Rule 497(b)
European Target 20 Portfolio, 1(st) Quarter 2000 Series
Target Small-Cap Portfolio, 1(st) Quarter 2000 Series
FT 387
FT 387 is a series of a unit investment trust, the FT Series. Each of
the two portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 387 consisting of a
portfolio of common stocks ("Securities") selected by applying a specialized
strategy. The objective of each Trust is to provide an above-average
total return.
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 30, 1999
As amended January 3, 2000
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 4
Report of Independent Auditors 5
Statements of Net Assets 6
Schedules of Investments 7
The FT Series 10
Portfolios 11
Risk Factors 11
Hypothetical Performance Information 13
Public Offering 16
Distribution of Units 18
The Sponsor's Profits 19
The Secondary Market 19
How We Purchase Units 19
Expenses and Charges 19
Tax Status 20
Retirement Plans 22
Rights of Unit Holders 22
Income and Capital Distributions 23
Redeeming Your Units 23
Investing in a New Trust 24
Removing Securities from a Trust 25
Amending or Terminating the Indenture 26
Information on the Sponsor, Trustee and Evaluator 26
Other Information 27
Page 2
Summary of Essential Information
FT 387
At the Opening of Business on the Initial Date of Deposit-December 30, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
European Target 20 Target Small-Cap
Portfolio, 1(st) Portfolio, 1(st)
Quarter Quarter
2000 Series 2000 Series
____________ ____________
<S> <C> <C>
Initial Number of Units (1) 14,999 15,003
Fractional Undivided Interest in the Trust per Unit (1) 1/14,999 1/15,003
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900 $ 9.900
Maximum Sales Charge of 2.75% of the Public Offering Price per Unit
(2.778% of the net amount invested, exclusive of the deferred sales $ .275 $ .275
charge) (3)
Less Deferred Sales Charge per Unit $ (.175) $ (.175)
Public Offering Price per Unit (4) $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.725 $ 9.725
Redemption Price per Unit (based on aggregate underlying value
of Securities less the deferred sales charge) (5) $ 9.725 $ 9.725
Estimated Net Annual Distributions per Unit (6) $ .3099 $ N.A.
Cash CUSIP Number 30264L 648 30264L 663
Reinvestment CUSIP Number 30264L 655 30264L 671
Security Code 57857 57859
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date January 4, 2000
Rollover Notification Date March 1, 2001
Special Redemption and Liquidation Period March 15, 2001 to March 30, 2001
Mandatory Termination Date (7) March 30, 2001
Income Distribution Record Date Fifteenth day of June and December, commencing June 15, 2000.
Income Distribution Date (6) Last day of June and December, commencing June 30, 2000.
____________
<FN>
(1) As of the close of business on January 3, 2000, 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 on the
relevant stock exchange on the business day prior to the Initial Date of
Deposit. If a Security is not listed, or if no closing sale price
exists, it is valued at its closing ask price on such date. The value of
foreign Securities trading in non-U.S. currencies is determined by
converting the value of such Securities to their U.S. dollar equivalent
based on the offering side of the currency exchange rate for the
currency in which a Security is generally denominated at the Evaluation
Time on the business day prior to the Initial Date of Deposit.
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 Table" 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) During the initial offering period the Sponsor's Initial Repurchase
Price per Unit and Redemption Price per Unit will include the estimated
organization costs per Unit set forth under "Fee Table." After the
initial offering period, the Sponsor's Initial Repurchase Price per Unit
and Redemption Price per Unit will not include such estimated
organization costs. See "Redeeming Your Units."
(6) The actual net annual distributions per Unit you receive will vary
from that set forth above with changes in a Trust's fees and expenses,
dividends received, currency exchange rates, foreign withholding and
with the sale of Securities. See "Fee Table" and "Expenses and Charges."
Dividend yield was not a selection criteria for the Target Small-Cap
Portfolio, 1(st) Quarter 2000 Series. At the Rollover Notification Date
for Rollover Unit holders or upon termination of a Trust for Remaining
Unit holders, amounts in the Income Account (which consist of dividends
on the Securities) will be included in amounts distributed to Unit
holders. We will distribute money from the Capital Account monthly on
the last day of each 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 as part of the final liquidation distribution.
(7) See "Amending or Terminating the Indenture."
</FN>
</TABLE>
Page 3
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 the Trusts have a term of
approximately 15 months and are unit investment trusts rather than
mutual funds, this information allows you to compare fees, assuming that
when each Trust terminates, the principal amount and distributions are
rolled over into a New Trust, and you pay only the deferred sales charge.
