined to redeem prior to the Evaluation Time on such
Business Day.
The portion of the Redemption Distribution which represents the
Unitholder's interest in the Income Account shall be withdrawn from
the Income Account to the extent available. The balance paid on any
redemption, including dividends receivable on stocks trading ex
dividend, if any, shall be withdrawn from the Principal Account to the
extent that funds are available for such purpose. If such available
balance shall be insufficient, the Trustee shall advance funds
sufficient to pay such amount to the Unitholder and shall be entitled
to reimbursement of such advance upon the deposit of additional monies
in the Income Account or Principal Account, whichever happens first.
Should any amounts so advanced with respect to declared but unreceived
dividends prove uncollectible because of default in payment of such
dividends, the Trustee shall have the right immediately to liquidate
Securities in amount sufficient to reimburse itself for such advances,
without interest. In the event that funds are withdrawn from the
Principal Account for payment of any portion of the Redemption
Distribution representing dividends receivable on stocks trading ex
dividend, the Principal Account shall be reimbursed when sufficient
funds are next available in the Income Account for such funds so
applied.
-3-
<PAGE>
Unitholders requesting or required to receive a cash distribution
shall receive such distribution in accordance with the applicable
provisions of the Distribution Agency Agreement."
(e) Section 6.2 of the Agreement is amended by adding the following at
the end of the second paragraph thereof:
"The Trustee shall maintain and provide, upon the request of a
Unitholder or the Depositors, the Unitholders or the Unitholder's
designated representative with the cost basis of the Securities
represented by the Unitholder's Units."
(f) Section 9.2 of the Agreement is amended by deleting the fourth
paragraph thereof and by adding the following paragraph in its place:
"In the event that the Trust terminates on the Termination Date,
the Trustee shall, not less than 30 days prior to the Termination
Date, send a written notice to each Unitholder. Such notice shall
allow each Unitholder of record, to elect to redeem his Units at the
net asset value on the Termination Date and to receive, in partial
payment of the Redemption Price per Unit, an in-kind distribution of
such Unitholder's pro rata share of the Securities, to the extent of
whole shares. The Trustee will honor duly executed requests for such
in-kind distribution received by the close of business on the
Termination Date. Redemption of the Units of Unitholders electing
such in-kind distribution shall be made on the third business day
following the Termination Date and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the
Termination Date) to the extent of whole shares and (2) cash equal to
the balance of such Unitholder's Redemption Price. Unitholders who do
not effectively request an in-kind distribution shall receive their
distribution upon termination in cash. The Trustee shall distribute
the Unitholder's Securities to the account of the Unitholder's bank or
broker-dealer at Depositary Trust Company. An in-kind distribution
shall be reduced by customary transfer and registration charges
incurred by the Trustee."
(g) Section 9.2 of the Agreement is further amended by deleting the
last paragraph thereof and by adding the following paragraph in its place:
"Upon the Depositors' request, the Trustee will include in the
written notice to be sent to Unitholders referred to in the fourth
paragraph of this section a form of election whereby Unitholders may
express interest in investing their terminating distribution in units
of another series of the McLaughlin, Piven, Vogel Family of Trusts
(the "New Series"). The Trustee will inform the Depositors of all
Unitholders who, within the time period specified in such notice,
express such interest. The Depositors will provide to such
Unitholders applicable sales material with respect to the New Series
and a form, acceptable to the Trustee, whereby a
-4-
<PAGE>
Unitholder may appoint the Distribution Agent the Unitholder's agent
to apply the Unitholder's distribution for the acquisition of a unit
or units of the New Series (a "Rollover"). Such form will specify,
among other things, the time by which it must be returned to the
Trustee in order to be effective and the manner in which such purchase
shall be made. Redemption of the Units of the Unitholders electing
such Rollover shall be made by distribution to the Distribution Agent
on behalf of redeeming Unitholder on a date on or prior to the
Termination Date selected by the Depositors and specified in the
notice (the "Rollover Date") and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the Rollover
Date) and (2) cash equal to the balance of the Unitholder's Redemption
Price. The Distribution Agent will dispose of such assets in
accordance with the provisions of the Distribution Agency Agreement.
