Registration No. 333-91667
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
FT 392
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on December 9, 1999 at 2:00 p.m. pursuant to Rule 487.
________________________________
E-INFRASTRUCTURE SELECT PORTFOLIO SERIES
WORLD WIDE WIRELESS SELECT PORTFOLIO SERIES
E-INFRASTRUCTURE PORTFOLIO SERIES
REIT GROWTH & INCOME PORTFOLIO, SERIES 3
WORLD WIDE WIRELESS PORTFOLIO SERIES
FT 392
FT 392 is a series of a unit investment trust, the FT Series. Each of
the five portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 392 consisting of a
diversified portfolio of common stocks ("Securities") issued by
companies in the industry sector or investment focus for which each
Trust is named. The objective of each Trust is to provide above-average
capital appreciation. The e-Infrastructure Select Portfolio Series and
World Wide Wireless Select Portfolio Series (the "Select Portfolio
Series") each has an expected maturity of 18 months. The e-
Infrastructure Portfolio Series, the REIT Growth & Income Portfolio,
Series 3 and the World Wide Wireless Portfolio Series (the "Portfolio
Series") each has an expected maturity of five years.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
1-800-621-9533
The date of this prospectus is December 9, 1999
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 16
Portfolios 17
Risk Factors 19
Portfolio Securities Descriptions 20
Public Offering 25
Distribution of Units 28
The Sponsor's Profits 29
The Secondary Market 29
How We Purchase Units 29
Expenses and Charges 29
Tax Status 30
Retirement Plans 33
Rights of Unit Holders 33
Income and Capital Distributions 34
Redeeming Your Units 34
Removing Securities from a Trust 35
Amending or Terminating the Indenture 36
Information on the Sponsor, Trustee and Evaluator 37
Other Information 38
Page 2
Summary of Essential Information
FT 392
At the Opening of Business on the
Initial Date of Deposit-December 9, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
e-Infrastructure World Wide
Select Portfolio Wireless Select
Series Portfolio Series
____________ ________________
<S> <C> <C>
Initial Number of Units (1) 14,940 15,022
Fractional Undivided Interest in the Trust per Unit (1) 1/14,940 1/15,022
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900 $ 9.900
Maximum Sales Charge of 3.25% of the Public Offering Price per Unit
(3.283% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .325 $ .325
Less Deferred Sales Charge per Unit $ (.225) $ (.225)
Public Offering Price per Unit (4) $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.675 $ 9.675
Redemption Price per Unit
(based on aggregate underlying value of Securities
less deferred sales charge) (5) $ 9.675 $ 9.675
Cash CUSIP Number 30265H 109 30265H 141
Reinvestment CUSIP Number 30265H 117 30265H 158
Security Code 57753 57751
Mandatory Termination Date (6) June 8, 2001 June 8, 2001
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date December 14, 1999
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
</TABLE>
Page 3
Summary of Essential Information
FT 392
At the Opening of Business on the Initial Date of Deposit-December 9, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
REIT Growth &
e-Infrastructure Income Portfolio World Wide Wireless
Portfolio Series Series 3 Portfolio Series
________________ ________________ ___________________
<S> <C> <C> <C>
Initial Number of Units (1) 14,940 14,962 15,022
Fractional Undivided Interest in the Trust per Unit (1) 1/14,940 1/14,962 1/15,022
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.50% of the Public Offering
Price per Unit (4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on
aggregate underlying value of Securities
less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number 30265H 125 30265H 182 30265H 166
Reinvestment CUSIP Number 30265H 133 N.A. 30265H 174
Security Code 57749 57745 57747
Mandatory Termination Date (6) January 14, 2005 January 14, 2005 January 14, 2005
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date December 14, 1999
Income Distribution Record Date Fifteenth day of each month for REIT Growth & Income Portfolio, Series 3, commencing
January 15, 2000 and the fifteenth day of each June and December, commencing June
15, 2000 for e-Infrastructure Portfolio Series and World Wide Wireless Portfolio
Series.
Income Distribution Date (7) (8) Last day of each month for REIT Growth & Income Portfolio, Series 3, commencing
January 31, 2000 and the last day of each June and December, commencing June 30,
2000 for e-Infrastructure Portfolio Series and World Wide Wireless Portfolio Series.
______________
<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of a Trust so that the Public Offering Price
per Unit will equal approximately $10.00. If we make such an adjustment,
the fractional undivided interest per Unit will vary from the amounts
indicated above.
(2) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price. Evaluations for purposes of determining the
purchase, sale or redemption price of Units are made as of the close of
trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Tables" and "Public Offering."
(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date a pro rata share of any accumulated
dividends on the Securities will be included.
(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Tables."
After such date, the Sponsor's Repurchase Price and Redemption Price per
Unit will not include such estimated organization costs. See "Redeeming
Your Units."
(6) See "Amending or Terminating the Indenture."
(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. In any case, we will distribute any funds in the
Capital Account in December of each year.
(8) For REIT Growth & Income Portfolio, Series 3, the estimated net
annual distribution per Unit is estimated to be $.9153 for the first
year. The estimated net annual distribution per Unit for subsequent
years, $.8919, is expected to be less than the amount for the first year
because a portion of the Securities included in REIT Growth & Income
Portfolio, Series 3 will be sold during the first year to pay for
organization costs and the deferred sales charge.</FN>
</TABLE>
Page 4
Fee Table
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Select Portfolio
Series has a term of approximately 18 months, and each Portfolio Series
has a term of five years, and each is a unit investment trust rather
than a mutual fund, this information allows you to compare fees.
<TABLE>
<CAPTION>
e-INFRASTRUCTURE WORLD WIDE WIRELESS
SELECT PORTFOLIO SELECT PORTFOLIO
SERIES SERIES
___________________ ___________________
Amount Amount
per Unit per Unit
________ ________
<S> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.00%(a) $ .100 1.00%(a) $ .100
Deferred sales charge 2.25%(b) .225 2.25%(b) .225
_____ ______ _____ ______
Maximum sales charge 3.25% $ .325 3.25% $ .325
===== ====== ===== ======
Maximum sales charge imposed on reinvested
dividends 2.25%(c) $ .225 2.25%(c) $ .225
===== ====== ===== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .260%(d) $.0260 .260%(d) $.0260
===== ====== ===== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping,
administrative and evaluation fees .079% $.0080 .079% $.0080
Trustee's fee and other operating expenses .116%(e) .0117 .116%(e) .0117
_____ ______ _____ ______
Total .195% $.0197 .195% $.0197
===== ====== ===== ======
</TABLE>
<TABLE>
<CAPTION>
REIT GROWTH &
e-INFRASTRUCTURE INCOME PORTFOLIO WORLD WIDE WIRELESS
PORTFOLIO SERIES SERIES 3 PORTFOLIO SERIES
______________________ ____________________ ___________________
Amount Amount Amount
per Unit per Unit per Unit
_________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.00%(a) $ .100 1.00%(a) $ .100 1.00%(a) $ .100
Deferred sales charge 3.50%(b) .350 3.50%(b) .350 3.50%(b) .350
_____ ______ _____ ______ _____ ______
Maximum sales charge 4.50% $ .450 4.50% $ .450 4.50% $ .450
===== ====== ===== ====== ===== ======
Maximum sales charge imposed on
reinvested dividends 3.50%(c) $ .350 N.A.(c) N.A. 3.50%(c) $ .350
===== ====== ===== ====== ===== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .225%(d) $.0225 .225%(d) $.0225 .225%(d) $.0225
===== ====== ===== ====== ===== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping,
administrative and evaluation fees .100% $.0098 .100% $.0098 .100% $.0098
Trustee's fee and other operating expenses .152%(e) .0149 .152%(e) .0149 .152%(e) .0149
_____ ______ _____ ______ _____ ______
Total .252% $.0247 .252% $.0247 .252% $.0247
===== ====== ===== ====== ===== ======
</TABLE>
Page 5
Example
This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell all your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 18 Months (f) 3 Years 5 Years
______ _____________ ________ _______
<S> <C> <C> <C> <C>
e-Infrastructure Select Portfolio Series $371 $381 $ - $ -
World Wide Wireless Select Portfolio Series 371 381 - -
e-Infrastructure Portfolio Series 498 N.A. 549 606
REIT Growth & Income Portfolio, Series 3 498 N.A. 549 606
World Wide Wireless Portfolio Series 498 N.A. 549 606
The example will not differ if you hold rather than sell your Units at
the end of each period. The example does not reflect sales charges on
reinvested dividends and other distributions. If these sales charges
were included, your costs would be higher.
_____________
<FN>
(a) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge of 3.25% of the
Public Offering Price for each Select Portfolio Series (4.50% in the
case of each Portfolio Series), and the maximum remaining deferred sales
charge (initially $.225 per Unit for each Select Portfolio Series and
$.35 per Unit for each Portfolio Series). When the Public Offering Price
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of
the Public Offering Price per Unit.
(b) The deferred sales charge is a fixed dollar amount equal to $.225
per Unit for each Select Portfolio Series and $.35 per Unit for each
Portfolio Series, which will be deducted in monthly installments of
$.045 per Unit for each Select Portfolio Series and $.07 per Unit for
each Portfolio Series on the 20th day of each month (or the preceding
business day if the 20th day is not a business day) from July 20, 2000
through November 20, 2000. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the deferred sales charge will not
change but the deferred sales charge on a percentage basis will be more
than 2.25% of the Public Offering Price for each Select Portfolio Series
or more than 3.50% for each Portfolio Series. If you purchase Units
after the first deferred sales charge payment has been deducted, your
purchase price will include both the initial sales charge and any
remaining deferred sales charge payments. If you sell or redeem your
Units before you have paid the total deferred sales charge on your
Units, you will have to pay the remainder at that time.
(c) Reinvested dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. There is no distribution
reinvestment option for the REIT Growth & Income Portfolio, Series 3.
See "Income and Capital Distributions."
(d) You will bear all or a portion of the costs incurred in organizing
your respective Trust. These estimated organization costs are included
in the price you pay for your Units and will be deducted from the assets
of a Trust at the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period.
(e) For the Portfolio Series, other operating expenses include the costs
incurred by each Portfolio Series for annually updating those Trusts'
registration statements. Other operating expenses do not, however,
include brokerage costs and other portfolio transaction fees for any of
the Trusts. In certain circumstances the Trusts may incur additional
expenses not set forth above. See "Expenses and Charges."
(f) For each Select Portfolio Series, the Example represents the
estimated costs incurred through each Trust's approximate 18-month life.
</FN>
</TABLE>
Page 6
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
FT 392
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 392, comprised of the e-Infrastructure
Select Portfolio Series; World Wide Wireless Select Portfolio Series; e-
Infrastructure Portfolio Series; REIT Growth & Income Portfolio, Series
3; and World Wide Wireless Portfolio Series as of the opening of
business on December 9, 1999. These statements of net assets are the
responsibility of the Trusts' Sponsor. Our responsibility is to express
an opinion on these statements of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letter of credit allocated among the Trusts on December 9, 1999. An
audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 392,
comprised of the e-Infrastructure Select Portfolio Series; World Wide
Wireless Select Portfolio Series; e-Infrastructure Portfolio Series;
REIT Growth & Income Portfolio, Series 3; and World Wide Wireless
Portfolio Series at the opening of business on December 9, 1999 in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 9, 1999
Page 7
Statements of Net Assets
FT 392
At the Opening of Business on the
Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
e-Infrastructure World Wide
Select Portfolio Wireless Select
Series Portfolio Series
________________ ________________
<S> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $147,910 $148,714
Less liability for reimbursement to Sponsor for organization costs (3) (388) (391)
Less liability for deferred sales charge (4) (3,362) (3,380)
________ ________
Net assets $144,160 $144,943
======== ========
Units outstanding 14,940 15,022
ANALYSIS OF NET ASSETS
Cost to investors (5) $149,404 $150,216
Less maximum sales charge (5) (4,856) (4,882)
Less estimated reimbursement to Sponsor for organization costs (3) (388) (391)
________ ________
Net assets $144,160 $144,943
======== ========
______________
<FN>
See "Notes to Statements of Net Assets" on page 9.
</FN>
</TABLE>
Page 8
Statements of Net Assets (cont'd.)
FT 392
At the Opening of Business on the Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
e-Infrastructure REIT Growth &
Portfolio Income Portfolio World Wide Wireless
Series Series 3 Portfolio Series
______________ ______________ ___________________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $147,910 $148,120 $148,714
Less liability for reimbursement to Sponsor
for organization costs (3) (336) (337) (338)
Less liability for deferred sales charge (4) (5,229) (5,237) (5,258)
________ ________ ________
Net assets $142,345 $142,546 $143,118
======== ======== ========
Units outstanding 14,940 14,962 15,022
ANALYSIS OF NET ASSETS
Cost to investors (5) $149,404 $149,616 $150,216
Less maximum sales charge (5) (6,723) (6,733) (6,760)
Less estimated reimbursement to Sponsor
for organization costs (3) (336) (337) (338)
________ ________ ________
Net assets $142,345 $142,546 $143,118
======== ======== ========
_____________
<FN>
NOTES TO STATEMENTS OF NET ASSETS
(1) Aggregate cost of the Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,000,000 will be allocated among each of the five Trusts in
FT 392, has been deposited with the Trustee as collateral, covering the
monies necessary for the purchase of the Securities according to their
purchase contracts.
(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0260 per
Unit for each Select Portfolio Series and $.0225 per Unit for each
Portfolio Series. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of such Trust.
(4) Represents the amount of mandatory deferred sales charge
distributions of $.225 per Unit in the case of each Select Portfolio
Series, or $.35 per Unit in the case of each Portfolio Series, payable
to us in five equal monthly installments beginning on July 20, 2000 and
on the twentieth day of each month thereafter (or if such date is not a
business day, on the preceding business day) through November 20, 2000.
If you redeem your Units before November 20, 2000 you will have to pay
the remaining amount of the deferred sales charge applicable to such
Units when you redeem them.
(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 3.25% of the Public Offering Price per Unit for
each Select Portfolio Series (equivalent to 3.283% of the net amount
invested, exclusive of the deferred sales charge) or 4.50% of the Public
Offering Price per Unit for each Portfolio Series (equivalent to 4.545%
of the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge as set forth under "Public
Offering."