<TABLE>
<CAPTION>
EUROPEAN TARGET 20 TARGET SMALL-CAP
PORTFOLIO, 1(ST) QUARTER PORTFOLIO, 1(ST) QUARTER
2000 SERIES 2000 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 1.75%(b) .175 1.75%(b) .175
______ ______ ______ ______
Maximum sales charge 2.75% $.275 2.75% $.275
====== ====== ====== ======
Maximum sales charge imposed on reinvested dividends 1.75%(c) $.175 1.75%(c) $.175
====== ====== ====== ======
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .265%(d) $.0265 .210%(d) $.0210
====== ====== ====== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees .060% $.0060 .060% $.0060
Trustee's fee and other operating expenses .208%(e) .0207 .082%(e) .0082
______ ______ ______ ______
Total .268% $.0267 .142% $.0142
====== ====== ====== ======
</TABLE>
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 3 Years 5 Years 10 Years
______ _______ _______ ________
<S> <C> <C> <C> <C>
European Target 20 Portfolio, 1(st) Quarter 2000 Series $328 $785 $1,040 $1,980
Target Small-Cap Portfolio, 1(st) Quarter 2000 Series 310 731 955 1,810
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 (2.75% of the
Public Offering Price) and the maximum remaining deferred sales charge
(initially $.175 per Unit). 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 $.175
per Unit which will be deducted in ten monthly installments of $.0175
per Unit beginning April 20, 2000 and on the 20th day of each month
thereafter (or the preceding business day if the 20th day is not a
business day) through January 19, 2001. 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 1.75% of the Public Offering Price. 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.
(c) Reinvested dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. 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 end of the initial offering period.
(e) Other operating expenses do not 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."
</FN>
</TABLE>
Page 4
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
FT 387
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 387, comprised of the European Target 20
Portfolio, 1(st) Quarter 2000 Series and the Target Small-Cap Portfolio,
1(st) Quarter 2000 Series as of the opening of business on December 30,
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 30, 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 387,
comprised of the European Target 20 Portfolio, 1(st) Quarter 2000 Series
and the Target Small-Cap Portfolio, 1(st) Quarter 2000 Series, at the
opening of business on December 30, 1999 in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
December 30, 1999
Page 5
Statements of Net Assets
FT 387
At the Opening of Business on the
Initial Date of Deposit-December 30, 1999
<TABLE>
<CAPTION>
European Target 20 Target Small-Cap
Portfolio, 1(st) Quarter Portfolio, 1(st) Quarter
2000 Series 2000 Series
________________________ _________________________
<S> <C> <C>
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $148,487 $148,530
Less liability for reimbursement to Sponsor for organization costs (3) (397) (315)
Less liability for deferred sales charge (4) (2,625) (2,626)
_________ _________
Net assets $145,465 $145,589
========= ==========
Units outstanding 14,999 15,003
ANALYSIS OF NET ASSETS
Cost to investors (5) $149,987 $150,030
Less maximum sales charge (5) (4,125) (4,126)
Less estimated reimbursement to Sponsor
for organization costs (3) (397) (315)
________ ________
Net assets $145,465 $145,589
======== ========
__________
<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 $400,000 will be allocated between the two Trusts in FT 387,
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 $.0265 and
$.0210 per Unit for the European Target 20 Portfolio, 1(st) Quarter 2000
Series and the Target Small-Cap Portfolio, 1(st) Quarter 2000 Series,
respectively. A payment will be made at the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of such Trust.
(4) Represents the amount of mandatory deferred sales charge
distributions from a Trust ($.175 per Unit), payable to us in ten equal
monthly installments beginning on April 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 January 19, 2001. If you redeem
Units before January 19, 2001 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 in a Trust includes a maximum sales
charge (comprised of an initial and a deferred sales charge) computed at
the rate of 2.75% of the Public Offering Price (equivalent to 2.778% 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 6
Schedule of Investments
European Target 20 Portfolio, 1(st) Quarter 2000 Series
FT 387
At the Opening of Business on the
Initial Date of Deposit-December 30, 1999
<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of Current
of Offering Value Securities to Dividend
Shares Name of Issuer of Securities (1) Price per Share the Trust (2) Yield (3)
______ _______________________________________ _________ _________ _________ _________
<C> <S> <C> <C> <C> <C>
298 ABN AMRO Holding NV 5% $24.955 $ 7,436 2.43%
466 Abbey National Plc 5% 15.944 7,430 4.16%
1,163 BG Group Plc 5% 6.384 7,425 2.50%
260 Barclays Plc 5% 28.541 7,421 2.83%
463 CGU Plc 5% 16.049 7,431 4.05%
96 DaimlerChrysler AG 5% 77.356 7,426 4.36%
911 Diageo Plc 5% 8.150 7,425 4.30%
1,389 ENI SpA 5% 5.345 7,424 2.91%
375 Endesa SA 5% 19.781 7,418 2.81%
681 Halifax Group Plc 5% 10.899 7,422 3.46%
238 Hoechst AG 5% 31.143 7,412 3.53%
602 Lloyds TSB Group Plc 5% 12.330 7,423 3.44%
351 National Westminster Bank Plc 5% 21.168 7,430 3.17%
191 RWE AG 5% 38.879 7,426 3.69%
318 Rio Tinto Plc 5% 23.334 7,420 2.50%
418 Royal Bank of Scotland Group Plc 5% 17.772 7,429 2.88%
554 San Paolo-IMI SpA 5% 13.392 7,419 3.49%
1,001 ScottishPower Plc 5% 7.414 7,422 5.64%
901 Shell Transport & Trading Company Plc 5% 8.239 7,423 2.99%
1,013 Unilever Plc 5% 7.330 7,425 2.86%
_______ ________
Total Investments 100% $148,487
======= ========
___________
<FN>
See "Notes to Schedules of Investments" on page 9.