In the event that the Depositors determine that an in-kind deposit
into the New Series pursuant to Section 1.02 of the Distribution
Agency Agreement will not be permitted, the Units owned by the
Unitholders electing investment in a New Series will be redeemed
pursuant to Section 5.2(a) and the above-described notice will include
a form, acceptable to the Trustee, whereby a Unitholder may appoint
the Trustee the Unitholder's agent to apply the Unitholder's cash
distribution for the purchase of a unit or units of the New Series.
This paragraph shall not obligate the Depositors to create any New
Series or to provide any such investment election."
Section 2. This Reference Trust Agreement may be amended and modified
by Addendums, attached hereto, evidencing the purchase of Additional Securities
which have been deposited to effect an increase over the number of Units
initially specified in Part II of this Reference Trust Agreement ("Additional
Closings"). The Depositors and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated July 20, 1999, relating to the initial deposit of Securities
continue as if such representations, agreements and certifications were made on
the date of such Additional Closings and with respect to the deposits made
therewith, except as such representations, agreements and certifications relate
to their respective By-Laws and as to which they each represent that their has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of McLaughlin, Piven, Vogel Family of Trusts
(the "Prospectus") have been
-5-
<PAGE>
deposited in the Trust under this Agreement (see "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture and Agreement is the Schedule of
Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,715.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,715 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on December 15, 1999.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on December 31, 1999.
(f) The First Settlement Date shall mean July 23, 1999.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.86 per 100 Units:
rate per 100 units number of Units outstanding
$0.86 5,000,000 or less
$0.80 5,000,001 - 10,000,000
$0.74 10,000,001 - 20,000,000
$0.62 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be October 18, 2000 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30 of each year.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
-6-
<PAGE>
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
Depositor
By: /s/ Allan M. Vogel
------------------------------------
President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 15th day of July, 1999, before me personally appeared Allan M.
Vogel, to me known, who being by me duly sworn, said that he is the President of
McLaughlin, Piven, Vogel Securities, Inc., the Depositor, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.
/s/ Carla Vogel
----------------------------------
Notary Public
CARLA VOGEL
Notary Public, State of New York
No. 02V05019906
Qualified in Bronx County
Commission Expires November 1, 1999
<PAGE>
REICH & TANG DISTRIBUTORS, INC.
Depositor
By: /s/ Peter J. Demarco
------------------------------------
Executive Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 20th day of July, 1999, before me personally appeared Peter J.
DeMarco, to me known, who being by me duly sworn, said that he is Executive Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
/s/ Teresa Scarfone
----------------------------------
Notary Public
TERESA SCARFONE
NOTARY PUBLIC, State of New York
No. 31-4752576
Qualified in New York County
Term Expires 8/31/2000
<PAGE>
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Rosalia A. Raviele
---------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of July, 1999, before me personally appeared Rosalia
A. Raviele, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that (s)he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation and that he/she signed his/her name thereto by like authority.
/s/ Ada Iris Vega
------------------------------
Notary Public
ADA IRIS VEGA
NOTARY PUBLIC, State of New York
No. 4864106
Qualified in New York County
Commission Expires 6-30-2000
<PAGE>
McLAUGHLIN, PIVEN,VOGEL
FAMILY OF TRUSTS,
PINNACLE TRUST LARGE CAP SERIES III
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated July 20, 1999
among McLaughlin, Piven, Vogel Securities, Inc., and Reich & Tang Distributors,
Inc., as Depositors and The Chase Manhattan Bank, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust, and Subsequent Series, Trust Indenture and Agreement" dated September 23,
1998 and as amended in part by this Agreement (collectively, such documents
hereinafter called the "Indenture and Agreement"). This Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Section 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositors wish to deposit Securities, and any Additional
Securities as listed on any Addendums hereto, into the Trust and issue Units,
and Additional Units as the case maybe, in respect thereof pursuant to Section
2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositors and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth in full in this
instrument except that the following section of the Indenture hereby are amended
as follows:
(a) Section 1.1 of the Agreement is amended to add the following
definitions:
<PAGE>
"Distribution Agent" shall mean the Distribution Agent appointed in the
Distribution Agency Agreement, or its successor as appointed pursuant to
the Distribution Agency Agreement.