</FN>
</TABLE>
Page 9
Schedule of Investments
e-Infrastructure Select Portfolio Series
FT 392
At the Opening of Business on the
Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
_______ _______________________________________ __________ ______ ________
<S> <C> <C> <C> <C>
Access/Information Providers
____________________________
73 AOL America Online, Inc. 4% $ 80.563 $ 5,881
103 T AT&T Corp. 4% 57.813 5,955
76 WCOM MCI WorldCom, Inc. 4% 77.188 5,866
155 QWST Qwest Communications International Inc. 4% 38.375 5,948
Data Networking/Communications Equipment
________________________________________
58 CSCO Cisco Systems, Inc. 4% 99.938 5,796
82 CNXT Conexant Systems, Inc. 4% 73.750 6,048
63 CMTN Copper Mountain Networks, Inc. 4% 95.500 6,016
73 LU Lucent Technologies Inc. 4% 81.875 5,977
70 NT Nortel Networks Corporation (3) 4% 83.313 5,832
91 TLAB Tellabs, Inc. 4% 66.375 6,040
Computers & Peripherals
_______________________
136 DELL Dell Computer Corporation 4% 43.500 5,916
61 EMC EMC Corporation 4% 95.813 5,845
54 HWP Hewlett-Packard Company 4% 109.688 5,923
79 INTC Intel Corporation 4% 74.500 5,886
50 IBM International Business Machines Corporation 4% 118.125 5,906
76 SUNW Sun Microsystems, Inc. 4% 78.438 5,961
Software
________
58 BVSN BroadVision, Inc. 4% 104.875 6,083
32 CHKP Check Point Software Technologies Ltd. (3) 4% 192.500 6,160
36 EXDS Exodus Communications, Inc. 4% 165.563 5,960
64 MSFT Microsoft Corporation 4% 91.750 5,872
77 ORCL Oracle Corporation 4% 76.125 5,862
38 RNWK RealNetworks, Inc. 4% 152.813 5,807
46 VRSN VeriSign, Inc. 4% 125.000 5,750
Venture Capital
_______________
31 CMGI CMGI Inc. 4% 189.063 5,861
27 ICGE Internet Capital Group, Inc. 4% 213.313 5,759
_____ ________
Total Investments 100% $147,910
===== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>
Page 10
Schedule of Investments
World Wide Wireless Select Portfolio Series
FT 392
At the Opening of Business on the Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price Share the Trust (2)
______ _______________________________________ __________ ______ _________
<S> <C> <C> <C> <C>
Communication Services (Domestic)
_________________________________
66 AT ALLTEL Corporation 4% $ 90.250 $ 5,957
103 T AT&T Corp. 4% 57.813 5,955
57 NXTL Nextel Communications, Inc. (Class A) 4% 102.563 5,846
110 SBC SBC Communications Inc. 4% 53.813 5,919
60 PCS Sprint Corp. (PCS Group) (4) 4% 99.500 5,970
55 USM United States Cellular Corporation 4% 107.750 5,926
62 VSTR VoiceStream Wireless Corporation 4% 97.063 6,018
Communication Services (International)
______________________________________
123 CWP Cable & Wireless Plc (ADR) 4% 48.125 5,919
57 CHL China Telecom (Hong Kong) Limited (ADR) 4% 104.250 5,942
100 DT Deutsche Telekom AG (ADR) 4% 59.813 5,981
124 MICC Millicom International Cellular S.A. (3) 4% 47.875 5,937
35 NMCNY NTT Mobile Communications Network, Inc. (ADR) 4% 172.000 6,020
45 TI Telecom Italia SpA (ADR) 4% 132.500 5,962
78 TEF Telefonica S.A. (ADR) 4% 75.938 5,923
118 VOD Vodafone AirTouch Plc (ADR) 4% 50.438 5,952
Communications Equipment
________________________
83 CNXT Conexant Systems, Inc. 4% 73.750 6,121
92 ERICY LM Ericsson AB (ADR) 4% 64.125 5,899
83 HLIT Harmonic Inc. 4% 73.000 6,059
73 LU Lucent Technologies Inc. 4% 81.875 5,977
45 MOT Motorola, Inc. 4% 129.500 5,828
34 NOK Nokia Oy (ADR) 4% 173.000 5,882
70 NT Nortel Networks Corporation (3) 4% 83.313 5,832
90 PWAV Powerwave Technologies, Inc. 4% 65.250 5,873
15 QCOM QUALCOMM Incorporated 4% 389.250 5,839
88 RFMD RF Micro Devices, Inc. 4% 70.188 6,177
______ ________
Total Investments 100% $148,714
====== ========
_________________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>
Page 11
Schedule of Investments
e-Infrastructure Portfolio Series
FT 392
At the Opening of Business on the
Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
_________ ______________________________ __________ ______ ________
<S> <C> <C> <C> <C>
Access/Information Providers
____________________________
73 AOL America Online, Inc. 4% $ 80.563 $ 5,881
103 T AT&T Corp. 4% 57.813 5,955
76 WCOM MCI WorldCom, Inc. 4% 77.188 5,866
155 QWST Qwest Communications International Inc. 4% 38.375 5,948
Data Networking/Communications Equipment
________________________________________
58 CSCO Cisco Systems, Inc. 4% 99.938 5,796
82 CNXT Conexant Systems, Inc. 4% 73.750 6,048
63 CMTN Copper Mountain Networks, Inc. 4% 95.500 6,016
73 LU Lucent Technologies Inc. 4% 81.875 5,977
70 NT Nortel Networks Corporation (3) 4% 83.313 5,832
91 TLAB Tellabs, Inc. 4% 66.375 6,040
Computers & Peripherals
_______________________
136 DELL Dell Computer Corporation 4% 43.500 5,916
61 EMC EMC Corporation 4% 95.813 5,845
54 HWP Hewlett-Packard Company 4% 109.688 5,923
79 INTC Intel Corporation 4% 74.500 5,886
50 IBM International Business Machines Corporation 4% 118.125 5,906
76 SUNW Sun Microsystems, Inc. 4% 78.438 5,961
Software
________
58 BVSN BroadVision, Inc. 4% 104.875 6,083
32 CHKP Check Point Software Technologies Ltd. (3) 4% 192.500 6,160
36 EXDS Exodus Communications, Inc. 4% 165.563 5,960
64 MSFT Microsoft Corporation 4% 91.750 5,872
77 ORCL Oracle Corporation 4% 76.125 5,862
38 RNWK RealNetworks, Inc. 4% 152.813 5,807
46 VRSN VeriSign, Inc. 4% 125.000 5,750
Venture Capital
_______________
31 CMGI CMGI Inc. 4% 189.063 5,861
27 ICGE Internet Capital Group, Inc. 4% 213.313 5,759
_____ ________
Total Investments 100% $147,910
===== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>
Page 12
Schedule of Investments
REIT Growth & Income Portfolio, Series 3
FT 392
At the Opening of Business on the
Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
Number Percentage of Market Cost of
of Ticker Symbol and Aggregate Value per Securities to
Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
______ ________________________________ __________ ______ _________
<S> <C> <C> <C> <C>
204 ARE Alexandria Real Estate Equities, Inc. 4% $29.625 $ 6,043
160 AIV Apartment Investment & Management Company (Class A) 4% 37.063 5,930
297 ASN Archstone Communities Trust 4% 19.938 5,922
186 AVB Avalonbay Communities, Inc. 4% 32.000 5,952
352 BED Bedford Property Investors, Inc. 4% 16.938 5,962
374 BDN Brandywine Realty Trust 4% 15.688 5,867
275 CBL CBL & Associates Properties, Inc. 4% 21.625 5,947
461 CARS Capital Automotive REIT 4% 12.813 5,907
338 CEI Crescent Real Estate Equities Company 4% 17.375 5,873
450 DDR Developers Diversified Realty Corporation 4% 13.063 5,878
190 ESS Essex Property Trust, Inc. 4% 31.125 5,914
346 FCH FelCor Lodging Trust Inc. 4% 17.063 5,904
242 FR First Industrial Realty Trust, Inc. 4% 24.563 5,944
216 GGP General Growth Properties, Inc. 4% 27.438 5,927
466 GLB Glenborough Realty Trust Incorporated 4% 12.375 5,767
651 HMT Host Marriott Corporation 4% 9.000 5,859
242 CLI Mack-Cali Realty Corporation 4% 24.313 5,884
438 NHP Nationwide Health Properties, Inc. 4% 13.500 5,913
428 OHI OMEGA Healthcare Investors, Inc. 4% 14.250 6,099
366 PNP Pan Pacific Retail Properties, Inc. 4% 16.125 5,902
157 PPS Post Properties, Inc. 4% 38.000 5,966
331 PLD ProLogis Trust 4% 17.938 5,937
322 RA Reckson Associates Realty Corporation 4% 18.625 5,997
205 SUS Storage USA, Inc. 4% 28.688 5,881
199 SUI Sun Communities, Inc. 4% 29.875 5,945
_____ ________
Total Investments 100% $148,120
===== ========
_________________
<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>
Page 13
Schedule of Investments
World Wide Wireless Portfolio Series
FT 392
At the Opening of Business on the
Initial Date of Deposit-December 9, 1999
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_______ _______________________________________ __________ _________ ________
<S> <C> <C> <C> <C>
Communication Services (Domestic)
_________________________________
66 AT ALLTEL Corporation 4% $ 90.250 $ 5,957
103 T AT&T Corp. 4% 57.813 5,955
57 NXTL Nextel Communications, Inc. (Class A) 4% 102.563 5,846
110 SBC SBC Communications Inc. 4% 53.813 5,919
60 PCS Sprint Corp. (PCS Group) (4) 4% 99.500 5,970
55 USM United States Cellular Corporation 4% 107.750 5,926
62 VSTR VoiceStream Wireless Corporation 4% 97.063 6,018
Communication Services (International)
______________________________________
123 CWP Cable & Wireless Plc (ADR) 4% 48.125 5,919
57 CHL China Telecom (Hong Kong) Limited (ADR) 4% 104.250 5,942
100 DT Deutsche Telekom AG (ADR) 4% 59.813 5,981
124 MICC Millicom International Cellular S.A. (3) 4% 47.875 5,937
35 NMCNY NTT Mobile Communications Network, Inc. (ADR) 4% 172.000 6,020
45 TI Telecom Italia SpA (ADR) 4% 132.500 5,962
78 TEF Telefonica S.A. (ADR) 4% 75.938 5,923
118 VOD Vodafone AirTouch Plc (ADR) 4% 50.438 5,952
Communications Equipment
________________________
83 CNXT Conexant Systems, Inc. 4% 73.750 6,121
92 ERICY LM Ericsson AB (ADR) 4% 64.125 5,899
83 HLIT Harmonic Inc. 4% 73.000 6,059
73 LU Lucent Technologies Inc. 4% 81.875 5,977
45 MOT Motorola, Inc. 4% 129.500 5,828
34 NOK Nokia Oy (ADR) 4% 173.000 5,882
70 NT Nortel Networks Corporation (3) 4% 83.313 5,832
90 PWAV Powerwave Technologies, Inc. 4% 65.250 5,873
15 QCOM QUALCOMM Incorporated 4% 389.250 5,839
88 RFMD RF Micro Devices, Inc. 4% 70.188 6,177
_____ ________
Total Investments 100% $148,714
===== ========
_____________
<FN>
NOTES TO SCHEDULES OF INVESTMENTS
(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on December 8, 1999. Each Select Portfolio Series has a
Mandatory Termination Date of June 8, 2001. Each Portfolio Series has a
Mandatory Termination Date of January 14, 2005.
(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our loss (which
is the difference between the cost of the Securities to us and the cost
of the Securities to a Trust) are set forth below:
Page 14
Cost of
Securities Profit
to Sponsor (Loss)
_________ ______
e-Infrastructure Select Portfolio Series $147,919 $ (9)
World Wide Wireless Select Portfolio Series 148,766 (52)
e-Infrastructure Portfolio Series 147,919 (9)
REIT Growth & Income Portfolio, Series 3 148,341 (221)
World Wide Wireless Portfolio Series 148,766 (52)
(3) This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.
(4) MCI Worldcom, Inc. ("Worldcom") has recently announced plans to
acquire Sprint Corporation ("Sprint"). Each share of Sprint (PCS Group)
will be exchanged for one share of Worldcom PCS tracking stock and .1547
shares of Worldcom common stock. As a result of this expected
transaction, it is anticipated that the World Wide Wireless Select
Portfolio Series and World Wide Wireless Portfolio Series will receive
shares of common stock of Worldcom and shares of Worldcom PCS tracking
stock in exchange for the shares of Sprint (PCS Group) which they hold.
The transaction is subject to the approval of the shareholders of both
companies and various regulatory authorities.
</FN>
</TABLE>
Page 15
The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of a unit investment trust which we have named the
FT Series. We designate each of these series of the FT Series with a
different series number. Each of the following is a separate portfolio,
or series, of FT 392:
- - e-Infrastructure Select Portfolio Series
- - World Wide Wireless Select Portfolio Series
- - e-Infrastructure Portfolio Series
- - REIT Growth & Income Portfolio, Series 3
- - World Wide Wireless Portfolio Series
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.
Mandatory Termination Date.
Each Trust will terminate on the Mandatory Termination Date set forth in
the "Summary of Essential Information" for each Trust. Each Trust was
created under the laws of the State of New York by a Trust Agreement
(the "Indenture") dated the Initial Date of Deposit. This agreement,
entered into among Nike Securities L.P., as Sponsor, The Chase Manhattan
Bank as Trustee and First Trust Advisors L.P. as Portfolio Supervisor
and Evaluator, governs the operation of the Trusts.
How We Created the Trusts.
On the Initial Date of Deposit, we deposited portfolios of common stocks
with the Trustee and in turn, the Trustee delivered documents to us
representing our ownership of the Trusts in the form of units ("Units").
With our deposit of Securities on the Initial Date of Deposit we
established a percentage relationship among the Securities in each
Trust's portfolio, as stated under "Schedule of Investments" for each
Trust. After the Initial Date of Deposit, we may deposit additional
Securities in the Trusts, or cash (including a letter of credit) with
instructions to buy more Securities to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit, and not the percentage relationship
existing on the day we are creating new Units, since the two may differ.
This difference may be due to the sale, redemption or liquidation of any
of the Securities.
Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trusts, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in a
Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trusts pay the associated brokerage fees. To
reduce this dilution, the Trusts will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.
We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trusts. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.
Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in a Trust fails, unless we can purchase
substitute Securities ("Replacement Securities"), we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement
Security a Trust acquires will be identical to those from the failed
contract.
Page 16
Portfolios
Objectives.
The objective of each Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies in the industry
sector or investment focus for which the Trust is named. A diversified
portfolio helps to offset the risks normally associated with such an
investment, although it does not eliminate them entirely. The companies
selected for the Trusts have been researched and evaluated using
database screening techniques, fundamental analysis, and the judgment of
the Sponsor's research analysts. Each Select Portfolio Series has an
expected maturity of 18 months whereas each Portfolio Series has an
expected maturity of five years.
e-Infrastructure Select Portfolio Series and e-Infrastructure Portfolio
Series each consist of a portfolio of common stocks of technology
companies which provide the infrastructure which helped build the
Internet.
As you probably know by now, the Internet has evolved into much more
than just the "information superhighway"; it is also a place where
individuals and companies can transact business. In fact, some companies
believe so strongly in the future of e-commerce that they have abandoned
the more traditional business models that favor bricks-and-mortar selling.
The good news for investors is that the Internet's infrastructure is
supported by a relatively small universe of high-tech companies
representing the following industries: access/information providers,
data networking/communications equipment, computers & peripherals,
software and venture capital. These companies are responsible for
providing the kind of cutting-edge technology needed to deliver such
popular Internet services as high-speed access, video downloads and e-
mail.
Consider the following factors:
- - The average e-commerce Web site costs $1 million to develop and takes
five months to complete. When you consider the need for ongoing products
and services, infrastructure is big business.
- - The Internet economy, though still in its formative stages, generated
approximately $300 billion in revenue in the United States in 1998. To
put this new economy into perspective, the auto and telecommunications
industries, far more mature, generated approximately $350 and $270
billion of revenue, respectively, over the same period.
- - Capital investment in the Internet server market has risen
dramatically over the past three years. Internet server revenue has
jumped from approximately $1.7 billion in 1996 to approximately $13.3
billion in 1998. As the Internet grows, the demand for servers has the
potential to grow as well.
- - Communications companies presently carry nearly 30 times more voice
traffic than data. Thanks to the Internet, data traffic is expected to
surpass voice communications in the years ahead.
Information Technology (IT) equipment spending continues to be the
largest category of industrial spending for all types of capital
equipment. Between 1993 and 1998, on an inflation adjusted basis, IT
equipment spending accounted for more than half of the growth in
equipment spending.
e-Commerce Fuels Innovation. Technology and the Internet have played an
integral part in the economic prosperity enjoyed by the United States
during the 1990s. The anticipated growth in e-commerce has the potential
to continue fueling the need for more technological innovation as
businesses of all sizes embrace the concept of transacting business
online. When you consider that there are over 100 million people
connected to the Web worldwide, it only makes sense to consider
investing in the companies that make it all possible.
REIT Growth & Income Portfolio, Series 3 consists of a portfolio of
common stocks of Real Estate Investment Trusts ("REITs").
A REIT is a company that buys, develops, and manages income producing
real estate such as apartments, shopping centers, offices, and
warehouses. In short, a REIT is a corporation that pools the capital of
many investors to purchase all forms of real estate.
The Trust invests in a number of these REITs, offering a simple and
convenient way to achieve a diversified portfolio with one purchase. The
Trust's portfolio offers diversification among different types of
properties as well as regional diversification. This type of
Page 17
diversification helps to reduce some of the fluctuations in the real
estate market as a result of economic downturns or changes in supply and
demand in a specific region or type of property. REITs allow investors
to participate in a growing real estate industry. The market
capitalization of REITs has grown from roughly $8.7 billion in 1990 to
approximately $138.3 billion in 1998.
REITs offer investors several advantages over ownership of individual
properties. REITs are currently required to annually distribute a
majority of their income as dividends to shareholders, making them a
great source of steady income without forcing investors to manage the
properties themselves. Investors can enjoy the benefits of capital
appreciation if properties are sold at a profit. Another advantage is
liquidity. Compared to traditional privately held real estate, which may
be difficult to sell, REITs are traded on major stock exchanges making
them highly liquid. REIT investors also gain the advantage of skilled
management since REIT management teams tend to be experts within their
specific property or geographic niches.
Consider the following factors:
- - Recently proposed legislation affecting REITs, passed by the House and
Senate and scheduled to become effective in January 2001, will allow
REITs to own taxable REIT subsidiaries. This will enable REITs to grow
non-rental income through various initiatives such as offering their
tenants telephone or energy services.
- - The REIT legislation will reduce the income distribution requirement
from 95% to 90%, allowing REIT management teams more flexibility with
available cash, including the ability to initiate stock repurchase
programs.
- - REIT property fundamentals are currently strong due to stable rental
income and consistent occupancy rates.
- - Fears of oversupply from new real estate developments have diminished.
- - REIT shares in general have recently traded at their deepest discount
to their net asset value in over eight years.
World Wide Wireless Select Portfolio Series and World Wide Wireless
Portfolio Series each consist of a portfolio of common stocks of
telecommunications companies which provide products and/or services used
in wireless communications.
It is easy to see that the "Information Age" is transforming the way we
work, the way we do business and the way we live. However, the one
technology that may have the greatest impact on our lives is one that we
cannot see-wireless communications. Wireless devices are enabling us to
exchange information in ways and places we once could only dream of. The
implementation of new technologies, combined with lower prices for
wireless service, has made wireless communication possible for more
people. Much of the future growth in the wireless industry is expected
to come from developing countries and remote rural villages. Wireless
technology is a far more viable means of communications for these areas
because it offers significant cost savings over the more traditional
wireline services. In fact, some European countries already use wireless
technology as their primary communication source. For instance, in
Scandinavia almost half the population uses wireless phones.