</FN>
</TABLE>
Page 7
Schedule of Investments
Target Small-Cap Portfolio, 1(st) Quarter 2000 Series
FT 387
At the Opening of Business on the
Initial Date of Deposit-December 30, 1999
<TABLE>
<CAPTION>
Number Percentage Market Cost of
of Ticker Symbol and of Aggregate Value per Securities to
Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
______ _______________________________________ ____________ ________ ____________
<C> <S> <C> <C> <C>
93 AVTC AVT Corporation 2.63% $42.000 $ 3,906
154 ATVI Activision, Inc. 1.58% 15.188 2,339
395 AAIR AirTran Holdings, Inc. 1.09% 4.094 1,617
200 AFWY American Freightways Corporation 2.14% 15.875 3,175
120 APEX Apex Inc. 2.67% 33.000 3,960
173 APPB Applebee's International, Inc. 3.30% 28.313 4,898
154 CEC CEC Entertainment Inc. 2.77% 26.750 4,120
364 CLST CellStar Corporation 2.82% 11.500 4,186
241 CHD Church & Dwight Co., Inc. 4.33% 26.688 6,432
86 COO The Cooper Companies, Inc. 1.73% 29.938 2,575
77 CBXC Cybex Computer Products Corporation 2.16% 41.625 3,205
74 DRC Dain Rauscher Corporation 2.36% 47.375 3,506
92 DSCP Datascope Corp. 2.38% 38.375 3,530
120 ELK Elcor Corporation 2.46% 30.375 3,645
81 ESIO Electro Scientific Industries, Inc. 3.82% 70.000 5,670
54 FORR Forrester Research, Inc. 2.47% 68.000 3,672
226 SEM General Semiconductor, Inc. 2.14% 14.063 3,178
141 GON The Geon Company 3.10% 32.688 4,609
100 GBTVK Granite Broadcasting Corporation 0.68% 10.063 1,006
83 HDC Hadco Corporation 2.71% 48.563 4,031
180 HC Hanover Compressor Company 4.36% 36.000 6,480
105 HAR Harman International Industries, Incorporated 3.73% 52.813 5,545
53 HIFN hi/fn, inc. 1.46% 40.938 2,170
190 HYSL Hyperion Solutions Corporation 4.24% 33.125 6,294
257 IMP Imperial Bancorp 3.97% 22.938 5,895
89 IFIN Investors Financial Services Corp. 2.85% 47.625 4,239
186 KMT Kennametal Inc. 3.88% 31.000 5,766
162 MIKE Michaels Stores, Inc. 3.16% 28.938 4,688
115 MNC Monaco Coach Corporation 1.95% 25.125 2,889
72 PEGS Pegasus Systems, Inc. 3.08% 63.500 4,572
165 PIOS Pioneer-Standard Electronics, Inc. 1.56% 14.063 2,320
74 RARE RARE Hospitality International, Inc. 0.98% 19.750 1,461
121 ROAD Roadway Express, Inc. 1.79% 22.000 2,662
104 SWRX SOFTWORKS, Inc. 0.67% 9.563 995
67 SWS Southwest Securities Group, Inc. 1.28% 28.438 1,905
96 TJCO TJ International, Inc. 2.71% 41.938 4,026
128 TXI Texas Industries, Inc. 3.48% 40.375 5,168
63 TTII Transportation Technologies Industries, Inc. 0.76% 18.000 1,134
110 URBN Urban Outfitters, Inc. 1.97% 26.641 2,931
109 WJCO Wesley Jessen VisionCare, Inc. 2.78% 37.891 4,130
_______ ________
Total Investments 100% $148,530
======= ========
___________
<FN>
See "Notes to Schedules of Investments" on page 9.
Page 8
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 30, 1999. Each Trust has a Mandatory Termination
Date of March 30, 2001.
(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 Securities on the
applicable exchange (where applicable, converted into U.S. dollars at
the offer side of the exchange rate at the Evaluation Time) at the
Evaluation Time on December 29, 1999, the business day prior to 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:
Cost of
Securities Profit
to Sponsor (Loss)
___________ ______
European Target 20 Portfolio, 1(st) Quarter 2000 Series $151,248 $(2,761)
Target Small-Cap Portfolio, 1(st) Quarter 2000 Series 149,045 (515)
(3)Current Dividend Yield for each Security was calculated by dividing
the most recent annualized ordinary dividend paid on a Security by that
Security's closing sale price at the Evaluation Time on the business day
prior to the Initial Date of Deposit.
</FN>
</TABLE>
Page 9
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. European Target 20 Portfolio, 1(st) Quarter
2000 Series and Target Small-Cap Portfolio, 1(st) Quarter 2000 Series
are each a separate portfolio, or series, of FT 387.
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.
The Trusts will terminate on the Mandatory Termination Date set forth in
"Summary of Essential Information." Each Trust was created under the
laws of the State of New York according to 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 the 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 a Trust, 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 a Trust, 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 Trust pays 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 a
Trust to buy Securities. If we or an affiliate of ours act as agent to a
Trust 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 a Trust. 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 10
Portfolios
Objectives.
When you invest in a Trust you are purchasing a quality portfolio of
attractive common stocks in one convenient purchase. Because the Trusts'
lives are short (approximately 15 months), we cannot guarantee that a Trust
will achieve its objective or that a Trust will make money once expenses
are deducted.