"Distribution Agency Agreement" shall mean the Distribution Agency
Agreement among the Depositors, Trustee and the Distribution Agent dated as
of July 20, 1999.
Definitions following these definitions shall be renumbered.
(b) Section 2.1 of the Agreement is amended by adding the following
paragraph after the second paragraph thereof:
"When and as directed by the Depositors, the Trustee or Distribution
Agent shall accept securities and cash to be deposited in a New Series
in exchange for Units of the New Series from persons other than
Unitholders participating in a rollover option. Notwithstanding the
fact that any Unitholder may acquire Units of the Trust by purchase or
by in-kind contribution, the Depositors will not deposit Securities
received by the Depositors on termination, or through a redemption of
Units, of a series of the Trust to a subsequent series of the Trust."
(c) Section 5.2 of the Agreement is amended by adding the following
prior to the first paragraph thereof:
"In connection with each redemption of Units, the Depositors
shall direct the Trustee to redeem Units in accordance with the
procedures set forth in either (a) or (b) of this Section 5.2. (a)
Trustee."
(d) Section 5.2 of the Agreement is further amended by adding the
following three paragraphs after the ninth paragraph of such Section 5.2.:
"(b) Distribution Agent-On any Business Day on which any Unit or
Units are tendered for redemption (the "Redemption Day") by a
Unitholder or his duly authorized attorney to the Trustee at its unit
investment trust office in the City of New York not later than the
Evaluation Time, such Units shall be redeemed by the Trustee on that
Redemption Day. Units in uncertificated form shall be tendered by
means of an appropriate request for redemption in form approved by the
Trustee. Unitholders must sign exactly as their name appears on the
register with the signature guaranteed by a participant in a signature
guarantee program acceptable to the Trustee, or in such other manner
as may be acceptable to the Trustee. The Trustee may also require
additional documents such as, but not limited to, trust instruments,
certificates of death, appointments as executor or administrator or
certificates of corporate authority. Subject to payment by such
Unitholder of any tax or other governmental charges which may be
imposed thereon, such redemption
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<PAGE>
is to be made by distribution to the Distribution Agent on behalf of
the redeeming Unitholder on the Redemption Day of (i) the Unitholder's
pro rata portion as of the Redemption Day of the Securities in the
Trust as designated by the Depositor and (ii) the Unitholder's pro
rata portion of the cash in the Trust as of the Redemption Day (herein
called the "Redemption Distribution"). The Distribution Agent will
dispose of such assets in accordance with the provisions of the
Distribution Agent Agreement. Fractional interests in shares
distributed to the Distribution Agent, which are not included in the
Redemption Distribution, shall be held in trust by the Distribution
Agent, which is hereby designated a subcustodian of the Trustee with
respect to such fractional interests, and shall be subject to such
disposition as the Depositor shall direct. Units received for
redemption by the Trustee on any date after the Evaluation Time will
be held by the Trustee until the next Business Day on which the New
York Stock Exchange is open for trading and will be deemed to have
been tendered on such day for redemption at the Redemption Price
computed on that day. Units tendered for redemption by the Depositors
on any Business Day shall be deemed to have been tendered before the
Evaluation Time on such Business Day provided that the Depositors
advise the Trustee before the later of the Trustee's close of business
and 5:00 pm New York City time. By such advice, the Depositors will be
deemed to certify that all Units so tendered were either (a) tendered
to the Depositors or to a retail dealer between the Evaluation Time on
the preceding Business Day and the Evaluation Time on such Business
Day or (b) acquired previously by the Depositors but which the
Depositors determined to redeem prior to the Evaluation Time on such
Business Day.
The portion of the Redemption Distribution which represents the
Unitholder's interest in the Income Account shall be withdrawn from
the Income Account to the extent available. The balance paid on any
redemption, including dividends receivable on stocks trading ex
dividend, if any, shall be withdrawn from the Principal Account to the
extent that funds are available for such purpose. If such available
balance shall be insufficient, the Trustee shall advance funds
sufficient to pay such amount to the Unitholder and shall be entitled
to reimbursement of such advance upon the deposit of additional monies
in the Income Account or Principal Account, whichever happens first.