If you take a closer look at the wireless industry, it becomes apparent
that it is truly a global industry. With the World Trade Organization's
recent agreement to open the markets of its 72 member governments to
foreign companies, there are abundant opportunities for expansion in
this industry. Just as its wireline counterparts did previously, the
wireless industry is anticipated to use mergers and acquisitions as a
means of attaining new technologies, forging strategic alliances and
reaching more consumers.
Consider the following factors:
- - It is estimated that there will be approximately 250 million
subscribers to global wireless services by 2000, making it one of the
fastest growing segments of the telecommunications industry.
- - The number of wireless subscribers worldwide has nearly tripled over
the last three years.
- - The U.S. Telecommunications Act of 1996 and the 1997
Telecommunications Agreement, passed by the World Trade Organization,
have opened markets domestically and internationally to encourage
competition and capital investment.
- - In the United States alone, it is estimated that there could
potentially be 25 times more people using a wireless link to the
Internet by 2004.
- - Annual service revenues have increased from under $1 billion in 1985
to more than $35 billion in 1999 (estimated).
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
Page 18
for a discussion of the risks of investing in the Trusts.
Risk Factors
Price Volatility. The Trusts invest in common stocks of U.S., and, for
certain Trusts, foreign companies. The value of a Trust's Units will
fluctuate with changes in the value of these common stocks. Common stock
prices fluctuate for several reasons including changes in investors'
perceptions of the financial condition of an issuer or the general
condition of the relevant stock market, or when political or economic
events affecting the issuers occur.
Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time,
especially the relatively short 18-month life of the Select Portfolio
Series, or that you won't lose money. Units of the Trusts are not
deposits of any bank and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
Certain of the Securities in certain Trusts may be issued by companies
with market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies as a result of several factors common to many such issuers,
including limited trading volumes, products or financial resources,
management inexperience and less publicly available information.
Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.
Technology Industry. Because more than 25% of both the e-Infrastructure
Select Portfolio Series and e-Infrastructure Portfolio Series is invested
in common stocks of companies in the technology industry, these Trusts are
considered to be concentrated in the technology industry. A portfolio
concentrated in a single industry may present more risk than a portfolio
broadly diversified over several industries. Technology companies are
generally subject to the risks of rapidly changing technologies; short
product life cycles; fierce competition; aggressive pricing and reduced
profit margins; the loss of patent, copyright and trademark protections;
cyclical market patterns; evolving industry standards and frequent new
product introductions. Technology companies may be smaller and less
experienced companies, with limited product lines, markets or financial
resources and fewer experienced management or marketing personnel.
Technology company stocks, especially those which are Internet-related,
have experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. Also, the stocks of many
Internet companies have exceptionally high price-to-earnings ratios with
little or no earnings histories.
Real Estate Investment Trusts. The REIT Growth & Income Portfolio,
Series 3 is considered to be concentrated in Real Estate Investment
Trusts ("REITs"). REITs are financial vehicles that pool investors'
capital to purchase or finance real estate. REITs may concentrate their
investments in specific geographic areas or in specific property types,
i.e., hotels, shopping malls, residential complexes and office
buildings. The value of the REITs and the ability of the REITs to
distribute income may be adversely affected by several factors,
including rising interest rates, changes in the national, state and
local economic climate and real estate conditions, perceptions of
prospective tenants of the safety, convenience and attractiveness of the
properties, the ability of the owner to provide adequate management,
maintenance and insurance, the cost of complying with the Americans with
Disabilities Act, increased competition from new properties, the impact
of present or future environmental legislation and compliance with
environmental laws, changes in real estate taxes and other operating
expenses, adverse changes in governmental rules and fiscal policies,
adverse changes in zoning laws, and other factors beyond the control of
the issuers of the REITs.
Communications Industry. The World Wide Wireless Select Portfolio Series
and World Wide Wireless Portfolio Series are considered to be
concentrated in communications companies. The market for high technology
wireless communications products and services is characterized by
rapidly changing technology, rapid product obsolescence or loss of
patent protection, cyclical market patterns, evolving industry standards
Page 19
and frequent new product introductions. Certain communications companies
are subject to substantial governmental regulation, which among other
things, regulates permitted rates of return and the kinds of services
that a company may offer. The communications industry has experienced
substantial deregulation in recent years. Deregulation may lead to
fierce competition for market share and can have a negative impact on
certain companies. Competitive pressures are intense and communications
stocks can experience rapid volatility.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation or of the industries
represented by such issuers, may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the share
prices of the Securities.
Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." We do not
expect that any of the computer system changes necessary to prepare for
January 1, 2000 will cause any major operational difficulties for the
Trusts. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Securities, but you
should note that foreign issuers may have greater complications than
other issuers.
Foreign Stocks. Certain of the Securities in certain Trusts are issued
by foreign companies, which makes these Trusts subject to more risks
than if they invested solely in domestic common stocks. These Securities
are either directly listed on a U.S. securities exchange or are in the
form of American Depositary Receipts ("ADRs") which are listed on a U.S.
securities exchange. Risks of foreign common stocks include higher
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions
on foreign investments and exchange of securities; inadequate financial
information; and lack of liquidity of certain foreign markets.
Portfolio Securities Descriptions
e-Infrastructure.
Both the e-Infrastructure Select Portfolio Series and the e-
Infrastructure Portfolio Series contain common stocks of the following
companies:
Access/Information Providers
____________________________
America Online, Inc., headquartered in Dulles, Virginia, provides online
services to consumers in the United States, Canada, Europe and Japan
offering subscribers a wide variety of services, including electronic
mail, conferencing, news, sports, Internet access, entertainment,
weather, stock quotes, software, computing support and online classes.
AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; and billing, directory and calling card services.
MCI WorldCom, Inc., headquartered in Clinton, Mississippi, operates as a
global communications company which provides facilities-based and fully-
integrated local, long distance, international and Internet services in
over 65 countries encompassing the Americas, Europe and the Asia-Pacific
regions. The company also offers wireless and 800 services, calling
cards, private lines and debit cards.
Qwest Communications International Inc., headquartered in Denver,
Colorado, provides broadband Internet-based data, voice and image
communications for businesses and consumers. The company also constructs
and installs fiber optic systems for other communications providers and
its own use.
Data Networking/Communications Equipment
________________________________________
Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer
networks. The company offers various products to utilities,
corporations, universities, governments and small to medium businesses
worldwide.
Conexant Systems, Inc., headquartered in Newport Beach, California,
makes semiconductor products for communications applications. The
company's applications include personal computing, digital information
Page 20
and entertainment, wireless communications and network access.
Copper Mountain Networks, Inc., headquartered in Palo Alto, California,
develops and markets Digital Subscriber Line (DSL) solutions that enable
high-speed Internet connectivity over the existing copper wire telephone
infrastructure.
Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.
Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.
Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.
Computers & Peripherals
_______________________
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
EMC Corporation, headquartered in Hopkinton, Massachusetts, designs,
manufactures, markets and supports hardware, software and service
products for the enterprise storage market. The company's products are
sold as integrated storage solutions for customers on various computing
platforms including "UNIX" and "Windows NT."
Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, electronic components and instrumentation for
chemical analysis.
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Principal components
consist of silicon-based semiconductors etched with complex patterns of
transistors.
International Business Machines Corporation, headquartered in Armonk,
New York, provides customer solutions through the use of advanced
information technologies. The company offers a variety of solutions that
include services, software, systems, products, financing and technologies.
Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products, including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support, using the UNIX operating system.
Software
________
BroadVision, Inc., headquartered in Redwood City, California, develops,
markets and supports application software solutions. The company
provides an integrated software application system, "BroadVision One-To-
One," that enables businesses to create applications for interactive
marketing and selling services on the World Wide Web.
Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP").
Exodus Communications, Inc., headquartered in Santa Clara, California,
provides Internet system and network management solutions for
enterprises with mission-critical Internet operations. The company's
data centers are located throughout the United States and in England.
Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.
Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
Page 21
variety of uses, including database management, application development
and business intelligence, and business applications.
RealNetworks, Inc., headquartered in Seattle, Washington, develops and
markets software products and services designed to enable users of
personal computers and other digital devices to send and receive real-
time media using today's infrastructure. The company's products and
services include, "RealSystem G2," "Real Broadcast Network" and
"RealJukebox."
VeriSign, Inc., headquartered in Mountain View, California, provides
digital certificate solutions and infrastructure needed by companies,
government agencies, trading partners and individuals to conduct trusted
and secure communications and commerce over the Internet and over
intranets and extranets using the Internet Protocol.
Venture Capital
________________
CMGI Inc., headquartered in Andover, Massachusetts, invests in and
develops Internet companies; operates direct marketing companies and
venture funds focused on the Internet; and, through subsidiaries,
provides fulfillment services.
Internet Capital Group, Inc., headquartered in Wayne, Pennsylvania, is
an Internet holding company primarily engaged in business-to-business,
or B2B, e-commerce through a network of partner companies.
REIT Growth & Income Portfolio, Series 3.
Alexandria Real Estate Equities, Inc., headquartered in Pasadena,
California, is a self-managed real estate investment trust which
acquires, manages, expands and develops properties containing office and
laboratory space for lease mainly to pharmaceutical, biotechnology,
diagnostic and personal care products companies, major scientific
research institutions and related government agencies.
Apartment Investment & Management Company (Class A), headquartered in
Denver, Colorado, is a self-managed real estate investment trust which
owns, acquires and redevelops multifamily apartment properties, and
manages other multifamily apartment properties for third properties and
affiliates.
Archstone Communities Trust, headquartered in Englewood, Colorado, is a
self-managed real estate investment trust which owns, develops,
acquires, redevelops and operates income-producing apartment communities
throughout the United States.
Avalonbay Communities, Inc., headquartered in Alexandria, Virginia, is a
self-managed real estate investment trust which owns or has interests in
a portfolio of apartment communities located in the Northeast, Mid-
Atlantic, Midwest and Pacific Northwest regions, as well as California.
Bedford Property Investors, Inc., headquartered in Lafayette,
California, is a self-managed real estate investment trust which invests
in completed, income-producing real estate properties such as office and
industrial buildings, mainly in the western United States.
Brandywine Realty Trust, headquartered in Newtown Square, Pennsylvania,
is a self-managed real estate investment trust which owns a portfolio of
primarily suburban office and industrial buildings located primarily in
the Mid-Atlantic region. The company also owns an interest in and
operates a commercial real estate management services company.
CBL & Associates Properties, Inc., headquartered in Chattanooga,
Tennessee, is a self-managed real estate investment trust which is
engaged in the ownership, operation, marketing, management, leasing,
expansion, development, redevelopment, acquisition and financing of
regional malls and community and neighborhood centers in the United
States.
Capital Automotive REIT, headquartered in McLean, Virginia, is a self-
managed real estate investment trust which owns multi-site, multi-
franchised motor vehicle dealerships and motor vehicle-related
businesses in major metropolitan areas throughout the United States.
Crescent Real Estate Equities Company, headquartered in Fort Worth,
Texas, is a self-managed real estate investment trust which owns a
portfolio of properties, including office complexes, retail centers,
hotel properties, a health and fitness resort and single-family
residential developments located mainly in Texas, Colorado and
Washington D.C.
Developers Diversified Realty Corporation, headquartered in Beachwood,
Ohio, is a self-managed real estate investment trust which acquires,
develops, redevelops, owns, leases, and manages shopping centers,
business centers and undeveloped land.
Page 22
Essex Property Trust, Inc., headquartered in Palo Alto, California, is a
self-managed real estate investment trust which, through its operating
partnership, Essex Portfolio, L.P., owns multi-family residential
properties located in California, Oregon and Washington.
FelCor Lodging Trust Inc., headquartered in Irving, Texas, is a self-
managed real estate investment trust which owns upscale and full service
hotels. The hotels' names include, "Crowne Plaza," "Doubletree,"
"Embassy Suites" and "Holiday Inn." The company's hotels are located in
the United States and Canada.
First Industrial Realty Trust, Inc., headquartered in Chicago, Illinois,
is a self-managed real estate investment trust which owns, manages,
acquires and develops bulk warehouse and light industrial properties
located mainly in the midwestern United States.
General Growth Properties, Inc., headquartered in Chicago, Illinois, is
a self-managed real estate investment trust which owns, develops,
operates, leases and manages shopping centers throughout the United
States.
Glenborough Realty Trust Incorporated, headquartered in San Mateo,
California, is a self-managed real estate investment trust with a
portfolio of properties including office, office/flex, industrial, multi-
family, retail and hotel properties located throughout the United States.
Host Marriott Corporation, headquartered in Bethesda, Maryland, is a
self-managed real estate investment trust which owns upscale and luxury
full-service hotel properties mainly operated under the "Marriott,"
"Four Seasons," "Hyatt," "Ritz-Carlton" and "Swissotel" brand names.
Mack-Cali Realty Corporation, headquartered in Cranford, New Jersey, is
a self-managed real estate investment trust which owns and develops,
manages and leases office and office/flex properties located primarily
in the Northeast and the District of Columbia.
Nationwide Health Properties, Inc., headquartered in Newport Beach,
California, is a self-managed real estate investment trust with
interests in healthcare facilities, including long-term health
facilities, assisted living facilities, retirement communities and
rehabilitation hospitals. It also provides financing to healthcare
providers.
OMEGA Healthcare Investors, Inc., headquartered in Ann Arbor, Michigan,
is a self-managed real estate investment trust which owns and leases
property, mainly healthcare facilities. The company also provides
mortgage financing secured by income-producing healthcare facilities,
with a focus on long-term care facilities located mainly in the United
States.
Pan Pacific Retail Properties, Inc., headquartered in Vista, California,
is a self-managed real estate investment trust which owns, manages,
leases, acquires and develops shopping centers located primarily in the
western United States.
Post Properties, Inc., headquartered in Atlanta, Georgia, is a self-
managed real estate investment trust which owns interests in and
operates multifamily apartment communities in Georgia, Arizona,
Colorado, Florida, North Carolina, Tennessee and Texas. The company also
manages other properties through affiliates for third parties.
ProLogis Trust, headquartered in Aurora, Colorado, is a self-managed
real estate investment trust which acquires, develops, markets, leases,
operates and manages distribution, light manufacturing and temperature-
controlled facilities located primarily in full-service, master-planned
business parks.
Reckson Associates Realty Corporation, headquartered in Melville, New
York, is a self-managed real estate investment trust which owns and
manages Class A suburban office and industrial properties in the New
York tri-state area.
Storage USA, Inc., headquartered in Memphis, Tennessee, is a self-
managed real estate investment trust which manages, owns, develops and
acquires self-storage facilities which are located throughout the United
States and Washington D.C.
Sun Communities, Inc., headquartered in Farmington Hills, Michigan, is a
self-managed real estate investment trust which, through subsidiaries,
owns and operates manufactured housing and recreational communities
concentrated in the midwestern and southeastern United States.
World Wide Wireless.
Both the World Wide Wireless Select Portfolio Series and the World Wide
Wireless Portfolio Series contain common stocks of the following
companies:
Communication Services (Domestic)
_________________________________
ALLTEL Corporation, headquartered in Little Rock, Arkansas, through
subsidiaries, provides wireline local, long-distance, network access and
Internet services; wireless communications and information processing
Page 23
management services; and advanced applications software. The company
also publishes telephone directories.
AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; and billing, directory and calling card services.
Nextel Communications, Inc. (Class A), headquartered in Reston,
Virginia, with subsidiaries, provides a wide array of digital and analog
wireless communications services throughout the United States. The
company markets its products under the "Nextel" brand name.
SBC Communications Inc., headquartered in San Antonio, Texas, provides
landline and wireless telecommunications services and equipment,
directory advertising, publishing and cable television services.
Sprint Corp. (PCS Group), headquartered in Kansas City, Missouri,
operates the largest 100% digital, 100% personal cellular communication
system ("PCS") nationwide wireless network in the United States.
United States Cellular Corporation, headquartered in Chicago, Illinois,
owns, operates and invests in cellular telephone systems throughout the
United States.
VoiceStream Wireless Corporation, headquartered in Bellevue, Washington,
provides personal communications services (PCS) in urban areas primarily
in the western United States. The company markets its products under the
"VoiceStream" brand name.
Communication Services (International)
______________________________________
Cable & Wireless Plc (ADR), headquartered in London, England, operates
as an international provider of telecommunications and multimedia
communications services in more than 70 countries, including the United
Kingdom, Australia, the Caribbean, Hong Kong, Japan and the United
States. The company also operates a fleet of vessels and submersible
vehicles for laying and burying cable.
China Telecom (Hong Kong) Limited (ADR), headquartered in Wanchai, Hong
Kong, provides cellular telecommunications services in Guangdong and
Zhejiang, among the most economically developed provinces in the
People's Republic of China.