Each Trust's investment objective is to provide an above-average total
return. The European Target 20 Portfolio, 1(st) Quarter 2000 Series
seeks to meet its objective through a combination of capital
appreciation and dividend income, while the Target Small-Cap Portfolio,
1(st) Quarter 2000 Series seeks to meet its objective through capital
appreciation. As discussed below, each Trust follows a different
investment strategy to meet its objective.
Portfolio Strategies.
European Target 20 Portfolio Strategy.
The European Target 20 Portfolio invests in stocks with high dividend
yields. Investing in stocks with high dividend yields may be effective
in achieving the Trust's investment objective, because regular dividends
are common for established companies, and dividends have historically
accounted for a large portion of the total return on stocks. The
European Target 20 Portfolio is determined as follows:
Step 1: We rank the 120 largest companies based on market capitalization
which are headquartered in Austria, Belgium, Denmark, Finland, Germany,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain,
Sweden, Switzerland or the United Kingdom by dividend yield as of two
business days prior to the date of this prospectus.
Step 2: We select the 20 highest dividend-yielding stocks for the
European Target 20 Portfolio.
Target Small-Cap Portfolio Strategy.
The Target Small-Cap Portfolio invests in stocks with small market
capitalizations which have recently exhibited certain positive financial
attributes. The Target Small-Cap Portfolio is determined as follows:
Step 1: We select the stocks of all U.S. corporations which trade on the
NYSE, the American Stock Exchange ("AMEX") or The Nasdaq Stock Market
("Nasdaq") (excluding limited partnerships, American Depositary Receipts
and mineral and oil royalty trusts) as of two business days prior to the
date of this prospectus.
Step 2: We then select companies which have a market capitalization of
between $150 million and $1 billion and whose stock has an average daily
dollar trading volume of at least $500,000.
Step 3: We next select stocks with positive three-year sales growth.
Step 4: From there we select those stocks whose most recent annual
earnings are positive.
Step 5: We eliminate any stock whose price has appreciated by more than
75% in the last 12 months.
Step 6: We select the 40 stocks with the greatest price appreciation in
the last 12 months on a relative market capitalization basis (highest to
lowest) for the Target Small-Cap Portfolio.
For purposes of applying the Target Small-Cap Strategy, market
capitalization and average trading volume are based on 1996 dollars
which are periodically adjusted for inflation. All steps apply monthly
and rolling quarterly data instead of annual figures where possible.
Companies which, based on publicly available information as of two
business days prior to the date of this prospectus, are the subject of
an announced business combination which we expect will happen within six
months of date of this prospectus have been excluded from the Target
Small-Cap Strategy Portfolio.
Please note that we applied each strategy which makes up the portfolio
for each Trust at a particular time. If we create additional Units of a
Trust after the Initial Date of Deposit we will deposit the Securities
originally selected by applying the strategy at such time. This is true
even if a later application of a strategy would have resulted in the
selection of different securities.
Risk Factors
Price Volatility. The European Target 20 Portfolio, 1(st) Quarter 2000
Series invests in the common stock of foreign companies, while the
Target Small-Cap Portfolio, 1(st) Quarter 2000 Series may invest in the
common stock of both domestic and 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.
Page 11
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 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.
The European Target 20 Portfolio, 1(st) Quarter 2000 Series, which uses
dividend yield as a selection criteria, employs a contrarian strategy in
which the Securities selected share qualities that have caused them to
have lower share prices or higher dividend yields than other common
stocks in their peer group. There is no assurance that negative factors
affecting the share price or dividend yield of these Securities will be
overcome over the life of the Trust or that these Securities will
increase in value.
The Target Small-Cap Portfolio, 1(st) Quarter 2000 Series is
concentrated in Securities 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.
Securities Selection. Please note that we applied each strategy which
makes up the portfolio for each Trust at a particular time. If we create
additional Units of a Trust after the Initial Date of Deposit we will
deposit the Securities originally selected by applying the strategy at
such time. This is true even if a later application of a strategy would
have resulted in the selection of different securities.
Financial Institutions Industry. Because more than 25% of the European
Target 20 Portfolio is invested in common stocks of financial
institutions, the Trust is considered to be concentrated in the
financial institutions industry. A portfolio concentrated in a single
industry may present more risk than a portfolio diversified over several
industries. Financial institutions are especially subject to the adverse
effects of economic recession; volatile interest rates; portfolio
concentrations in geographic markets and in commercial and residential
real estate loans; and competition from new entrants in their fields of
business. In addition, financial institutions are extensively regulated
and may be adversely affected by increased or changing regulations.
Financial institutions face increased competition from nontraditional
lending sources as regulatory changes permit new entrants to offer
various financial products. Technological advances such as the Internet
allow these nontraditional lending sources to cut overhead and permit
the more efficient use of customer data.
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,
or of the industries represented by these issuers, may negatively impact
the share prices of these Securities. We cannot predict what impact any
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. All of the Securities in the European Target 20
Portfolio, 1(st) Quarter 2000 Series are issued by foreign companies,
which makes the Trust subject to more risks than if it invested solely
in domestic common stocks. 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; lack of liquidity of certain foreign markets; and less
Page 12
government supervision and regulation of exchanges, brokers, and issuers
in foreign countries.
The purchase and sale of the foreign Securities will generally occur
only in foreign securities markets. Although we do not believe that the
Trusts will have problems buying and selling these Securities, certain
of the factors stated above may make it impossible to buy or sell them
in a timely manner. Custody of certain of the Securities in the European
Target 20 Portfolio is maintained by Cedel Bank S.A., a global custody
and clearing institution which has entered into a sub-custodian
relationship with the Trustee.