Should any amounts so advanced with respect to declared but unreceived
dividends prove uncollectible because of default in payment of such
dividends, the Trustee shall have the right immediately to liquidate
Securities in amount sufficient to reimburse itself for such advances,
without interest. In the event that funds are withdrawn from the
Principal Account for payment of any portion of the Redemption
Distribution representing dividends receivable on stocks trading ex
dividend, the Principal Account shall be reimbursed when sufficient
funds are next available in the Income Account for such funds so
applied.
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<PAGE>
Unitholders requesting or required to receive a cash distribution
shall receive such distribution in accordance with the applicable
provisions of the Distribution Agency Agreement."
(e) Section 6.2 of the Agreement is amended by adding the following at
the end of the second paragraph thereof:
"The Trustee shall maintain and provide, upon the request of a
Unitholder or the Depositors, the Unitholders or the Unitholder's
designated representative with the cost basis of the Securities
represented by the Unitholder's Units."
(f) Section 9.2 of the Agreement is amended by deleting the fourth
paragraph thereof and by adding the following paragraph in its place:
"In the event that the Trust terminates on the Termination Date,
the Trustee shall, not less than 30 days prior to the Termination
Date, send a written notice to each Unitholder. Such notice shall
allow each Unitholder of record, to elect to redeem his Units at the
net asset value on the Termination Date and to receive, in partial
payment of the Redemption Price per Unit, an in-kind distribution of
such Unitholder's pro rata share of the Securities, to the extent of
whole shares. The Trustee will honor duly executed requests for such
in-kind distribution received by the close of business on the
Termination Date. Redemption of the Units of Unitholders electing
such in-kind distribution shall be made on the third business day
following the Termination Date and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the
Termination Date) to the extent of whole shares and (2) cash equal to
the balance of such Unitholder's Redemption Price. Unitholders who do
not effectively request an in-kind distribution shall receive their
distribution upon termination in cash. The Trustee shall distribute
the Unitholder's Securities to the account of the Unitholder's bank or
broker-dealer at Depositary Trust Company. An in-kind distribution
shall be reduced by customary transfer and registration charges
incurred by the Trustee."
(g) Section 9.2 of the Agreement is further amended by deleting the
last paragraph thereof and by adding the following paragraph in its place:
"Upon the Depositors' request, the Trustee will include in the
written notice to be sent to Unitholders referred to in the fourth
paragraph of this section a form of election whereby Unitholders may
express interest in investing their terminating distribution in units
of another series of the McLaughlin, Piven, Vogel Family of Trusts
(the "New Series"). The Trustee will inform the Depositors of all
Unitholders who, within the time period specified in such notice,
express such interest. The Depositors will provide to such
Unitholders applicable sales material with respect to the New Series
and a form, acceptable to the Trustee, whereby a
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<PAGE>
Unitholder may appoint the Distribution Agent the Unitholder's agent
to apply the Unitholder's distribution for the acquisition of a unit
or units of the New Series (a "Rollover"). Such form will specify,
among other things, the time by which it must be returned to the
Trustee in order to be effective and the manner in which such purchase
shall be made. Redemption of the Units of the Unitholders electing
such Rollover shall be made by distribution to the Distribution Agent
on behalf of redeeming Unitholder on a date on or prior to the
Termination Date selected by the Depositors and specified in the
notice (the "Rollover Date") and shall consist of (1) such
Unitholder's pro rata share of Securities (valued as of the Rollover
Date) and (2) cash equal to the balance of the Unitholder's Redemption
Price. The Distribution Agent will dispose of such assets in
accordance with the provisions of the Distribution Agency Agreement.
In the event that the Depositors determine that an in-kind deposit
into the New Series pursuant to Section 1.02 of the Distribution
Agency Agreement will not be permitted, the Units owned by the
Unitholders electing investment in a New Series will be redeemed
pursuant to Section 5.2(a) and the above-described notice will include
a form, acceptable to the Trustee, whereby a Unitholder may appoint
the Trustee the Unitholder's agent to apply the Unitholder's cash
distribution for the purchase of a unit or units of the New Series.