Deutsche Telekom AG (ADR), headquartered in Bonn, Germany, is one of
Europe's, and the world's, largest telecommunications services
providers. The company offers domestic and international public fixed-
link voice telephone service in Germany. The company also offers data
transmission services, network services, on-line services, telephone
directory publishing, dial-in information lines, paging and mobile
telecommunications services, and supplies and services
telecommunications equipment.
Millicom International Cellular S.A., headquartered in Bertrange,
Luxembourg, develops and operates cellular telephone networks under
licenses in numerous countries, mainly in emerging markets in Africa,
Asia, Europe and Latin America.
NTT Mobile Communications Network, Inc. (ADR), headquartered in Tokyo,
Japan, provides various types of telecommunications services including
cellular phone, personal handyphone system (PHS), paging, and other
telephone, satellite mobile communication and wireless Private Branch
Exchange (PBX) system services. The company also sells cellular phones,
PNS, car phones and pagers.
Telecom Italia SpA (ADR), headquartered in Rome, Italy, is the financial
parent of companies operating in the fields of telecommunications,
manufacturing, electronics and network construction. The company's
subsidiaries are also active in publishing, telematics information and
auxiliary services.
Telefonica S.A. (ADR), headquartered in Madrid, Spain, is the exclusive
supplier of voice telephone services in Spain under a contract with the
Spanish State. The company also provides telecommunications services in
Argentina, Brazil, El Salvador, Peru, Portugal, Puerto Rico, the United
States and Venezuela.
Vodafone AirTouch Plc (ADR), headquartered in Newbury, Berkshire,
England, provides mobile telecommunication services, supplying its
customers with digital and analog cellular telephone, paging and
personal communications services. The company offers its services in
many countries, including Australia, Egypt, Fiji, France, Germany,
Greece, Malta, the Netherlands, New Zealand, South Africa, Sweden,
Uganda and the United States.
Communications Equipment
________________________
Conexant Systems, Inc., headquartered in Newport Beach, California,
Page 24
makes semiconductor products for communications applications. The
company's applications include personal computing, digital information
and entertainment, wireless communications and network access.
LM Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.
Harmonic Inc., headquartered in Sunnyvale, California, designs,
manufactures and markets digital and fiberoptic systems. The company's
systems enable cable, satellite and wireless operators to deliver video,
Internet, telephony and high-speed data services. The company's
"TRANsend" digital product line combines and customizes content from a
variety of sources.
Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.
Motorola, Inc., headquartered in Schaumburg, Illinois, designs, makes
and sells, mainly under the "Motorola" brand name, two-way land mobile
communication systems, paging and wireless data systems, personal
communications equipment and systems; semiconductors; and electronic
equipment for military and aerospace use.
Nokia Oy (ADR), headquartered in Espoo, Finland, supplies
telecommunications systems and equipment, including mobile phones,
battery chargers for mobile phones, computer monitors, multimedia
network terminals and satellite receivers. The company provides its
products and services worldwide.
Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.
Powerwave Technologies, Inc., headquartered in Irvine, California,
designs, manufactures and markets ultra-linear radio frequency power
amplifiers for use in the wireless communications market worldwide. The
company manufactures both single- and multi-carrier radio frequency
power amplifiers for a variety of frequency ranges and transmission
protocols.
QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones and infrastructure products, transportation management
information systems and ground stations, and phones for the low-earth-
orbit satellite communications system.
RF Micro Devices, Inc., headquartered in Greensboro, North Carolina,
designs, develops and markets proprietary radio frequency integrated
circuits for wireless communications applications such as cellular and
PCS, cordless telephony, wireless security and remote meter reading.
We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:
- - The aggregate underlying value of the Securities;
- - The amount of any cash in the Income and Capital Accounts;
- - Dividends receivable on Securities; and
- - The total sales charge (which combines an initial upfront sales charge
and a deferred sales charge).
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.
Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for a Trust's organization
costs (including costs of preparing the registration statement, the
Indenture and other closing documents, registering Units with the
Securities and Exchange Commission ("SEC") and states, the initial audit
of each Trust portfolio, legal fees and the initial fees and expenses of
Page 25
the Trustee) will be purchased in the same proportionate relationship as
all the Securities contained in a Trust. Securities will be sold to
reimburse the Sponsor for a Trust's organization costs at the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period (a significantly shorter time period than the life of
the Trusts). During the period ending with the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period, there may be a decrease in the value of the Securities. To the
extent the proceeds from the sale of these Securities are insufficient
to repay the Sponsor for Trust organization costs, the Trustee will sell
additional Securities to allow a Trust to fully reimburse the Sponsor.
In that event, the net asset value per Unit of a Trust will be reduced
by the amount of additional Securities sold. Although the dollar amount
of the reimbursement due to the Sponsor will remain fixed and will never
exceed the per Unit amount set forth for a Trust in "Notes to Statements
of Net Assets," this will result in a greater effective cost per Unit to
Unit holders for the reimbursement to the Sponsor. To the extent actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of a Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will
maintain the same proportionate relationship among the Securities
contained in a Trust as existed prior to such sale.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Minimum Purchase.
The minimum amount you can purchase of a Trust is $1,000 worth of Units
($500 if you are purchasing Units for your Individual Retirement Account
or any other qualified retirement plan).
Sales Charges.
The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is initially equal to approximately 1.00% of the Public
Offering Price of a Unit. This initial sales charge is actually equal to
the difference between the maximum sales charge for each Trust (3.25% of
the Public Offering Price for each Select Portfolio Series and 4.50% of
the Public Offering Price for each Portfolio Series) and the maximum
remaining deferred sales charge (initially $.225 per Unit for each
Select Portfolio Series and $.35 per Unit for each Portfolio Series).
The initial sales charge will vary from 1.00% with changes in the
aggregate underlying value of the Securities, changes in the Income and
Capital Accounts and as deferred sales charge payments are made. In
addition, five monthly deferred sales charge payments of $.045 per Unit
in the case of each Select Portfolio Series or $.07 per Unit in the case
of each Portfolio Series will be deducted on the 20th day of each month
from July 20, 2000 through November 20, 2000.
If you purchase Units after the last deferred sales charge payment has
been assessed, your sales charge will consist of a one-time initial
sales charge of 3.25% of the Public Offering Price per Unit (equivalent
to 3.359% of the net amount invested) for each Select Portfolio Series
and 4.50% of the Public Offering Price per Unit (equivalent to 4.712% of
the net amount invested) for each Portfolio Series. For each Portfolio
Series, the sales charge will be reduced by 1/2 of 1% on each subsequent
December 31, commencing December 31, 2000, to a minimum sales charge of
3.00%.
Discounts for Certain Persons.
If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced as
follows for each Select Portfolio Series:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 3.00%
$100 but less than $150 2.75%
$150 but less than $500 2.40%
$500 but less than $1,000 2.25%
$1,000 or more 1.50%
Page 26
For each Portfolio Series:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%
* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trusts in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Any reduced sales charge is the responsibility of the party
making the sale.
If you own units of any other unit investment trusts sponsored by us you
may use your redemption or termination proceeds from these trusts to
purchase Units of the Trusts subject only to any remaining deferred
sales charge to be collected on Units of the Trusts. Please note that
you will be charged the amount of any remaining deferred sales charge on
units you redeem when you redeem them.
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- - Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons).
If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, you may
purchase Units at the Public Offering Price, subject only to the
Sponsor's retention of the sales charge. See "Distribution of Units-
Dealer Concessions."
You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, you will be credited the difference
between your maximum sales charge and the maximum deferred sales charge
at the time you buy your Units.
The Value of the Securities.
The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Page 27
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current ask prices are unavailable, the
valuation is generally determined:
a) On the basis of current ask prices for comparable securities;
b) By appraising the value of the Securities on the ask side of the
market; or
c) By any combination of the above.
After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
Dealer Concessions.
For the Select Portfolio Series, dealers and other selling agents can
purchase Units at prices which reflect a concession or agency commission
of 2.75% of the Public Offering Price per Unit. However, for Units sold
subject only to any remaining deferred sales charge, the amount will be
reduced to $0.175 per Unit for Units sold subject to the maximum
deferred sales charge or 78% of the then current maximum remaining
deferred sales charge on Units sold subject to less than the maximum
deferred sales charge.
Dealers and other selling agents who sell Units of the Select Portfolio
Series during the initial offering period in the dollar amounts shown
below will be entitled to the following additional sales concessions as
a percentage of the Public Offering Price:
Total Sales
per Trust Additional
(in millions): Concession:
_________________ ___________
$15 but less than $25 .015%
$25 but less than $40 .025%
$40 but less than $50 .050%
$50 but less than $75 .125%
$75 but less than $100 .150%
$100 or more .200%
For the Portfolio Series, dealers and other selling agents can purchase
Units at prices which reflect a concession or agency commission of 3.2%
of the Public Offering Price per Unit (or 65% of the maximum sales
charge after December 31, 2000). However, dealers and other selling
agents will receive a concession on the sale of Units subject only to
any remaining deferred sales charge equal to $.22 per Unit on Units sold
subject to the maximum deferred sales charge or 63% of the then current
maximum remaining deferred sales charge on Units sold subject to less
than the maximum deferred sales charge. Dealers and other selling agents
will receive an additional volume concession or agency commission on the
sale of Portfolio Series Units equal to .30% of the Public Offering
Price if they purchase at least $100,000 worth of Units of the Portfolio
Series on the Initial Date of Deposit or $250,000 on any day thereafter
or if they were eligible to receive a similar concession in connection
with sales of similarly structured trusts sponsored by us which are
currently in the initial offering period.
Dealers and other selling agents who sell Units of the Portfolio Series
during the initial offering period in the dollar amounts shown below
will be entitled to the following additional sales concessions as a
percentage of the Public Offering Price:
Total Sales
per Trust Additional
(in millions): Concession:
_________________ ___________
$1 but less than $2 .10%
$2 but less than $3 .15%
$3 but less than $10 .20%
$10 or more .30%
For all Trusts, dealers and other selling agents who, during any
consecutive 12-month period, sell at least $2 billion worth of primary
market units of unit investment trusts sponsored by us will receive a
concession of $30,000 in the month following the achievement of this
level. We reserve the right to change the amount of concessions or
agency commissions from time to time. Certain commercial banks may be
making Units of the Trusts available to their customers on an agency
basis. A portion of the sales charge paid by these customers is kept by
or given to the banks in the amounts shown above.
Page 28
Award Programs.
From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Forbes or Fortune. The investment characteristics of each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to a Trust is considered
a profit or loss (see Note 2 of "Notes to Schedules of Investments").
During the initial offering period, dealers and others may also realize
profits or sustain losses as a result of fluctuations in the Public
Offering Price they receive when they sell the Units.
In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and in the case of the Portfolio Series, costs incurred in
annually updating the Portfolio Series' registration statements. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF
YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem
your Units before you have paid the total deferred sales charge on your
Units, you will have to pay the remainder at that time.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of each Trust are listed under "Fee
Table." If actual expenses of a Trust exceed the estimate, that Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such Trust if funds are available, and then
from the Capital Account. The Income and Capital Accounts are
noninterest-bearing to Unit holders, so the Trustee may earn interest on
these funds, thus benefiting from their use.
Page 29
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. For the Portfolio Series, legal and regulatory
filing fees and expenses associated with updating those Trusts'
registration statements yearly are also now chargeable to such Trusts.
Historically, we paid these fees and expenses. There are no such fees
and expenses that will be charged to the Select Portfolio Series. First
Trust Advisors L.P., an affiliate of ours, acts as both Portfolio
Supervisor and Evaluator to the Trusts and will receive the fees set
forth under "Fee Table" for providing portfolio supervisory and
evaluation services to the Trusts. In providing portfolio supervisory
services, the Portfolio Supervisor may purchase research services from a
number of sources, which may include underwriters or dealers of the
Trusts.
The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.
In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:
- - All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- - The expenses and costs incurred by the Trustee to protect a Trust and
your rights and interests;
- - Fees for any extraordinary services the Trustee performed under the
Indenture;
- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of a Trust;
- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and/or
- - All taxes and other government charges imposed upon the Securities or
any part of a Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trusts. If there is not
enough cash in the Income or Capital Account, the Trustee has the power
to sell Securities in a Trust to make cash available to pay these
charges which may result in capital gains or losses to you. See "Tax
Status."
The Portfolio Series will be audited annually. So long as we are making
a secondary market for Units, we will bear the cost of these annual
audits to the extent the costs exceed $0.0050 per Unit. Otherwise, the
Portfolio Series will pay for the audit. You can request a copy of the
audited financial statements from the Trustee.
Tax Status
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trusts. This section is current as
of the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.
Grantor Trusts.
The following applies only to e-Infrastructure Select Portfolio Series,
World Wide Wireless Select Portfolio Series, e-Infrastructure Portfolio
Series and World Wide Wireless Portfolio Series.
Trust Status.
The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of
Page 30
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by your Trust. This is
true even if you elect to have your distributions automatically
reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales charge.
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units
among each Security or other Trust asset ratably according to their
value on the date you purchase your Units. In certain circumstances,
however, you may have to adjust your tax basis after you purchase your
Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units to determine the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations.
In-Kind Distributions.
Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") when you redeem your Units or at
a Trust's termination. If you request an In-Kind Distribution you will
be responsible for any expenses related to this distribution. By
electing to receive an In-Kind Distribution, you will receive an
undivided interest in whole shares of stock plus, possibly, cash.
You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by a Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by a Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of a Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by a Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trusts as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Distributions by a Trust that are treated as U.S. source income
(e.g., dividends received on Securities of domestic corporations) will
generally be subject to U.S. income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign
corporations or other non- U.S. persons, subject to any
applicable treaty. However, distributions by a Trust that are derived
from dividends of Securities of a foreign corporation and that are not
effectively connected to your conduct of a trade or business within the
United States will generally not be subject to U.S. income
taxation and withholding in the case of Units held by non-resident alien
individuals, foreign corporations or other non- U.S. persons,
provided that less than 25% of the gross income of the foreign
corporation over the three-year period ending with the close of the
taxable year preceding payment was effectively connected to the conduct
of a trade or business within the United States.
Some distributions by a Trust may be subject to foreign withholding taxes.
Any dividends withheld will nevertheless be treated as income to you.
However, because you are deemed to have paid directly your share of foreign
taxes that have been paid or accrued by a Trust, you may be entitled to a
foreign tax credit or deduction for U.S. tax purposes with respect to such
taxes.
Page 31
Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Trusts will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes.
Regulated Investment Company.
The following applies only to REIT Growth & Income Portfolio, Series 3.
Trust Status.
The Trust intends to qualify as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended. If the Trust does in fact
qualify as a regulated investment company and distributes its income as
required by tax law, the Trust generally will not be subject to federal
income taxes or excise taxes on income earned from the Securities. You,
however, will be subject to federal income taxes on dividends you
receive from the Trust.
Ordinary Income Distributions.
Distributions of the Trust's income, unless designated as capital gain
dividends, will generally be taxable to you as ordinary income. To the
extent distributions in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of
capital and will reduce your basis or be treated as a gain from the sale
of Units to the extent they exceed your basis. Distributions from the
Trust are not eligible for the 70% dividends received deduction for
corporations. Under certain circumstances, distributions made to you in
January must be treated for federal income tax purposes as having been
received by you on December 31 of the previous year.
Capital Gains Dividends, Your Tax Basis and Income or Loss upon
Disposition.
Distributions of net capital gain from the Trust which are designated by
the Trust as capital gain dividends will generally be taxable to you as
long-term capital gain, regardless of how long you have owned your
Units. However, if you receive a capital gain dividend and sell your
Units prior to holding them for six months, the loss will be
recharacterized as long-term capital loss to the extent of the long-term
capital gain received as a dividend.
In addition, the Trust may designate some capital gain dividends as
"unrecaptured Section 1250 gain distributions," in which case the
dividend would be subject to a maximum tax rate of 25% (rather than
20%). You will generally recognize capital gain or loss when you dispose
of your Units (by sale, redemption or otherwise). To determine the
amount of this gain or loss, you must subtract your tax basis in your
Units from what you receive in the transaction. Your tax basis in your
Units is generally equal to the cost of your Units. In some cases,
however, you may have to adjust your tax basis after you purchase your
Units.
If you are an individual, the federal tax rate for net capital gain
(except for unrecaptured Section 1250 gains, as discussed above) is
generally 20% (10% for certain taxpayers in the lowest tax bracket). Net
capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if
the holding period for the asset is more than one year and is short-term
if the holding period for the asset is one year or less. You must
exclude the date you purchase your Units to determine the holding period
of your Units. The tax rates for capital gains realized from assets held
for one year or less are generally the same as for ordinary income.
In-Kind Distributions
Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") when you redeem your Units or at
the Trust's termination. If you request an In-Kind Distribution you will
be responsible for any expenses related to this distribution. This
transaction, however, is subject to taxation and you will recognize gain
or loss, generally based on the value at that time, of the Securities
received.
Limitations on the Deductibility of Trust Expenses.
Certain miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted
gross income. Miscellaneous itemized deductions subject to this
limitation do not include expenses incurred by the Trust so long as the
Units are held by or for 500 or more persons at all times during the
taxable year or another exception is met. In the event the Units are
held by fewer than 500 persons, additional taxable income may be
realized by the individual (and other noncorporate) Unit holders in
excess of the distributions received from the Trust.