United Kingdom. The European Target 20 Portfolio, 1(st) Quarter 2000
Series is also considered to be concentrated in common stocks of U.K.
issuers. The United Kingdom is one of 15 members of the European Union
("EU") which was formed by the Maastricht Treaty on European Union. It
is expected that the Treaty will have the effect of eliminating most
remaining trade barriers between the member nations and make Europe one
of the largest common markets in the world. However, the uncertain
implementation of the Treaty provisions and recent rapid political and
social change throughout Europe make the extent and nature of future
economic development in the United Kingdom and Europe and their effect
on Securities issued by U.K. issuers impossible to predict.
Unlike a majority of EU members, the United Kingdom did not convert its
currency to the new common European currency, the euro, on January 1,
1999. All companies with significant markets or operations in Europe
face strategic challenges as these entities adapt to a single currency.
The euro conversion may materially impact revenues, expenses or income;
increase competition; affect issuers' currency exchange rate risk and
derivatives exposure; cause issuers to increase spending on information
technology updates; and result in potentially adverse tax consequences.
We cannot predict when or if the United Kingdom will convert to the euro
or what impact the implementation of the euro throughout a majority of
EU countries will have on U.K. or European issuers.
Exchange Rates. Because securities of foreign issuers generally pay
dividends and trade in foreign currencies, the U.S. dollar value of
these Securities (and therefore Units of the Trusts) will vary with
fluctuations in foreign exchange rates. Most foreign currencies have
fluctuated widely in value against the U.S. dollar for various economic
and political reasons. The recent conversion by eleven of the fifteen EU
members of their national currencies to the euro could negatively impact
the market rate of exchange between such currencies (or the newly
created euro) and the U.S. dollar.
To determine the value of foreign Securities or their dividends, the
Evaluator will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, these markets can be quite volatile, depending on the activity
of the large international commercial banks, various central banks,
large multi-national corporations, speculators and other buyers and
sellers of foreign currencies. Since actual foreign currency
transactions may not be instantly reported, the exchange rates estimated
by the Evaluator may not reflect the amount the Trusts would receive, in
U.S. dollars, had the Trustee sold any particular currency in the market.
Hypothetical Performance Information
The following table compares hypothetical performance information for
the strategies employed by each Trust and the actual performance of the
Ibbotson Small-Cap Index and MSCI Europe Index in each of the full years
listed below (and as of the most recent quarter).
These hypothetical returns should not be used to predict future
performance of the Trusts. Returns from a Trust will differ from its
strategy for several reasons, including the following:
- - Total Return figures shown do not reflect sales charges, commissions,
Trust expenses or taxes.
- - Strategy returns are for calendar years (and through the most recent
quarter), while the Trusts begin and end on various dates.
- - Trusts have a maturity longer than one year.
- - Trusts may not be fully invested at all times or equally weighted in
all stocks comprising a strategy.
- - Securities are often purchased or sold at prices different from the
closing prices used in buying and selling Units.
- - For Trusts investing in foreign Securities, currency exchange rates
may differ.
Page 13
You should note that the Trusts are not designed to parallel movements
in any index and it is not expected that they will do so. In fact,
each Trust's strategy underperformed its comparative index in certain
years and we cannot guarantee that a Trust will outperform its respective
index over the life of a Trust or over consecutive rollover periods, if
available. Each index differs widely in size and focus, as described below.
Ibbotson Small-Cap Index. The Ibbotson Small-Cap Index is a market
capitalization weighted index of the ninth and tenth deciles of the New
York Stock Exchange, plus stocks listed on the American Stock Exchange
and over-the-counter with the same or less capitalization as the upper
bound of the NYSE ninth decile.
MSCI Europe Index. The MSCI Europe Index is an equity market
capitalization weighted index consisting of over 500 companies from all
of the developed markets in Europe.
Page 14
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN (2)
Hypothetical Strategy
Total Returns (1) Index Total Returns
__________________ __________________
European Target MSCI Ibbotson
Target 20 Small-Cap Europe Small-Cap
Year Strategy Strategy Index Index
____ _________ _________ ______ _________
<S> <C> <C> <C> <C>
1972 12.66% 4.43%
1973 -25.02% -30.90%
1974 -34.85% -19.95%
1975 40.13% 52.82%
1976 45.70% 57.38%
1977 16.22% 25.38%
1978 17.53% 23.46%
1979 40.78% 43.46%
1980 61.97% 38.88%
1981 -9.46% 13.88%
1982 51.26% 28.01%
1983 31.04% 39.67%
1984 2.00% -1.10% 1.26% -6.67%
1985 79.54% 50.81% 79.79% 24.66%
1986 42.53% 23.35% 44.46% 6.85%
1987 14.86% 14.94% 4.10% -9.30%
1988 16.77% 23.19% 16.35% 22.87%
1989 33.09% 26.10% 29.06% 10.18%
1990 -0.49% 1.08% -3.37% -21.56%
1991 16.59% 59.55% 13.66% 44.63%
1992 -4.03% 27.81% -4.25% 23.35%
1993 37.38% 22.47% 29.79% 20.98%
1994 -0.51% 2.11% 2.66% 3.11%
1995 34.71% 41.65% 22.13% 34.66%
1996 24.35% 34.96% 21.57% 17.62%
1997 28.91% 16.66% 24.20% 22.78%
1998 35.77% 1.85% 28.80% -7.38%
1999 29.17% 12.88% 14.12% 28.96%
________________
<FN>
(1)The Strategy stocks for each Strategy for a given year consist of the
common stocks selected by applying the respective Strategy as of the
beginning of the period (and not the date the Trust actually sells Units).