This paragraph shall not obligate the Depositors to create any New
Series or to provide any such investment election."
Section 2. This Reference Trust Agreement may be amended and modified
by Addendums, attached hereto, evidencing the purchase of Additional Securities
which have been deposited to effect an increase over the number of Units
initially specified in Part II of this Reference Trust Agreement ("Additional
Closings"). The Depositors and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated July 20, 1999, relating to the initial deposit of Securities
continue as if such representations, agreements and certifications were made on
the date of such Additional Closings and with respect to the deposits made
therewith, except as such representations, agreements and certifications relate
to their respective By-Laws and as to which they each represent that their has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of McLaughlin, Piven, Vogel Family of Trusts
(the "Prospectus") have been
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<PAGE>
deposited in the Trust under this Agreement (see "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture and Agreement is the Schedule of
Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,598.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,598 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on December 15, 1999.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on December 31, 1999.
(f) The First Settlement Date shall mean July 23, 1999.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.86 per 100 Units:
rate per 100 units number of Units outstanding
$0.86 5,000,000 or less
$0.80 5,000,001 - 10,000,000
$0.74 10,000,001 - 20,000,000
$0.62 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be October 18, 2000 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30 of each year.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
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<PAGE>
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
Depositor
By: /s/ Allan M. Vogel
------------------------------------
President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 15th day of July, 1999, before me personally appeared Allan M.
Vogel, to me known, who being by me duly sworn, said that he is the President of
McLaughlin, Piven, Vogel Securities, Inc., the Depositor, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.
/s/ Carla Vogel
----------------------------------
Notary Public
CARLA VOGEL
Notary Public, State of New York
No. 02V05019906
Qualified in Bronx County
Commission Expires November 1, 1999
<PAGE>
REICH & TANG DISTRIBUTORS, INC.
Depositor
By: /s/ Peter J. Demarco
---------------------------------
Executive Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 20th day of July, 1999, before me personally appeared Peter J.
DeMarco, to me known, who being by me duly sworn, said that he is Executive Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
/s/ Teresa Scarfone
----------------------------------
Notary Public
TERESA SCARFONE
NOTARY PUBLIC, State of New York
No. 31-4752576
Qualified in New York County
Term Expires 8/31/2000
<PAGE>
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Rosalia A. Raviele
-------------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of July, 1999, before me personally appeared Rosalia
A. Raviele, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that (s)he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation and that he/she signed his/her name thereto by like authority.
/s/ Ada Iris Vega
------------------------------
Notary Public
ADA IRIS VEGA
NOTARY PUBLIC, State of New York
No. 4864106
Qualified in New York County
Commission Expires 6-30-2000
<PAGE>
EXHIBIT 99.3.1
[LETTERHEAD OF BATTLE FOWLER LLP]
July 20, 1999
McLaughlin, Piven, Vogel Securities, Inc.
30 Wall Street
New York, New York 10005
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
Re: McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series
II, Technology Trust Series II and Pinnacle Trust Large Cap Series
------------------------------------------------------------------
III
---
Dear Sirs:
We have acted as special counsel for McLaughlin, Piven, Vogel Securities,
Inc. and Reich & Tang Distributors, Inc., as Depositors, Sponsors and Principal
Underwriters (collectively, the "Depositors") of McLaughlin, Piven, Vogel Family
of Trusts, Industrial Trust Series II, Technology Trust Series II and Pinnacle
Trust Large Cap Series III (collectively referred to as the "Trust") in
connection with the issuance by the Trust of units of fractional undivided
interest (the "Units") in the Trust. Pursuant to the Trust Agreements referred
to below, the Depositors have transferred to the Trust certain securities and
contracts to purchase certain securities together with an irrevocable letter of
credit to be held by the Trustee (as defined below) upon the terms and
conditions set forth in the Trust Agreements. (All securities to be acquired by
the Trust are collectively referred to as the "Securities.")