Page 32
Foreign Investors.
If you are a foreign investor, subject to applicable tax treaties,
distributions from the Trust which constitute dividends for U.S. federal
income tax purposes (other than dividends designated by the Trust as
capital gain dividends) will be subject to U.S. income taxes, including
withholding taxes. Distributions designated as capital gain dividends
should not be subject to U.S. federal income taxes, including
withholding taxes, provided certain conditions are met. You should
consult your tax advisor with respect to the conditions you must meet in
order to be exempt for U.S. tax purposes.
Retirement Plans
You may purchase Units of the Trusts for:
- - Individual Retirement Accounts;
- - Keogh Plans;
- - Pension funds; and
- - Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:
- - A written initial transaction statement containing a description of
the Trust;
- - The number of Units issued or transferred;
- - Your name, address and Taxpayer Identification Number ("TIN");
- - A notation of any liens or restrictions of the issuer and any adverse
claims; and
- - The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
- - A summary of transactions in your Trust for the year;
- - Any Securities sold during the year and the Securities held at the end
of that year by your Trust;
Page 33
- - The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
- - Amounts of income and capital distributed during the year.
You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.
The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of
a Trust exceed amounts in the Income Account on the Income Distribution
Dates. Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. If the Trustee does not have your TIN, it is required to
withhold a certain percentage of your distribution and deliver such
amount to the Internal Revenue Service ("IRS"). You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has
your TIN to avoid this "back-up withholding."
We anticipate that there will be enough money in the Capital Account of
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.
Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of such Trust.
Distribution Reinvestment Option. You may elect to have each distribution of
income and/or capital reinvested into additional Units of your Trust, except
for REIT Growth & Income Portfolio, Series 3, by notifying the Trustee at
least 10 days before any Record Date. There is no distribution reinvestment
option for REIT Growth & Income Portfolio, Series 3. Each later distribution
of income and/or capital on your Units will be reinvested by the Trustee
into additional Units of your Trust. You will have to pay the remaining
deferred sales charge on any Units acquired pursuant to this distribution
reinvestment option. This option may not be available in all states. PLEASE
NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED
DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
Page 34
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."
If you tender 1,000 Units or more for redemption, rather than receiving
cash, you may elect to receive an In-Kind Distribution in an amount
equal to the Redemption Price per Unit by making this request in writing
to the Trustee at the time of tender. However, no In-Kind Distribution
requests submitted during the nine business days prior to a Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee
will make an In-Kind Distribution by distributing each of the Securities
in book-entry form to your bank or broker/dealer account at the
Depository Trust Company. The Trustee will subtract any customary
transfer and registration charges from your In-Kind Distribution. As a
tendering Unit holder, you will receive your pro rata number of whole
shares of the Securities that make up the portfolio, and cash from the
Capital Account equal to the fractional shares to which you are
entitled. If you elect to receive an In-Kind Distribution of Securities
contained in REIT Growth & Income Portfolio, Series 3, you should be aware
that it will be considered a taxable event at the time you receive the
Securities. See "Tax Status" for additional information.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of a Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- - If the NYSE is closed (other than customary weekend and holiday
closings);
- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- - For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;
2. the aggregate value of the Securities held in a Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of a Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of a Trust, if any;
4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made; and
5. other liabilities incurred by a Trust; and
dividing
1. the result by the number of outstanding Units of a Trust.
Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."
Removing Securities from a Trust
The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- - The issuer of the Security defaults in the payment of a declared
dividend;
- - Any action or proceeding prevents the payment of dividends;
- - There is any legal question or impediment affecting the Security;
- - The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
Page 35
damage the sound investment character of the Security;
- - The issuer has defaulted on the payment of any other of its
outstanding obligations; or
- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to a Trust.
Except in the limited instance in which a Trust acquires Replacement
Securities, as described in "The FT Series," a Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trusts, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by a Trust, at our instruction,
they will either be sold or held in such Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account for distribution to Unit holders
or to meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for a Trust to facilitate selling
Securities, exchanged securities or property from the Trusts. If we or
our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.
The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- - To cure ambiguities;
- - To correct or supplement any defective or inconsistent provision;
- - To make any amendment required by any governmental agency; or
- - To make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" for each Trust. The Trusts may be terminated earlier:
- - Upon the consent of 100% of the Unit holders of a Trust;
- - If the value of the Securities owned by a Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or
- - In the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. If a Trust is terminated due to this last reason,
we will refund your entire sales charge; however, termination of a Trust
before the Mandatory Termination Date for any other stated reason will
result in all remaining unpaid deferred sales charges on your Units
being deducted from your termination proceeds. For various reasons, a
Trust may be reduced below the Discretionary Liquidation Amount and
could therefore be terminated before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Page 36
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.
If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. If you elect to receive an In-Kind Distribution of Securities
contained in REIT Growth & Income Portfolio, Series 3 at termination, you
should be aware that it will be considered a taxable event at the time you
receive the Securities. See "Tax Status" for additional information. You
must notify the Trustee at least ten business days prior to the
Mandatory Termination Date if you elect this In-Kind Distribution
option. If you do not elect to participate in the In-Kind Distribution
option, you will receive a cash distribution from the sale of the
remaining Securities, along with your interest in the Income and Capital
Accounts, within a reasonable time after such Trust is terminated.
Regardless of the distribution involved, the Trustee will deduct from
the Trusts any accrued costs, expenses, advances or indemnities provided
for by the Indenture, including estimated compensation of the Trustee
and costs of liquidation and any amounts required as a reserve to pay
any taxes or other governmental charges.
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:
- - The First Trust Combined Series
- - FT Series (formerly known as The First Trust Special Situations Trust)
- - The First Trust Insured Corporate Trust
- - The First Trust of Insured Municipal Bonds
- - The First Trust GNMA
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $25 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.
We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1998, the total partners' capital of
Nike Securities L.P. was $18,506,548 (audited).
This information refers only to us and not to the Trusts or to any
series of the Trusts or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised 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 has not participated in selecting the Securities for the
Trusts; it only provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
Page 37
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- - Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;
- - Terminate the Indenture and liquidate the Trusts; or
- - Continue to act as Trustee without terminating the Indenture.
The Evaluator.
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
Page 38
This page is intentionally left blank.
Page 39
FIRST TRUST (registered trademark)
e-Infrastructure Select Portfolio Series
World Wide Wireless Select Portfolio Series
e-Infrastructure Portfolio Series
REIT Growth & Income Portfolio, Series 3
World Wide Wireless Portfolio Series
FT 392
Sponsor:
NIKE SECURITIES L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to the above-mentioned
unit investment trusts, but does not contain all of the information
about this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:
- - Securities Act of 1933 (file no. 333-91667) and
- - Investment Company Act of 1940 (file no. 811-05903)
Information about the Trust can be reviewed and copied at the Securities
and Exchange Commission's Public Reference Room in Washington D.C.
Information regarding the operation of the Commission's Public Reference
Room may be obtained by calling the Commission at 1-202-942-8090.
Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at
http://www.sec.gov
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: [email protected]
December 9, 1999
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 40
First Trust (registered trademark)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 392 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.
This Information Supplement is dated December 9, 1999. Capitalized terms
have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Litigation
Microsoft Corporation 2
Concentrations
Communications 2
Real Estate Investment Trusts ("REITs") 3
Technology 4
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Common stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities.
The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy.
Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
Page 1
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the U.S. dollar value of these securities will vary
with fluctuations in the U.S. dollar foreign exchange rates for the
various Securities.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of the Trusts to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trusts relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.
Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trusts will generally be effected only in foreign securities
markets. Although the Sponsor does not believe that the Trusts will
encounter obstacles in disposing of the Securities, investors should
realize that the Securities may be traded in foreign countries where the
securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will
be adversely affected if trading markets for the Securities are limited
or absent.
Litigation
Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice,
several state Attorneys General and Caldera, Inc. The complaints against
Microsoft include copyright infringement, unfair competition and anti-
trust violations. The claims seek injunctive relief and monetary
damages. As of November 5, 1999, Microsoft's management asserted that
resolving these matters will not have a material adverse impact on its
financial position or its results of operation.
Concentrations
Communications. An investment in Units of the World Wide Wireless Select
Portfolio Series and World Wide Wireless Portfolio Series should be made
with an understanding of the problems and risks such an investment may
entail. The market for high-technology communications products and
services is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful
introduction of new products and services. An unexpected change in one
or more of the technologies affecting an issuer's products or in the
market for products based on a particular technology could have a
material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be
able to respond in a timely manner to compete in the rapidly developing
marketplace.
The communications industry is subject to governmental regulation.
However, as market forces develop, the government will continue to
deregulate the communications industry, promoting vigorous economic
competition and resulting in the rapid development of new communications
technologies. The products and services of communications companies may
be subject to rapid obsolescence. These factors could affect the value
of the Trust's Units. For example, while telephone companies in the
United States are subject to both state and federal regulations
affecting permitted rates of returns and the kinds of services that may
be offered, the prohibition against phone companies delivering video
services has been lifted. This creates competition between phone
companies and cable operators and encourages phone companies to
modernize their communications infrastructure. Certain types of
companies represented in the Trust's portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid
price volatility.
Many communications companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect
Page 2
their proprietary rights in their products and technologies. There can
be no assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology.
Real Estate Investment Trusts ("REITs"). An investment in the Trust
should be made with an understanding of risks inherent in an investment
in REITs specifically and real estate generally (in addition to
securities market risks). Generally, these include economic recession,
the cyclical nature of real estate markets, competitive overbuilding,
unusually adverse weather conditions, changing demographics, changes in
governmental regulations (including tax laws and environmental,
building, zoning and sales regulations), increases in real estate taxes
or costs of material and labor, the inability to secure performance
guarantees or insurance as required, the unavailability of investment
capital and the inability to obtain construction financing or mortgage
loans at rates acceptable to builders and purchasers of real estate.
Additional risks include an inability to reduce expenditures associated
with a property (such as mortgage payments and property taxes) when
rental revenue declines, and possible loss upon foreclosure of mortgaged
properties if mortgage payments are not paid when due.
REITs are financial vehicles that have as their objective the pooling of
capital from a number of investors in order to participate directly in
real estate ownership or financing. REITs are generally fully integrated
operating companies that have interests in income-producing real estate.
Equity REITs emphasize direct property investment, holding their
invested assets primarily in the ownership of real estate or other
equity interests. REITs obtain capital funds for investment in
underlying real estate assets by selling debt or equity securities in
the public or institutional capital markets or by bank borrowing. Thus,
the returns on common equities of the REITs in which the Trust invests
will be significantly affected by changes in costs of capital and,
particularly in the case of highly "leveraged" REITs (i.e., those with
large amounts of borrowings outstanding), by changes in the level of
interest rates. The objective of an equity REIT is to purchase income-
producing real estate properties in order to generate high levels of
cash flow from rental income and a gradual asset appreciation, and they
typically invest in properties such as office, retail, industrial, hotel
and apartment buildings and healthcare facilities.
REITs are a creation of the tax law. REITs essentially operate as a
corporation or business trust with the advantage of exemption from
corporate income taxes provided the REIT satisfies the requirements of
Sections 856 through 860 of the Internal Revenue Code. The major tests
for tax-qualified status are that the REIT (i) be managed by one or more
trustees or directors, (ii) issue shares of transferable interest to its
owners, (iii) have at least 100 shareholders, (iv) have no more than 50%
of the shares held by five or fewer individuals, (v) invest
substantially all of its capital in real estate related assets and
derive substantially all of its gross income from real estate related
assets and (vi) distributed at least 95% of its taxable income to its
shareholders each year. If any REIT in the Trust's portfolio should fail
to qualify for such tax status, the related shareholders (including the
Trust) could be adversely affected by the resulting tax consequences.
The underlying value of the Securities and the Trust's ability to make
distributions to Unit holders may be adversely affected by changes in
national economic conditions, changes in local market conditions due to
changes in general or local economic conditions and neighborhood
characteristics, increased competition from other properties,
obsolescence of property, changes in the availability, cost and terms of
mortgage funds, the impact of present or future environmental
legislation and compliance with environmental laws, the ongoing need for
capital improvements, particularly in older properties, changes in real
estate tax rates and other operating expenses, regulatory and economic
impediments to raising rents, adverse changes in governmental rules and
fiscal policies, dependency on management skill, civil unrest, acts of
God, including earthquakes and other natural disasters (which may result
in uninsured losses), acts of war, adverse changes in zoning laws, and
other factors which are beyond the control of the issuers of the REITs
in a Trust. The value of the REITs may at times be particularly
sensitive to devaluation in the event of rising interest rates.
REITs may concentrate investments in specific geographic areas or in
specific property types, i.e., hotels, shopping malls, residential
complexes and office buildings. The impact of economic conditions on
REITs can also be expected to vary with geographic location and property
type. Investors should be aware the REITs may not be diversified and are
subject to the risks of financing projects. REITs are also subject to
defaults by borrowers, self-liquidation, the market's perception of the
REIT industry generally, and the possibility of failing to qualify for
pass-through of income under the Internal Revenue Code, and to maintain
exemption from the Investment Company Act of 1940. A default by a
borrower or lessee may cause the REIT to experience delays in enforcing
its right as mortgagee or lessor and to incur significant costs related
to protecting its investments. In addition, because real estate
generally is subject to real property taxes, the REITs in the Trust may
be adversely affected by increases or decreases in property tax rates
and assessments or reassessments of the properties underlying the REITs
by taxing authorities. Furthermore, because real estate is relatively
illiquid, the ability of REITs to vary their portfolios in response to
changes in economic and other conditions may be limited and may
adversely affect the value of the Units. There can be no assurance that
Page 3
any REIT will be able to dispose of its underlying real estate assets
when advantageous or necessary.
The issuer of REITs generally maintains comprehensive insurance on
presently owned and subsequently acquired real property assets,
including liability, fire and extended coverage. However, certain types
of losses may be uninsurable or not be economically insurable as to
which the underlying properties are at risk in their particular locales.
There can be no assurance that insurance coverage will be sufficient to
pay the full current market value or current replacement cost of any
lost investment. Various factors might make it impracticable to use
insurance proceeds to replace a facility after it has been damaged or
destroyed. Under such circumstances, the insurance proceeds received by
a REIT might not be adequate to restore its economic position with
respect to such property.
Under various environmental laws, a current or previous owner or
operator of real property may be liable for the costs of removal or
remediation of hazardous or toxic substances on, under or in such
property. Such laws often impose liability whether or not the owner or
operator caused or knew of the presence of such hazardous or toxic
substances and whether or not the storage of such substances was in
violation of a tenant's lease. In addition, the presence of hazardous or
toxic substances, or the failure to remediate such property properly,
may adversely affect the owner's ability to borrow using such real
property as collateral. No assurance can be given that one or more of
the REITs in the Trust may not be presently liable or potentially liable
for any such costs in connection with real estate assets they presently
own or subsequently acquire while such REITs are held in the Trust.
Technology. An investment in Units of the Trusts should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers
and peripherals, software and services, data networking/communications
equipment, internet access/information providers, semiconductors and
semiconductor equipment and other related products, systems and
services. The market for these products, especially those specifically
related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Securities in
the Trust.
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
Page 4
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
Page 5
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
The Registrant, FT 392, hereby identifies The First Trust
Special Situations Trust, Series 4; The First Trust Special
Situations Trust, Series 18; The First Trust Special Situations
Trust, Series 69; The First Trust Special Situations Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The First Trust Special Situations Trust, Series 190; FT 286; and
The First Trust Combined Series 272 for 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 it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 392, has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on December 9, 1999.
FT 392
By NIKE SECURITIES L.P.
Depositor
By Robert M. Porcellino
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
David J. Allen Sole Director )
of Nike Securities )
Corporation, the ) December 9, 1999
General Partner of )
Nike Securities L.P.)
)
)
) Robert M. Porcellino
) Attorney-in-Fact**
)
)
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Combined Series 258 (File No. 33-63483) and
the same is hereby incorporated herein by this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 9, 1999 in
Amendment No. 2 to the Registration Statement (Form S-6) (File
No. 333-91667) and related Prospectus of FT 392.
ERNST & YOUNG LLP
Chicago, Illinois
December 9, 1999
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43693] filed on behalf of The First Trust Special
Situations Trust, Series 22).
1.1.1 Form of Trust Agreement for FT 392 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as
Trustee, First Trust Advisors L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).
S-5
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
63483] filed on behalf of The First Trust Combined
Series 258).
S-6
MEMORANDUM
FT 392
File No. 333-91667
The Prospectus and the Indenture filed with Amendment No. 2
of the Registration Statement on Form S-6 have been revised to
reflect information regarding the execution of the Indenture and
the deposit of Securities on December 9, 1999 and to set forth
certain statistical data based thereon. In addition, there are a
number of other changes described below.
THE PROSPECTUS
Cover Page The date of the Trusts has been added.
Pages 3-4 The following information for the Trusts appears:
The Aggregate Value of Securities initially
deposited have been added.