(2)Total Return represents the sum of the change in market value of each
group of stocks between the first and last trading day of a period plus
the total dividends paid on each group of stocks during such period
divided by the opening market value of each group of stocks as of the
first trading day of a period. Total Return figures assume that all
dividends are reinvested semi-annually and all returns are stated in
terms of U.S. dollars. Based on the year-by-year returns contained in
the table, over the full years as listed above, the European Target 20
Strategy and the Target Small-Cap Strategy achieved an average annual
total return of 22.83% and 19.19%, respectively. In addition, over this
period, each individual strategy achieved a greater average annual total
return than that of its corresponding index, the MSCI Europe Index and
the Ibbotson Small-Cap Index, which were 18.74% and 15.31%, respectively.
</FN>
</TABLE>
Page 15
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the price per Unit 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 up-front 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, changes in the
relevant currency exchange rates, changes in the applicable commissions,
stamp taxes, custodial fees and other costs associated with foreign
trading, 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
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 end of the
initial offering period (a significantly shorter time period than the
life of the Trusts). During 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 "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 of 2.75% and the maximum
remaining deferred sales charge (initially $.175 per Unit) and 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, ten monthly deferred sales
charges of $.0175 per Unit will be deducted from a Trust's assets on
approximately the twentieth day of each month from April 20, 2000
through January 19, 2001. The maximum sales charge you will pay during
the initial offering period will be 2.75% of the Public Offering Price
per Unit (equivalent to 2.778% of the net amount invested, exclusive of
the deferred sales charge).
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
Page 16
follows:
Your maximum
If you invest sales charge
(in thousands)* will be
_______________ ____________
$50 but less than $100 2.50%
$100 but less than $150 2.25%
$150 but less than $500 1.90%
$500 but less than $1,000 1.75%
$1,000 or more 1.00%
*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
broker/dealer or other selling agent making the sale.
If you commit to purchase Units of the Trusts, or subsequent series of
the Trusts, valued at $1,000,000 or more over a 12-month period,
commencing with your first purchase you will receive the reduced sales
charge set forth above on all individual purchases over $83,000.
If you purchase Units with rollover proceeds from a previous series of a
Trust, you will be subject only to the maximum deferred sales charge on
such Units (for rollover purchases of $1,000,000 or more, the charge
will be a deferred sales charge limited to 1.00% of the Public Offering
Price), but you will not be eligible to receive the reduced sales
charges described in the above table. In addition, you can use
termination proceeds from other unit investments trusts with a similar
strategy as a Trust, or redemption or termination proceeds from any unit
investment trust we sponsor, to purchase Units of the Trusts subject
only to any remaining deferred sales charge. 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, daughters-in-law, brothers-in-law and sisters-in-
law, and trustees, custodians or fiduciaries for the benefit of such
persons).
The Sponsor and certain dealers may establish a schedule where
employees, officers and directors of such dealers can purchase Units of
a Trust at the Public Offering Price less the established schedule
amount, which is designed to compensate such dealers for activities
relating to the sale of Units (the "Employee Dealer Concession").
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
Page 17
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
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.
The total value of the Securities in the European Target 20 Portfolio
during the initial offering period is computed on the basis of the
offering side value of the relevant currency exchange rate expressed in
U.S. dollars as of the Evaluation Time.
After the initial offering period 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. In
addition, during this period the aggregate underlying value of the
Securities is computed on the basis of the bid side value of the
relevant currency exchange rate expressed in U.S. dollars as of the
Evaluation Time.
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.
Dealers and other selling agents can purchase Units at prices which
reflect a concession or agency commission of 2.25% of the Public
Offering Price per Unit. However, this amount will be reduced to $0.13
per Unit on purchases by Rollover Unit holders or on the sale of Units
subject only to any remaining deferred sales charge. In addition,
dealers and other selling agents will receive a maximum concession of up
to $0.10 per Unit on purchases of Units resulting from the automatic
reinvestment of income or capital distributions into additional Units.
Dealers and other selling agents who sell Units of a Trust 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 0.015%
$ 25 but less than $40 0.025%
$ 40 but less than $50 0.050%
$ 50 but less than $75 0.125%
$ 75 but less than $100 0.150%
$100 or more 0.200%
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. If we reacquire, or the Trustee redeems, Units from
brokers, dealers or other selling agents while a market is being
maintained for such Units, such entities agree to immediately repay to
us any concession or agency commission relating to the reacquired Units.
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.
Award Programs.
From time to time we may sponsor programs which provide awards to our
dealers' registered representatives who have sold a minimum number of
Page 18
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 a Trust (which
may show performance net of the expenses and charges a Trust 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 indices, 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, Business Week, 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 for each 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 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 and Trustee costs to transfer and record the ownership of
Units. 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 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 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 the Trusts 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 the
Trusts from the Income Account of a 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.