<PAGE>
BATTLE FOWLER LLP PAGE 2
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
July 20, 1999
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreements, each of even date herewith, relating to the Trust
(collectively, the "Trust Agreements") among the Depositors and The Chase
Manhattan Bank, as Trustee (the "Trustee"); (b) the Notification of Registration
on Form N-8A and the Registration Statement on Form N-8B-2, as amended, relating
to the Trust, as filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "1940 Act");
(c) the Registration Statement on Form S-6 (Registration No. 333-80211) filed
with the Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and
all Amendments thereto (said Registration Statement, as amended by said
Amendment(s) being herein called the "Registration Statement"); (d) the proposed
form of final Prospectus (the "Prospectus") relating to the Units, which is
expected to be filed with the Commission this day; (e) certified resolutions of
the Board of Directors of Reich & Tang Distributors, Inc. and of the Board of
Directors of McLaughlin, Piven, Vogel Securities, Inc. authorizing the execution
and delivery by the Depositors of the Trust Agreements and the consummation of
the transactions contemplated thereby; (f) the Certificate of Incorporation of
Reich & Tang Distributors, Inc.; (g) the Certificate of Incorporation, the
Certificates of Amendment of the Certificate of Incorporation and the Bylaws of
McLaughlin, Piven, Vogel Securities, Inc.; and (h) a certificate of an
authorized officer of Reich & Tang Distributors, Inc. with respect to certain
factual matters contained therein.
We have examined the Order of Exemption from certain provisions of
Sections 11(a) and 11(c) of the 1940 Act, filed on behalf of Reich & Tang
Distributors L.P.(the predecessor to Reich & Tang Distributors, Inc.); Equity
Securities Trust (Series 1, Signature Series and Subsequent Series), Mortgage
Securities Trust (CMO Series 1 and Subsequent Series), Municipal Securities
Trust, Series 1 (and Subsequent Series) (including Insured Municipal Securities
Trust, Series 1 (and Subsequent Series and 5th Discount Series and Subsequent
Series)); New York Municipal Trust (Series 1 and Subsequent Series); and A
Corporate Trust (Series 1 and Subsequent Series) granted on October 9, 1996. In
addition, we have examined the Order of Exemption from certain provisions of
Sections 2(a)(32), 2(a)(35), 22(d) and 26(a)(2) of the 1940 Act and Rule 22C-1
thereunder, filed on behalf of Reich & Tang Distributors L.P.; Equity Securities
Trust; Mortgage Securities Trust; Municipal Securities Trust (including Insured
Municipal Securities Trust); New York Municipal Trust; A Corporate Trust; Schwab
Trusts; and all presently outstanding and subsequently issued series of these
trusts and all subsequently issued series of unit investment trusts sponsored by
Reich & Tang Distributors L.P. granted on October 29, 1997.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement and the
<PAGE>
BATTLE FOWLER LLP PAGE 3
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
July 20, 1999
Prospectus, as to which you have been furnished with the reports of the
accountants appearing in the Registration Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject to: (i)
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreements have been duly authorized and entered into by an
authorized officer of each of the Depositors and are a valid and binding
obligation of the Depositors in accordance with their respective terms.
(2) The registration of the Units on the registration books of the Trust
by the Trustee has been duly authorized by the Depositors in accordance with the
provisions of the Trust Agreements and issued for the consideration contemplated
therein, will constitute fractional undivided interests in the Trust, will be
entitled to the benefits of the Trust Agreements, and will conform in all
material respects to the description thereof contained in the Prospectus. Upon
payment of the consideration for the Units as provided in the Trust Agreements
and the Registration Statement, the Units will be fully paid and non-assessable
by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions." We
authorize you to deliver copies of this opinion to the Trustee and the Trustee
may rely on this opinion as fully and to the same extent as if it had been
addressed to it.
<PAGE>
BATTLE FOWLER LLP PAGE 4
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
July 20, 1999
This opinion is intended solely for the benefit of the addressees and the
Trustee in connection with the issuance of the Units of the Trust and may not be
relied upon in any other manner or by any other person without our express
written consent.
Very truly yours,
/s/ Battle Fowler LLP
Battle Fowler LLP