The initial number of units of the Trusts
Sales charge
The Public Offering Price per Unit as of the
business day before the Initial Date of Deposit
The Mandatory Termination Date has been added.
Page 7 The Report of Independent Auditors has been
completed.
Pages 8-9 The Statements of Net Assets have been completed.
Pages 10-15 The Schedules of Investments have been completed.
Back Cover The date of the Prospectus has been included.
THE TRUST AGREEMENT AND STANDARD TERMS AND CONDITIONS OF TRUST
The Trust Agreement has been conformed to reflect
the execution thereof.
CHAPMAN AND CUTLER
December 9, 1999
FT 392
TRUST AGREEMENT
Dated: December 9, 1999
The Trust Agreement among Nike Securities L.P., as Depositor, The Chase
Manhattan Bank, as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled
"Standard Terms and Conditions of Trust for The First Trust Special
Situations Trust, Series 22 and certain subsequent Series, Effective
November 20, 1991" (herein called the "Standard Terms and Conditions of
Trust"), and such provisions as are incorporated by reference constitute
a single instrument. All references herein to Articles and Sections are
to Articles and Sections of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, the Trustee, the Evaluator and the Portfolio
Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II and Part III hereof, all the
provisions contained in the Standard Terms and Conditions of Trust are
herein incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR E-INFRASTURCTURE SELECT PORTFOLIO SERIES
The following special terms and conditions are hereby agreed to:
A.The Securities initially deposited in the Trust pursuant to Section
2.01 of the Standard Terms and Conditions of Trust are set forth in the
Schedules hereto.
B.(1) The aggregate number of Units outstanding for the Trust on the
Initial Date of Deposit and the initial fractional undivided interest in
and ownership of the Trust represented by each Unit thereof are set
forth in the Prospectus in the section "Summary of Essential Information."
Documents representing this number of Units for the Trust are being
delivered by the Trustee to the Depositor pursuant to Section 2.03 of
the Standard Terms and Conditions of Trust.
C.The Percentage Ratio on the Initial Date of Deposit is as set forth in
the Prospectus under "Schedule of Investments."
D.The Record Date shall be as set forth in the prospectus under "Summary
of Essential Information."
E.The Distribution Date shall be as set forth in the Prospectus under
"Summary of Essential Information."
F.The Mandatory Termination Date for the Trust shall be as set forth in
the Prospectus under "Summary of Essential Information."
G.The Evaluator's compensation as referred to in Section 4.03 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0030 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Evaluator
provides services during less than the whole of such year). Such fee may
exceed the actual cost of providing such evaluation services for the
Trust, but at no time will the total amount received for evaluation
services rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the aggregate cost to
the Evaluator of supplying such services in such year.
H.The Trustee's Compensation Rate pursuant to Section 6.04 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0095 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year). However, in
no event, except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in any one
year from any Trust of less than $2,000 for such annual compensation.
I.The Initial Date of Deposit for the Trust is December 9, 1999.
J.The minimum amount of Securities to be sold by the Trustee pursuant to
Section 5.02 of the Indenture for the redemption of Units shall be 100
shares.
K. The Depositor's compensation for providing bookkeeping and other
administrative services as described in Section 3.14 of the Standard
Terms and Conditions of Trust shall be an annual fee in the amount of
$.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR WORLD WIDE WIRELESS SELECT PORTFOLIO SERIES
The following special terms and conditions are hereby agreed to:
A.The Securities initially deposited in the Trust pursuant to Section
2.01 of the Standard Terms and Conditions of Trust are set forth in the
Schedules hereto.
B.(1) The aggregate number of Units outstanding for the Trust on the
Initial Date of Deposit and the initial fractional undivided interest in
and ownership of the Trust represented by each Unit thereof are set
forth in the Prospectus in the section "Summary of Essential Information."
Documents representing this number of Units for the Trust are being
delivered by the Trustee to the Depositor pursuant to Section 2.03 of
the Standard Terms and Conditions of Trust.
C.The Percentage Ratio on the Initial Date of Deposit is as set forth in
the Prospectus under "Schedule of Investments."
D.The Record Date shall be as set forth in the prospectus under "Summary
of Essential Information."
E.The Distribution Date shall be as set forth in the Prospectus under
"Summary of Essential Information."
F.The Mandatory Termination Date for the Trust shall be as set forth in
the Prospectus under "Summary of Essential Information."
G.The Evaluator's compensation as referred to in Section 4.03 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0030 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Evaluator
provides services during less than the whole of such year). Such fee may
exceed the actual cost of providing such evaluation services for the
Trust, but at no time will the total amount received for evaluation
services rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the aggregate cost to
the Evaluator of supplying such services in such year.
H.The Trustee's Compensation Rate pursuant to Section 6.04 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0095 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year). However, in
no event, except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in any one
year from any Trust of less than $2,000 for such annual compensation.
I.The Initial Date of Deposit for the Trust is December 9, 1999.
J.The minimum amount of Securities to be sold by the Trustee pursuant to
Section 5.02 of the Indenture for the redemption of Units shall be 100
shares.
K. The Depositor's compensation for providing bookkeeping and other
administrative services as described in Section 3.14 of the Standard
Terms and Conditions of Trust shall be an annual fee in the amount of
$.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR E-INFRASTRUCTURE PORTFOLIO SERIES
The following special terms and conditions are hereby agreed to:
A.The Securities initially deposited in the Trust pursuant to Section
2.01 of the Standard Terms and Conditions of Trust are set forth in the
Schedules hereto.
B.(1) The aggregate number of Units outstanding for the Trust on the
Initial Date of Deposit and the initial fractional undivided interest in
and ownership of the Trust represented by each Unit thereof are set
forth in the Prospectus in the section "Summary of Essential Information."
Documents representing this number of Units for the Trust are being
delivered by the Trustee to the Depositor pursuant to Section 2.03 of
the Standard Terms and Conditions of Trust.
C.The Percentage Ratio on the Initial Date of Deposit is as set forth in
the Prospectus under "Schedule of Investments."
D.The Record Date shall be as set forth in the prospectus under "Summary
of Essential Information."
E.The Distribution Date shall be as set forth in the Prospectus under
"Summary of Essential Information."
F.The Mandatory Termination Date for the Trust shall be as set forth in
the Prospectus under "Summary of Essential Information."
G.The Evaluator's compensation as referred to in Section 4.03 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0030 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Evaluator
provides services during less than the whole of such year). Such fee may
exceed the actual cost of providing such evaluation services for the
Trust, but at no time will the total amount received for evaluation
services rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the aggregate cost to
the Evaluator of supplying such services in such year.
H.The Trustee's Compensation Rate pursuant to Section 6.04 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0095 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year). However, in
no event, except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in any one
year from any Trust of less than $2,000 for such annual compensation.
I.The Initial Date of Deposit for the Trust is December 9, 1999.
J.The minimum amount of Securities t o be sold by the Trustee pursuant
to Section 5.02 of the Indenture for the redemption of Units shall be
100 shares.
K. The Depositor's compensation for providing bookkeeping and other
administrative services as described in Section 3.14 of the Standard
Terms and Conditions of Trust shall be an annual fee in the amount of
$.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR REIT GROWTH & INCOME PORTFOLIO, SERIES 3
The following special terms and conditions are hereby agreed to:
A.The Securities initially deposited in the Trust pursuant to Section
2.01 of the Standard Terms and Conditions of Trust are set forth in the
Schedules hereto.
B.(1) The aggregate number of Units outstanding for the Trust on the
Initial Date of Deposit and the initial fractional undivided interest in
and ownership of the Trust represented by each Unit thereof are set
forth in the Prospectus in the section "Summary of Essential Information."
Documents representing this number of Units for the Trust are being
delivered by the Trustee to the Depositor pursuant to Section 2.03 of
the Standard Terms and Conditions of Trust.
C.The Percentage Ratio on the Initial Date of Deposit is as set forth in
the Prospectus under "Schedule of Investments."
D.The Record Date shall be as set forth in the prospectus under "Summary
of Essential Information."
E.The Distribution Date shall be as set forth in the Prospectus under
"Summary of Essential Information."
F.The Mandatory Termination Date for the Trust shall be as set forth in
the Prospectus under "Summary of Essential Information."
G.The Evaluator's compensation as referred to in Section 4.03 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0030 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Evaluator
provides services during less than the whole of such year). Such fee may
exceed the actual cost of providing such evaluation services for the
Trust, but at no time will the total amount received for evaluation
services rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the aggregate cost to
the Evaluator of supplying such services in such year.
H.The Trustee's Compensation Rate pursuant to Section 6.04 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0095 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year). However, in
no event, except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in any one
year from any Trust of less than $2,000 for such annual compensation.
I.The Initial Date of Deposit for the Trust is December 9, 1999.
J.The minimum amount of Securities to be sold by the Trustee pursuant to
Section 5.02 of the Indenture for the redemption of Units shall be 100
shares.
K. The Depositor's compensation for providing bookkeeping and other
administrative services as described in Section 3.14 of the Standard
Terms and Conditions of Trust shall be an annual fee in the amount of
$.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR WORLD WIDE WIRELESS PORTFOLIO SERIES
The following special terms and conditions are hereby agreed to:
A.The Securities initially deposited in the Trust pursuant to Section
2.01 of the Standard Terms and Conditions of Trust are set forth in the
Schedules hereto.
B.(1) The aggregate number of Units outstanding for the Trust on the
Initial Date of Deposit and the initial fractional undivided interest in
and ownership of the Trust represented by each Unit thereof are set
forth in the Prospectus in the section "Summary of Essential Information."
Documents representing this number of Units for the Trust are being
delivered by the Trustee to the Depositor pursuant to Section 2.03 of
the Standard Terms and Conditions of Trust.
C.The Percentage Ratio on the Initial Date of Deposit is as set forth in
the Prospectus under "Schedule of Investments."
D.The Record Date shall be as set forth in the prospectus under "Summary
of Essential Information."
E.The Distribution Date shall be as set forth in the Prospectus under
"Summary of Essential Information."
F.The Mandatory Termination Date for the Trust shall be as set forth in
the Prospectus under "Summary of Essential Information."
G.The Evaluator's compensation as referred to in Section 4.03 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0030 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Evaluator
provides services during less than the whole of such year). Such fee may
exceed the actual cost of providing such evaluation services for the
Trust, but at no time will the total amount received for evaluation
services rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the aggregate cost to
the Evaluator of supplying such services in such year.
H.The Trustee's Compensation Rate pursuant to Section 6.04 of the
Standard Terms and Conditions of Trust shall be an annual fee in the
amount of $.0095 per Unit, calculated based on the largest number of
Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year). However, in
no event, except as may otherwise be provided in the Standard Terms and
Conditions of Trust, shall the Trustee receive compensation in any one
year from any Trust of less than $2,000 for such annual compensation.
I.The Initial Date of Deposit for the Trust is December 9, 1999.
J.The minimum amount of Securities to be sold by the Trustee pursuant to
Section 5.02 of the Indenture for the redemption of Units shall be 100
shares.
K. The Depositor's compensation for providing bookkeeping and other
administrative services as described in Section 3.14 of the Standard
Terms and Conditions of Trust shall be an annual fee in the amount of
$.0033 per Unit.
PART III
A.Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, references to subsequent Series established after
the date of effectiveness of the First Trust Special Situations Trust,
Series 24 shall include FT 392.
B.The term "Principal Account" as set forth in the Standard Terms an
Conditions of Trust shall be replaced with the term "Capital Account."
C.Section 1.01(2) shall be amended to read as follows:
"(2)"Trustee" shall mean The Chase Manhattan Bank, or any successor
trustee appointed as hereinafter provided."
All references to United States Trust Company of New York in the
Standard Terms and Conditions of Trust shall be amended to refer to The
Chase Manhattan Bank.
D.Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean First Trust Advisors L.P. and its successors
in interest, or any successor evaluator appointed as hereinafter
provided."
E.Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust Advisors L.P. and its
successors in interest, or any successor portfolio supervisor appointed
as hereinafter provided."
F.Paragraph (b) of Section 2.01 shall be restated in its entirety as
follows:
(b)(1)From time to time following the Initial Date of Deposit, the
Depositor is hereby authorized, in its discretion, to assign, convey to
and deposit with the Trustee (i) additional Securities, duly endorsed in
blank or accompanied by all necessary instruments of assignment and
transfer in proper form, (ii) Contract Obligations relating to such
additional Securities, accompanied by cash and/or Letter(s) of Credit as
specified in paragraph (c) of this Section 2.01, or (iii) cash (or a
Letter of Credit in lieu of cash) with instructions to purchase
additional Securities, in an amount equal to the portion of the Unit
Value of the Units created by such deposit attributable to the
Securities to be purchased pursuant to such instructions. Except as
provided in the following subparagraphs (2), (3) and (4) the Depositor,
in each case, shall ensure that each deposit of additional Securities
pursuant to this Section shall maintain, as nearly as practicable, the
Percentage Ratio. Each such deposit of additional Securities shall be
made pursuant to a Notice of Deposit of Additional Securities delivered
by the Depositor to the Trustee. Instructions to purchase additional
Securities shall be in writing, and shall specify the name of the
Security, CUSIP number, if any, aggregate amount, price or price range
and date to be purchased. When requested by the Trustee, the Depositor
shall act as broker to execute purchases in accordance with such
instructions; the Depositor shall be entitled to compensation therefor
in accordance with applicable law and regulations. The Trustee shall
have no liability for any loss or depreciation resulting from any
purchase made pursuant to the Depositor's instructions or made by the
Depositor as broker.
(2)Additional Securities (or Contract Obligations therefor) may, at the
Depositor's discretion, be deposited or purchased in round lots. If the
amount of the deposit is insufficient to acquire round lots of each
Security to be acquired, the additional Securities shall be deposited or
purchased in the order of the Security in the Trust most under-
represented immediately before the deposit with respect to the
Percentage Ratio.
(3)If at the time of a deposit of additional Securities, Securities of
an issue deposited on the Initial Date of Deposit (or of an issue of
Replacement Securities acquired to replace an issue deposited on the
Initial Date of Deposit) are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or restricted by
applicable law, regulation or policies, the Depositor may (i) deposit,
or instruct the Trustee to purchase, in lieu thereof, another issue of
Securities or Replacement Securities or (ii) deposit cash or a letter of
credit in an amount equal to the valuation of the issue of Securities
whose acquisition is not feasible with instructions to acquire such
Securities of such issue when they become available.
(4)Any contrary authorization in the preceding subparagraphs (1) through
(3) notwithstanding, deposits of additional Securities made after the 90-
day period immediately following the Initial Date of Deposit (except for
deposits made to replace Failed Contract Obligations if such deposits
occur within 20 days from the date of a failure occurring within such
initial 90-day period) shall maintain exactly the Percentage Ratio
existing immediately prior to such deposit.
(5)In connection with and at the time of any deposit of additional
Securities pursuant to this Section 2.01(b), the Depositor shall exactly
replicate Cash (as defined below) received or receivable by the Trust as
of the date of such deposit. For purposes of this paragraph, "Cash"
means, as to the Capital Account, cash or other property (other than
Securities) on hand in the Capital Account or receivable and to be
credited to the Capital Account as of the date of the deposit (other
than amounts to be distributed solely to persons other than holders of
Units created by the deposit) and, as to the Income Account, cash or
other property (other than Securities) received by the Trust as of the
date of the deposit or receivable by the Trust in respect of a record
date for a payment on a Security which has occurred or will occur before
the Trust will be the holder of record of a Security, reduced by the
amount of any cash or other property received or receivable on any
Security allocable (in accordance with the Trustee's calculations of
distributions from the Income Account pursuant to Section 3.05) to a
distribution made or to be made in respect of a Record Date occurring
prior to the deposit. Such replication will be made on the basis of a
fraction, the numerator of which is the number of Units created by the
deposit and the denominator of which is the number of Units which are
outstanding immediately prior to the deposit."
G.The following shall be added immediately following the first sentence
of paragraph (c) of Section 2.01:
"The Trustee may allow the Depositor to substitute for any Letter(s) of
Credit deposited with the Trustee in connection with the deposits
described in Section 2.01(a) and (b) cash in an amount sufficient to
satisfy the obligations to which the Letter(s) of Credit relates. Any
substituted Letter(s) of Credit shall be released by the Trustee."
H.Section 2.03(a) of the Standard Terms and Conditions of Trust shall be
amended by adding the following sentence after the first sentence of
such section:
"The number of Units may be increased through a split of the Units or
decreased through a reverse split thereof, as directed in writing by the
Depositor, at any time when the Depositor is the only beneficial holder
of Units, which revised number of Units shall be recorded by the Trustee
on its books. The Trustee shall be entitled to rely on the Depositor's
direction as certification that no person other than the Depositor has a
beneficial interest in the Units and the Trustee shall have no liability
to any person for action taken pursuant to such direction."