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
Page 19
selling Securities. 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 fee 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 service in such year.
In addition to a Trust's operating expenses, and the fees described
above, the Trusts may also incur the following charges:
- - All legal 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;
- - Foreign custodial and transaction fees, if any; 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
a Trust. 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 a Trust. If there is not enough cash in
the Income or Capital Accounts of a Trust, 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."
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.
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 a Trust, and as
such you will be considered to have received a pro rata share of income
(i.e., dividends and capital gains, if any) from each Security when such
income is considered to be received by a Trust. This is true even if you
elect to have your distributions automatically reinvested into
additional Units. In addition, the income from the Trust which you must
take into account for federal income tax purposes is not reduced for
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,
generally including sales charges, among each Security or other Trust
asset ratably according to their value on the date you purchase your
Units. In certain circumstances, however, you may have to adjust your
Page 20
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.
Rollovers.
If you elect to have your proceeds from a Trust rolled over into the
next series of such Trust, it is considered a sale for federal income
tax purposes, and any gain on the sale will be treated as a capital
gain, and any loss will be treated as a capital loss. However, any loss
you incur in connection with the exchange of your Units of a Trust for
units of the next series will generally be disallowed with respect to
this deemed sale and subsequent deemed repurchase, to the extent the two
trusts have identical Securities under the wash sale provisions of the
Internal Revenue Code.
In-Kind Distributions.
Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") from the Target Small-Cap
Portfolio 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. 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 the Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by such 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 a Trust 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 U.S. persons, provided that less than 25 percent 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.
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.
Page 21
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 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
your 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;
- - 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.
Page 22
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 a Trust. All other receipts,
such as return of capital, are credited to the Capital Account of a
Trust. Dividends received on foreign Securities, if any, are converted
into U.S. dollars at the applicable exchange rate.
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, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money
from the sale of the Securities. However, if you own Units of the Target
Small-Cap Portfolio, you may elect to receive an In-Kind Distribution as
described under "Amending or Terminating the Indenture." All Unit
holders will receive a pro rata share of any other assets remaining in
their 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 that Trust.
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. 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 any 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
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 of a Trust if funds are available for that
Page 23
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of a Trust. The IRS
will require the Trustee to withhold a portion of your redemption
proceeds if the Trustee does not have your TIN as generally discussed
under "Income and Capital Distributions."
If you tender 1,000 Units or more of the Target Small-Cap Portfolio 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.
The Trustee may sell Securities of a Trust 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 underlying value of the Securities held in that 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 such Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of such Trust, if any;
4. cash held for distribution to Unit holders of record of such Trust as
of the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by such Trust; and
dividing
1. the result by the number of outstanding Units of such Trust.
Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, during the
initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."
Investing in a New Trust
Each Trust's portfolio has been selected on the basis of capital
appreciation potential for a limited time period. When each Trust is
about to terminate, you may have the option to roll your proceeds into
the next series of a Trust (the "New Trusts") if one is available. We
intend to create the New Trusts in conjunction with the termination of
the Trusts and plan to apply the same strategy we used to select the
portfolio for the Trusts to the New Trusts.
If you wish to have the proceeds from your Units rolled into a New Trust
you must notify the Trustee in writing of your election by the Rollover
Notification Date stated in the "Summary of Essential Information." As a
Rollover Unit holder, your Units will be redeemed and the underlying
Securities sold by the Trustee, in its capacity as Distribution Agent,
during the Special Redemption and Liquidation Period. The Distribution
Agent may engage us or other brokers as its agent to sell the Securities.
Page 24
Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of a New Trust or trust with a similar investment
strategy that you have selected, provided such trusts are registered and
being offered. Accordingly, proceeds may be uninvested for up to several
days. Units purchased with rollover proceeds will generally be purchased
subject only to the maximum remaining deferred sales charge on such
units (currently expected to be $.175 per unit).
We intend to create New Trust units as quickly as possible, depending on
the availability of the Securities contained in a New Trust's portfolio.
Rollover Unit holders will be given first priority to purchase New Trust
units. We cannot, however, assure the exact timing of the creation of
New Trust units or the total number of New Trust units we will create.
Any proceeds not invested on behalf of Rollover Unit holders in New
Trust units will be distributed within a reasonable time after such
occurrence. Although we believe that enough New Trust units can be
created, monies in a New Trust may not be fully invested on the next
business day.
Please note that there are certain tax consequences associated with
becoming a Rollover Unit holder. See "Tax Status." If you elect not to
participate as a Rollover Unit holder ("Remaining Unit holders"), you
will not incur capital gains or losses due to the Special Redemption and
Liquidation, nor will you be charged any additional sales charge. We may
modify, amend or terminate this rollover option upon 60 days notice.
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
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 a Trust, 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 of a Trust 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 the Trusts 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 the Trusts' portfolio
transactions, or when acting as agent for the Trusts in acquiring or
selling Securities on behalf of the Trusts.
Page 25
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, each Trust will terminate on
the Mandatory Termination Date. A Trust may be terminated prior to the
Mandatory Termination Date:
- - Upon the consent of 100% of the Unit holders;
- - If the value of the Securities owned by such 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,
including Unit holders' participation as Rollover Unit holders, 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
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 the Target Small-Cap Portfolio 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 of Securities (reduced by customary transfer and
registration charges) rather than the typical cash distribution. 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 either the Rollover Option
or 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 your
Trust is terminated. Regardless of the distribution involved, the
Trustee will deduct from a Trust 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.