I.Section 3.01 of the Standard Terms and Conditions of Trust shall be
replaced in its entirety with the following:
"Section 3.01. Initial Cost. Subject to reimbursement as hereinafter
provided, the cost of organizing the Trust and the sale of the Trust
Units shall be borne by the Depositor, provided, however, that the
liability on the part of the Depositor under this section shall not
include any fees or other expenses incurred in connection with the
administration of the Trust subsequent to the deposit referred to in
Section 2.01. At the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period (as certified
by the Depositor to the Trustee), the Trustee shall withdraw from the
Account or Accounts specified in the Prospectus or, if no Account is
therein specified, from the Capital Account, and pay to the Depositor
the Depositor's reimbursable expenses of organizing the Trust in an
amount certified to the Trustee by the Depositor. In no event shall the
amount paid by the Trustee to the Depositor for the Depositor's
reimbursable expenses of organizing the Trust exceed the estimated per
Unit amount of organization costs set forth in the Prospectus for the
Trust multiplied by the number of Units of the Trust outstanding at the
earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period; nor shall the Depositor be
entitled to or request reimbursement for expenses of organizing the
Trust incurred after the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period. If the cash
balance of the Capital Account is insufficient to make such withdrawal,
the Trustee shall, as directed by the Depositor, sell Securities
identified by the Depositor, or distribute to the Depositor Securities
having a value, as determined under Section 4.01 as of the date of
distribution, sufficient for such reimbursement. Securities sold or
distributed to the Depositor to reimburse the Depositor pursuant to this
Section shall be sold or distributed by the Trustee, to the extent
practicable, in the percentage ratio then existing. The reimbursement
provided for in this section shall be for the account of the Unit
holders of record at the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period. Any assets
deposited with the Trustee in respect of the expenses reimbursable under
this Section 3.01 shall be held and administered as assets of the Trust
for all purposes hereunder. The Depositor shall deliver to the Trustee
any cash identified in the Statement of Net Assets of the Trust included
in the Prospectus not later than the expiration of the Delivery Period
and the Depositor's obligation to make such delivery shall be secured by
the letter of credit deposited pursuant to Section 2.01. Any cash which
the Depositor has identified as to be used for reimbursement of expenses
pursuant to this Section 3.01 shall be held by the Trustee, without
interest, and reserved for such purpose and, accordingly, prior to the
earlier of the six months after the Initial Date of Deposit or the
conclusion of the primary offering period, shall not be subject to
distribution or, unless the Depositor otherwise directs, used for
payment of redemptions in excess of the per Unit amount payable pursuant
to the next sentence. If a Unit holder redeems Units prior to the
earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period, the Trustee shall pay to the
Unit holder, in addition to the Redemption Value of the tendered Units,
unless otherwise directed by the Depositor, an amount equal to the
estimated per Unit cost of organizing the Trust set forth in the
Prospectus, or such lower revision thereof most recently communicated to
the Trustee by the Depositor pursuant to Section 5.01, multiplied by the
number of Units tendered for redemption; to the extent the cash on hand
in the Trust is insufficient for such payment, the Trustee shall have
the power to sell Securities in accordance with Section 5.02. As used
herein, the Depositor's reimbursable expenses of organizing the Trust
shall include the cost of the initial preparation and typesetting of the
registration statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents relating to the Trust,
SEC and state blue sky registration fees, the cost of the initial
valuation of the portfolio and audit of the Trust, the initial fees and
expenses of the Trustee, and legal and other out-of-pocket expenses
related thereto, but not including the expenses incurred in the printing
of preliminary prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other advertising materials
and any other selling expenses.
J.The second paragraph of Section 3.02 of the Standard Terms and
Conditions is hereby deleted and replaced with the following sentence:
"Any non-cash distributions (other than a non-taxable distribution of
the shares of the distributing corporation which shall be retained by a
Trust) received by a Trust shall be dealt with in the manner described
at Section 3.11, herein, and shall be retained or disposed of by such
Trust according to those provisions. The proceeds of any disposition
shall be credited to the Income Account of a Trust. Neither the Trustee
nor the Depositor shall be liable or responsible in any way for
depreciation or loss incurred by reason of any such sale."
K.Section 3.05.II(a) of the Standard Terms and Conditions of Trust is
hereby amended to read in its entirety as follows:
"II.(a) On each Distribution Date, the Trustee shall distribute to each
Unit holder of record at the close of business on the Record Date
immediately preceding such Distribution Date an amount per Unit equal to
such Unit holder's Income Distribution (as defined below), plus such
Unit holder's pro rata share of the balance of the Capital Account
(except for monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such Record Date
after deduction of any amounts provided in Subsection I, provided,
however, that the Trustee shall not be required to make a distribution
from the Capital Account unless the amount available for distribution
shall equal $1.00 per 100 Units.
Each Trust shall provide the following distribution elections: (1)
distributions to be made by check mailed to the post office address of
the Unit holder as it appears on the registration books of the Trustee,
or (2) the following reinvestment option:
The Trustee will, for any Unit holder who provides the Trustee written
instruction, properly executed and in form satisfactory to the Trustee,
received by the Trustee no later than its close of business 10 business
days prior to a Record Date (the "Reinvestment Notice Date"), reinvest
such Unit holder's distribution from the Income and Capital Accounts in
Units of the Trust, purchased from the Depositor, to the extent the
Depositor shall make Units available for such purchase, at the
Depositor's offering price as of the third business day prior to the
following Distribution Date, and at such reduced sales charge as may be
described in the prospectus for the Trusts. If, for any reason, the
Depositor does not have Units of the Trust available for purchase, the
Trustee shall distribute such Unit holder's distribution from the Income
and Capital Accounts in the manner provided in clause (1) of the
preceding paragraph. The Trustee shall be entitled to rely on a written
instruction received as of the Reinvestment Notice Date and shall not be
affected by any subsequent notice to the contrary. The Trustee shall
have no responsibility for any loss or depreciation resulting from any
reinvestment made in accordance with this paragraph, or for any failure
to make such reinvestment in the event the Depositor does not make Units
available for purchase.
Any Unit holder who does not effectively elect reinvestment in Units of
their respective Trust pursuant to the preceding paragraph shall receive
a cash distribution in the manner provided in clause (1) of the second
preceding paragraph."
L.Section 3.05.II(b) of the Standard Terms and Conditions of Trust is
hereby amended to read in its entirety as follows:
"II.(b) For purposes of this Section 3.05, the Unit holder's Income
Distribution shall be equal to such Unit holder's pro rata share of the
cash balance in the Income Account computed as of the close of business
on the Record Date immediately preceding such Income Distribution after
deduction of (i) the fees and expenses then deductible pursuant to
Section 3.05.I. and (ii) the Trustee's estimate of other expenses
properly chargeable to the Income Account pursuant to the Indenture
which have accrued, as of such Record Date, or are otherwise properly
attributable to the period to which such Income Distribution relates."
M.Paragraph (c) of Subsection II of Section 3.05 of the Standard Terms
and Conditions of Trust is hereby amended to read as follows:
"On each Distribution Date the Trustee shall distribute to each Unit
holder of record at the close of business on the Record Date immediately
preceding such Distribution Date an amount per Unit equal to such Unit
holder's pro rata share of the balance of the Capital Account (except
for monies on deposit therein required to purchase Contract Obligations)
computed as of the close of business on such Record Date after deduction
of any amounts provided in Subsection I."
N.Section 3.05 of Article III of the Standard Terms and Conditions of
Trust is hereby amended to include the following subsection:
"Section 3.05.I.(e)deduct from the Income Account or, to the extent
funds are not available in such Account, from the Capital Account and
pay to the Depositor the amount that it is entitled to receive pursuant
to Section 3.14."
O.Section 3.07 of the Standard Terms and Conditions of Trust is hereby
amended by adding the following subsection:
"(h) that the sale Securities is necessary or advisable in order to
maintain the qualification of the Trust as a "Regulated Investment
Company" in the case of a Trust which has elected to qualify as such."
P.Section 3.11 of the Standard Terms and Conditions of Trust is hereby
deleted in its entirety and replaced with the following language:
"Section 3.11. Notice to Depositor.
In the event that the Trustee shall have been notified at any time of
any action to be taken or proposed to be taken by at least a legally
required number of holders of any Securities deposited in a Trust, the
Trustee shall take such action or omit from taking any action, as
appropriate, so as to insure that the Securities are voted as closely as
possible in the same manner and the same general proportion as are the
Securities held by owners other than such Trust.
In the event that an offer by the issuer of any of the Securities or any
other party shall be made to issue new securities, or to exchange
securities, for Trust Securities, the Trustee shall reject such offer.
However, should any issuance, exchange or substitution be effected
notwithstanding such rejection or without an initial offer, any
securities, cash and/or property received shall be deposited hereunder
and shall be promptly sold, if securities or property, by the Trustee
pursuant to the Depositor's direction, unless the Depositor advises the
Trustee to keep such securities or property. The Depositor may rely on
the Portfolio Supervisor in so advising the Trustee. The cash received
in such exchange and cash proceeds of any such sales shall be
distributed to Unit holders on the next distribution date in the manner
set forth in Section 3.05 regarding distributions from the Capital
Account. The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any such sale.
Neither the Depositor nor the Trustee shall be liable to any person for
any action or failure to take action pursuant to the terms of this
Section 3.11.
Whenever new securities or property is received and retained by a Trust
pursuant to this Section 3.11, the Trustee shall provide to all Unit
holders of such Trust notices of such acquisition in the Trustee's
annual report unless prior notice is directed by the Depositor."
Q.The first sentence of Section 3.13. shall be amended to read as follows:
"As compensation for providing supervisory portfolio services under this
Indenture, the Portfolio Supervisor shall receive, in arrears, against a
statement or statements therefor submitted to the Trustee monthly or
annually an aggregate annual fee in the amount of $.0035 per Unit,
calculated based on the largest number of Units outstanding during the
calendar year except during the initial offering period as determined in
Section 4.01 of this Indenture, in which case the fee is calculated
based on the largest number of Units outstanding during the period for
which the compensation is paid (such annual fee to be pro rated for any
calendar year in which the Portfolio Supervisor provides services during
less than the whole of such year). Such fee may exceed the actual cost
of providing such portfolio supervision services for the Trust, but at
no time will the total amount received for portfolio supervision
services rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the aggregate cost to
the Portfolio Supervisor of supplying such services in such year."
R.Article III of the Standard Terms and Conditions of Trust is hereby
amended by inserting the following paragraphs which shall be entitled
Section 3.14.:
"Section 3.14.Bookkeeping and Administrative Expenses. As compensation
for providing bookkeeping and other administrative services of a
character described in (a)(2)(C) of the Investment Company Act of 1940
to the extent such services are in addition to, and
do not duplicate, the services to be provided hereunder by the Trustee
or the Portfolio Supervisor, the Depositor shall receive against a
statement or statements therefor submitted to the Trustee monthly or
annually an aggregate annual fee in the per Unit amount set forth in
Part II of the Trust Agreement, calculated based on the largest number
of Units outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number of Units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Depositor
provides services during less than the whole of such year). Such fee may
exceed the actual cost of providing such bookkeeping and administrative
services for the Trust, but at not time will the total amount received
for bookkeeping and administrative services rendered to unit investment
trusts of which Nike Securities L.P. is the sponsor in any calendar year
exceed the aggregate cost to the Depositor of supplying such services in
such year. Such compensation may, from time to time, be adjusted
provided that the total adjustment upward does not, at the time of such
adjustment, exceed the percentage of the total increase, after the date
hereof, in consumer prices for services as measured by the United States
Department of Labor consumer Price Index entitled "All Services Less
Rent of Shelter" or similar index, if such index should no longer be
published. The consent or concurrence of any Unit holder hereunder shall
not be required for any such adjustment or increase. Such compensation
shall be paid by the Trustee, upon receipt of an invoice therefor from
the Depositor, upon which, as to the cost incurred by the Depositor of
providing services hereunder the Trustee may rely, and shall be charged
against the Income and Capital Accounts on or before the Distribution
Date following the Monthly Record Date on which such period terminates.
The Trustee shall have no liability to any Certificateholder or other
person for any payment made in good faith pursuant to this Section.
If the cash balance in the Income and Capital Accounts shall be
insufficient to provide for amounts payable pursuant to this Section
3.14, the Trustee shall have the power to sell (i) Securities from the
current list of Securities designated to be sold pursuant to Section
5.02 hereof, or (ii) if no such Securities have been so designated, such
Securities as the Trustee may see fit to sell in its own discretion, and
to apply the proceeds of any such sale in payment of the amounts payable
pursuant to this Section 3.14.
Any moneys payable to the Depositor pursuant to this Section 3.14 shall
be secured by a prior lien on the Trust Fund except that no such lien
shall be prior to any lien in favor of the Trustee under the provisions
of Section 6.04 herein."
S.Article III of the Standard Terms and Conditions of Trust is hereby
amended by inserting the following paragraph which shall be entitled
Section 3.15:
"Section 3.15. Deferred Sales Charge. If the prospectus related to the
Trust specifies a deferred sales charge, the Trustee shall, on the dates
specified in and as permitted by such Prospectus (the "Deferred Sales
Charge Payment Dates"), withdraw from the Capital Account, an amount per
Unit specified in such Prospectus and credit such amount to a special
non-Trust account designated by the Depositor out of which the deferred
sales charge will be distributed to or on the order of the Depositor on
such Deferred Sales Charge Payment Dates (the "Deferred Sales Charge
Account"). If the balance in the Capital Account is insufficient to make
such withdrawal, the Trustee shall, as directed by the Depositor,
advance funds in an amount required to fund the proposed withdrawal and
be entitled to reimbursement of such advance upon the deposit of
additional monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge Account,
provided, however, that the aggregate amount advanced by the Trustee at
any time for payment of the deferred sales charge shall not exceed
$15,000. Such direction shall, if the Trustee is directed to sell a
Security, identify the Security to be sold and include instructions as
to the execution of such sale. In the absence of such direction by the
Depositor, the Trustee shall sell Securities sufficient to pay the
deferred sales charge (and any unreimbursed advance then outstanding) in
full, and shall select Securities to be sold in such manner as will
maintain (to the extent practicable) the relative proportion of number
of shares of each Security then held. The proceeds of such sales, less
any amounts paid to the Trustee in reimbursement of its advances, shall
be credited to the Deferred Sales Charge Account. If a Unit holder
redeems Units prior to full payment of the deferred sales charge, the
Trustee shall, if so provided in the related Prospectus, on the
Redemption Date, withhold from the Redemption Price payable to such Unit
holder an amount equal to the unpaid portion of the deferred sales
charge and distribute such amount to the Deferred Sales Charge Account.
If the Trust is terminated for reasons other than that set forth in
Section 6.01(g), the Trustee shall, if so provided in the related
Prospectus, on the termination of the Trust, withhold from the proceeds
payable to Unit holders an amount equal to the unpaid portion of the
deferred sales charge and distribute such amount to the Deferred Sales
Charge Account. If the Trust is terminated pursuant to Section 6.01(g),
the Trustee shall not withhold from the proceeds payable to Unit holders
any amounts of unpaid deferred sales charges. If pursuant to Section
5.02 hereof, the Depositor shall purchase a Unit tendered for redemption
prior to the payment in full of the deferred sales charge due on the
tendered Unit, the Depositor shall pay to the Unit holder the amount
specified under Section 5.02 less the unpaid portion of the deferred
sales charge. All advances made by the Trustee pursuant to this Section
shall be secured by a lien on the Trust prior to the interest of the
Unit holders."
T.Notwithstanding anything to the contrary in Sections 3.15 and 4.05 of
the Standard Terms and Conditions of Trust, so long as Nike Securities
L.P. is acting as Depositor, the Trustee shall have no power to remove
the Portfolio Supervisor.
U.The first sentence of Section 4.03. shall be amended to read as follows:
"As compensation for providing evaluation services under this Indenture,
the Evaluator shall receive, in arrears, against a statement or
statements therefor submitted to the Trustee monthly or annually an
aggregate annual fee equal to the amount specified as compensation for
the Evaluator in the Trust Agreement, calculated based on the largest
number of Units outstanding during the calendar year except during the
initial offering period as determined in Section 4.01 of this Indenture,
in which case the fee is calculated based on the largest number of Units
outstanding during the period for which the compensation is paid (such
annual fee to be pro rated for any calendar year in which the Evaluator
provides services during less than the whole of such year). Such
compensation may, from time to time, be adjusted provided that the total
adjustment upward does not, at the time of such adjustment, exceed the
percentage of the total increase, after the date hereof, in consumer
prices for services as measured by the United States Department of Labor
Consumer Price Index entitled "All Services Less Rent of Shelter" or
similar index, if such index should no longer be published. The consent
or concurrence of any Unit holder hereunder shall not be required for
any such adjustment or increase. Such compensation shall be paid by the
Trustee, upon receipt of invoice therefor from the Evaluator, upon
which, as to the cost incurred by the Evaluator of providing services
hereunder the Trustee may rely, and shall be charged against the Income
and/or Capital Accounts, in accordance with Section 3.05."
V.Section 5.01 of the Standard Terms and Conditions of Trust shall be
amended as follows:
(i)The second sentence of the first paragraph of Section 5.01 shall be
amended by deleting the phrase "and (iii)" and adding the following
"(iii) amounts representing unpaid accrued organization costs and (iv)";
and
(ii) The following text shall immediately precede the last sentence of
the first paragraph of Section 5.01:
"Prior to the payment to the Depositor of its reimbursable organization
costs to be made at the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period in accordance
with Section 3.01, for purposes of determining the Trust Fund Evaluation
under this Section 5.01, the Trustee shall rely upon the amounts
representing unpaid accrued organization costs in the estimated amount
per Unit set forth in the Prospectus until such time as the Depositor
notifies the Trustee in writing of a revised estimated amount per Unit
representing unpaid accrued organization costs. Upon receipt of such
notice, the Trustee shall use this revised estimated amount per Unit
representing unpaid accrued organization costs in determining the Trust
Fund Evaluation but such revision of the estimated expenses shall not
effect calculations made prior thereto and no adjustment shall be made
in respect thereof."
W.Section 5.02 of the Standard Terms and Conditions of Trust is amended
by adding the following after the second paragraph of such section:
"Notwithstanding anything herein to the contrary, in the event that any
tender of Units pursuant to this Section 5.02 would result in the
disposition by the Trustee of less than a whole Security, the Trustee
shall distribute cash in lieu thereof and sell such Securities as
directed by the Sponsors as required to make such cash available.
Subject to the restrictions set forth in the prospectus, Unit holders
may redeem 1,000 Units or more of a Trust and request a distribution in
kind of (i) such Unit holder's pro rata portion of each of the
Securities in such Trust, in whole shares, and (ii) cash equal to such
Unit holder's pro rata portion of the Income and Capital Accounts as
follows: (x) a pro rata portion of the net proceeds of sale of the
Securities representing any fractional shares included in such Unit
holder's pro rata share of the Securities and (y) such other cash as may
properly be included in such Unit holder's pro rata share of the sum of
the cash balances of the Income and Principal Accounts in an amount
equal to the Unit Value determined on the basis of a Trust Fund
Evaluation made in accordance with Section 5.01 determined by the
Trustee on the date of tender less amounts determined in clauses (i) and
(ii)(x) of this Section. Subject to 5.05 with respect to rollover Unit
holders, if applicable, to the extent possible, distributions of
Securities pursuant to an in kind redemption of Units shall be made by
the Trustee through the distribution of each of the Securities in book-
entry form to the account of the Unit holder's bank or broker-dealer at
the Depository Trust Company. Any distribution in kind will be reduced
by customary transfer and registration charges."
X.Paragraph (g) of Section 6.01 of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following after the first word
thereof:
"(i) the value of any Trust as shown by an evaluation by the Trustee
pursuant to Section 5.01 hereof shall be less than the lower of
$2,000,000 or 20% of the total value of Securities deposited in such
Trust during the initial offering period, or (ii)"
Y.The third paragraph of Section 6.02 of the Standard Terms and
Conditions of Trust shall be deleted in its entirety and replaced with
the following:
"The Trustee shall pay, or reimburse to the Depositor, the expenses
related to the updating of the Trust's registration statement, to the
extent of legal fees, typesetting fees, electronic filing expenses and
regulatory filing fees. Such expenses shall be paid from the Income
Account, or to the extent funds are not available in such Account, from
the Capital Account, against an invoice or invoices therefor presented
to the Trustee by the Depositor. By presenting such invoice or invoices,
the Depositor shall be deemed to certify, upon which certification the
Trustee is authorized conclusively to rely, that the amounts claimed
therein are properly payable pursuant to this paragraph. The Depositor
shall provide the Trustee, from time to time as requested, an estimate
of the amount of such expenses, which the Trustee shall use for the
purpose of estimating the accrual of Trust expenses. The amount paid by
the Trust pursuant to this paragraph in each year shall be separately
identified in the annual statement provided to Unitholders. The
Depositor shall assure that the Prospectus for the Trust contains such
disclosure as shall be necessary to permit payment by the Trust of the
expenses contemplated by this paragraph under applicable laws and
regulations.
The provisions of this paragraph shall not limit the authority of the
Trustee to pay, or reimburse to the Depositor or others, such other or
additional expenses as may be determined to be payable from the Trust as
provided in Section 6.02 of the Standard Terms and Conditions of Trust."
Z.The third sentence of paragraph (a) of Section 6.05 of the Standard
Terms and Conditions of Trust shall be replaced in its entirety by the
following:
"In case at any time the Trustee shall become incapable of acting, or if
a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Trustee in an involuntary case, or
the Trustee shall commence a voluntary case, under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
or any receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) for the Trustee or for any substantial part of its
property shall be appointed, or the Trustee shall make any general
assignment for the benefit of creditors, or shall generally fail to pay
its debts as they become due, or if the Sponsor shall determine in good
faith that there has occurred either (1) a material deterioration in the
creditworthiness of the Trustee or (2) one or more negligent acts on the
part of the Trustee having a materially adverse effect, either singly or
in the aggregate, on the Trust or on one or more Trusts of one or more
Funds, such that the replacement of the Trustee is in the best interests
of the Unit holders, the Sponsor may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy of which
shall be delivered to the Trustee so removed and one copy to the
successor trustee."
AA.Section 8.02 of the Standard Terms and Conditions of Trust shall be
amended as follows:
(i) The fourth sentence of the second paragraph shall be deleted and
replaced with the following:
"The Trustee will honor duly executed requests for in-kind distributions
received (accompanied by the electing Unit holder's Certificate, if
issued) by the close of business ten business days prior to the
Mandatory Termination Date."
(ii) The first sentence of the fourth paragraph shall be deleted and
replaced with the following:
"Commencing no earlier than the business day following that date on
which Unit holders must submit to the Trustee notice of their request to
receive an in-kind distribution of Securities at termination, the
Trustee will liquidate the Securities not segregated for in-kind
distributions during such period and in such daily amounts as the
Depositor shall direct."
IN WITNESS WHEREOF, Nike Securities L.P., The Chase Manhattan Bank and
First Trust Advisors L.P. have each caused this Trust Agreement to be
executed and the respective corporate seal to be hereto affixed and
attested (if applicable) by authorized officers; all as of the day,
month and year first above written.
NIKE SECURITIES L.P., Depositor
By Robert M. Porcellino
Senior Vice President
THE CHASE MANHATTAN BANK, Trustee
By Rosalia Raviele
Vice President
[SEAL]
ATTEST:
Rachelle Cohen
Assistant Treasurer
FIRST TRUST ADVISORS L.P.,
Evaluator
Robert M. Porcellino
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Robert M. Porcellino
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
FT 392
(Note: Incorporated herein and made a part hereof for the Trust is the
"Schedule of Investments" for the Trust as set forth in the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 9, 1999
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: FT 392
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of FT 392 in connection with the December
9, 1999 among Nike Securities L.P., as Depositor, The Chase
Manhattan Bank, as Trustee and First Trust Advisors L.P. as
Evaluator and Portfolio Supervisor, pursuant to which the
Depositor has delivered to and deposited the Securities listed in
Schedule A to the Trust Agreement with the Trustee and pursuant
to which the Trustee has issued to or on the order of the
Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-91667)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:erg
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 9, 1999
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Re: FT 392
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor of FT 392
(the "Fund"), in connection with the issuance of units of fractional
undivided interest in certain of the Trusts of said Fund (the "Trust"),
including e-Infrastructure Select Portfolio Series, World Wide Wireless
Select Portfolio Series, e-Infrastructure Portfolio Series and World
Wide Wireless Portfolio Series, but not REIT Growth & Income Portfolio,
Series 3, under a Trust Agreement, dated December 9, 1999 (the
"Indenture"), among Nike Securities L.P., as Depositor, The Chase
Manhattan Bank, as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.
In this connection, we have examined the Registration Statement, the
form of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents we
have deemed pertinent. The opinions expressed herein assume that the
Trusts will be administered, and investments by a Trust from proceeds of
subsequent deposits, if any, will be made, in accordance with the terms
of the Indenture. Each Trust holds Equity Securities as such term is
defined in the Prospectus. For purposes of the following discussion and
opinion, it is assumed that each Equity Security is equity for Federal
income tax purposes.
Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under
existing United States Federal income tax law:
I.Each Trust is not an association taxable as a corporation for Federal
income tax purposes; each Unit holder will be treated as the owner of a
pro rata portion of each of the assets of the Trust under the Internal
Revenue Code of 1986 (the "Code") in the proportion that the number of
Units held by him bears to the total number of Units outstanding; under
Subpart E, Subchapter J of Chapter 1 of the Code, income of a Trust will
be treated as income of the Unit holders in the proportion described
above; and an item of Trust income will have the same character in the
hands of a Unit holder as it would have in the hands of the Trustee.
Each Unit holder will be considered to have received his pro rata share
of income derived from each Trust asset when such income is considered
to be received by a Trust.
II.The price a Unit holder pays for his Units, generally including sales
charges, is allocated among his pro rata portion of each Equity Security
held by a Trust (in proportion to the fair market values thereof on the
valuation date closest to the date the Unit holder purchases his Units)
in order to determine his tax basis for his pro rata portion of each
Equity Security held by a Trust. For Federal income tax purposes, a Unit
holder's pro rata portion of distributions of cash or property by a
corporation with respect to an Equity Security ("dividends" as defined
by Section 316 of the Code) is taxable as ordinary income to the extent
of such corporation's current and accumulated "earnings and profits." A
Unit holder's pro rata portion of dividends paid on such Equity Security
which exceeds such current and accumulated earnings and profits will
first reduce a Unit holder's tax basis in such Equity Security, and to
the extent that such dividends exceed a Unit holder's tax basis in such
Equity Security shall be treated as gain from the sale or exchange of
property.
III.Gain or loss will be recognized to a Unit holder (subject to various
nonrecognition provisions under the Code) upon redemption or sale of his
Units, except to the extent an in kind distribution of stock is received
by such Unit holder from a Trust as discussed below. Such gain or loss
is measured by comparing the proceeds of such redemption or sale with
the adjusted basis of his Units. Before adjustment, such basis would
normally be cost if the Unit holder had acquired his Units by purchase.
Such basis will be reduced, but not below zero, by the Unit holder's pro
rata portion of dividends with respect to each Equity Security which is
not taxable as ordinary income.
IV.If the Trustee disposes of a Trust asset (whether by sale, taxable
exchange, liquidation, redemption, payment on maturity or otherwise)
gain or loss will be recognized to the Unit holder (subject to various
nonrecognition provisions under the Code) and the amount thereof will be
measured by comparing the Unit holder's aliquot share of the total
proceeds from the transaction with his basis for his fractional interest
in the asset disposed of. Such basis is ascertained by apportioning the
tax basis for his Units (as of the date on which his Units were
acquired) among each of a Trust's assets (as of the date on which his
Units were acquired) ratably according to their values as of the
valuation date nearest the date on which he purchased such Units. A Unit
holder's basis in his Units and of his fractional interest in each Trust
asset must be reduced, but not below zero, by the Unit holder's pro rata
portion of dividends with respect to each Equity Security which is not
taxable as ordinary income.
V.Under the Indenture, under certain circumstances, a Unit holder
tendering Units for redemption may request an in kind distribution of
Equity Securities upon the redemption of Units or upon the termination
of a Trust. As previously discussed, prior to the redemption of Units or
the termination of a Trust, a Unit holder is considered as owning a pro
rata portion of each of a Trust's assets. The receipt of an in kind
distribution will result in a Unit holder receiving an undivided
interest in whole shares of stock and possibly cash. The potential
federal income tax consequences which may occur under an in kind
distribution with respect to each Equity Security owned by a Trust will
depend upon whether or not a Unit holder receives cash in addition to
Equity Securities. An "Equity Security" for this purpose is a particular
class of stock issued by a particular corporation. A Unit holder will
not recognize gain or loss if a Unit holder only receives Equity
Securities in exchange for his or her pro rata portion of the Equity
Securities held by a Trust. However, if a Unit holder also receives cash
in exchange for a fractional share of an Equity Security held by a
Trust, such Unit holder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unit holder
and his tax basis in such fractional share of an Equity Security held by
a Trust. The total amount of taxable gains (or losses) recognized upon
such redemption will generally equal the sum of the gain (or loss)
recognized under the rules described above by the redeeming Unit holder
with respect to each Equity Security owned by a Trust.
A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code
with respect to such Unit holder's pro rata portion of dividends
received by such Trust (to the extent such dividends are taxable as
ordinary income, as discussed above, and are attributable to domestic
corporations), subject to the limitations imposed by Sections 246 and
246A of the Code.
To the extent dividends received by a Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of
such dividends since the dividends received deduction is generally
available only with respect to dividends paid by domestic corporations.
Section 67 of the Code provides that certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to
the extent they exceed 2% of such individual's adjusted gross income.
Unit holders may be required to treat some or all of the expenses of a
Trust as miscellaneous itemized deductions subject to this limitation.
A Unit holder will recognize taxable gain (or loss) when all or part of
the pro rata interest in an Equity Security is either sold by a Trust or
redeemed or when a Unit holder disposes of his Units in a taxable
transaction, in each case for an amount greater (or less) than his tax
basis therefor; subject to various nonrecognition provisions of the Code.
It should be noted that payments to a Trust of dividends on Equity
Securities that are attributable to foreign corporations may be subject
to foreign withholding taxes and Unit holders should consult their tax
advisers regarding the potential tax consequences relating to the
payment of any such withholding taxes by a Trust. Any dividends withheld
as a result thereof will nevertheless be treated as income to the Unit
holders. Because under the grantor trust rules, an investor is deemed to
have paid directly his share of foreign taxes that have been paid or
accrued, if any, an investor may be entitled to a foreign tax credit or
deduction for United States tax purposes with respect to such taxes. The
Taxpayer Relief Act of 1997 imposes a required holding period for such
credits.
Any gain or loss recognized on a sale or exchange will, under current
law, generally be capital gain or loss.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion
with respect to any other taxes, including foreign, state or local taxes
or collateral tax consequences with respect to the purchase, ownership
and disposition of Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-91667) relating to the Units
referred to above and to the use of our name and to the reference to our
firm in said Registration Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/erg
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
December 9, 1999
The Chase Manhattan Bank, as Trustee of
FT 392
4 New York Plaza, 6th Floor
New York, New York 10004-3113
Attention: Mr. Thomas Porazzo
Vice President
Re: FT 392
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for the unit investment trust or trusts included in
FT 392 (each, a "Trust"), which will be established under a
certain Standard Terms and Conditions of Trust dated November 20,
1991, and a related Trust Agreement dated as of today
(collectively, the "Indenture") among Nike Securities L.P., as
Depositor (the "Depositor"), First Trust Advisors L.P., as
Evaluator, First Trust Advisors L.P., as Portfolio Supervisor,
and The Chase Manhattan Bank as Trustee (the "Trustee").
Pursuant to the terms of the Indenture, units of fractional
undivided interest in the Trust (the "Units") will be issued in
the aggregate number set forth in the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that the
Trust will not constitute an association taxable as a corporation
under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general
corporation tax.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 333-91667) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name in such Registration Statement and the preliminary
prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
December 9, 1999
The Chase Manhattan Bank, as Trustee of
FT 392
4 New York Plaza, 6th Floor
New York, New York 10004-3113
Attention: Mr. Thomas Porazzo
Vice President
Re: FT 392
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
("Chase") in connection with the execution and delivery of a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively referred to herein as the "Indenture") among Nike
Securities L.P., as Depositor (the "Depositor"), First Trust
Advisors L.P., as Evaluator, First Trust Advisors L.P., as
Portfolio Supervisor, and Chase, as Trustee (the "Trustee"),
establishing the unit investment trust or trusts included in FT
392 (each, a "Trust"), and the confirmation by Chase, as Trustee
under the Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number of
units constituting the entire interest in the Trust (such
aggregate units being herein called "Units"), each of which
represents an undivided interest in the respective Trust which
consists of common stocks (including, confirmations of contracts
for the purchase of certain stocks not delivered and cash, cash
equivalents or an irrevocable letter of credit or a combination
thereof, in the amount required for such purchase upon the
receipt of such stocks), such stocks being defined in the
Indenture as Securities and referenced in the Schedule to the
Indenture.
We have examined the Indenture, a specimen of the
certificates to be issued thereunder (the "Certificates"), the
Closing Memorandum dated todays date, and such other documents
as we have deemed necessary in order to render this opinion.
Based on the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation
having the powers of a Trust Company under the laws of the State
of New York.
2. The Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and
delivery by Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration
books of the Trust the ownership of the Units by the Depositor.
Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the
Securities and Exchange Commission under the Securities Act of
1933, the Trustee may deliver Certificates for such Units, in
such names and denominations as the Depositor may request, to or
upon the order of the Depositor as provided in the Closing
Memorandum.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois 60532
December 9, 1999
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: FT 392
Gentlemen:
We have examined the Registration Statement File No.
333-91667 for the above captioned fund. We hereby consent to the
use in the Registration Statement of the references to First
Trust Advisors L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
First Trust Advisors L.P.
Robert M. Porcellino
Senior Vice President