Page 26
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; 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
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 Trust; 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 27
FIRST TRUST (registered trademark)
European Target 20 Portfolio, 1(st) Quarter 2000 Series
Target Small-Cap Portfolio, 1(st) Quarter 2000 Series
FT 387
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
________________________
When Units of the Trusts are no longer available, this prospectus may be
used as a preliminary prospectus for a future series, in which case you
should note the following:
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES
UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE
ILLEGAL.
________________________
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. 333-91979) and
- - Investment Company Act of 1940 (file no. 811-05903)
Information about the Trusts 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 30, 1999
As amended January 3, 2000
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 28
First Trust (registered trademark)
TARGET PORTFOLIO SERIES
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in Target Portfolio Series 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 30, 1999. Capitalized
terms have been defined in the prospectus.
<TABLE>
<CAPTION>
Table of Contents
<S> <C>
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 2
United Kingdom 3
Exchange Rate 3
Concentrations
Banks and Thrifts 6
Small-Cap Companies 7
Portfolios
Equity Securities Selected for European Target 20 Portfolio, 1(st) Quarter 2000 Series 8
Equity Securities Selected for Target Small-Cap Portfolio, 1(st) Quarter 2000 Series 9
</TABLE>
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. From September
30, 1997 through October 30, 1997, amid record trading volume, the S&P
500 Index, DJIA, FT Index and Hang Seng Index declined 4.60%, 7.09%,
6.19% and 31.14%, respectively. In addition, against a backdrop of
continued uncertainty regarding the current global currency crisis and
falling commodity prices, during the period between July 31, 1998 and
September 30, 1998, the S&P 500, DJIA and FT Index declined by 8.97%,
11.32% and 17.80%, respectively, while the Hang Seng Index increased .20%.
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. Shareholders of common stocks of the type held
by the Trusts have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
Page 1
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.
Cumulative preferred stock dividends must be paid before common stock
dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred
stock. Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.
Foreign Issuers. Since all of the Securities included in the European
Target 20 Portfolio consist of securities of foreign issuers, an
investment in such Trust 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 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 Trust, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for such Trust.
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 United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities. See "Exchange Rate" below.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trust are subject to
exchange control restrictions under existing law which would materially
interfere with payment to such Trust 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 such Trust. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trust and on the ability of such Trust to satisfy their 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 a Trust 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 the Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by a
Trust will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the Trust 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.
United Kingdom. The emphasis of the United Kingdom's economy is in the
private services sector, which includes the wholesale and retail sector,
Page 2
banking, finance, insurance and tourism. Services as a whole account for
a majority of the United Kingdom's gross national product and makes a
significant contribution to the country's balance of payments. The
portfolios of the Trusts may contain common stocks of British companies
engaged in such industries as banking, chemicals, building and
construction, transportation, telecommunications and insurance. Many of
these industries may be subject to government regulation, which may have
a materially adverse effect on the performance of their stock. In the
first quarter of 1998, gross domestic product (GDP) of the United
Kingdom grew to a level 3.0% higher than in the first quarter of 1997,
however the overall rate of GDP growth has slowed since the third
quarter of 1997. The slow down largely reflects a deteriorating trade
position and higher indirect taxes. The average quarterly rate of GDP
growth in the United Kingdom (as well as in Europe generally) has been
decelerating since 1994. The United Kingdom is a member of the European
Union (the "EU") which was created through the formation of the
Maastricht Treaty on European Union in late 1993. It is expected that
the Treaty will have the effect of eliminating most remaining trade
barriers between the 15 member nations and make Europe one of the
largest common markets in the world. However, the effective
implementation of the Treaty provisions and the rate at which trade
barriers are eliminated is uncertain at this time. Furthermore, the
recent rapid political and social change throughout Europe make the
extent and nature of future economic development in the United Kingdom
and Europe and the impact of such development upon the value of
Securities issued by United Kingdom companies impossible to predict.
A majority of the EU members converted their existing sovereign
currencies to a common currency (the "euro") on January 1, 1999. The
United Kingdom did not participate in this conversion on January 1, 1999
and the Sponsor is unable to predict if or when the United Kingdom will
convert to the euro. Moreover, it is not possible to accurately predict
the effect of the current political and economic situation upon long-
term inflation and balance of trade cycles and how these changes, as
well as the implementation of a common currency throughout a majority of
EU countries, would affect the currency exchange rate between the U.S.
dollar and the British pound sterling. In addition, United Kingdom
companies with significant markets or operations in other European
countries (whether or not such countries are participating) face
strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues,
expenses or income from operations; increase competition due to the
increased price transparency of EU markets; affect issuers' currency
exchange rate risk and derivatives exposure; disrupt current contracts;
cause issuers to increase spending on information technology updates
required for the conversion; and result in potential adverse tax
consequences. The Sponsor is unable to predict what impact, if any, the
euro conversion will have on any of the Securities issued by United
Kingdom companies in the Trusts.
Exchange Rate. The European Target 20 Portfolio is comprised totally of
Securities that are principally traded in foreign currencies and as
such, involve investment risks that are substantially different from an
investment in a fund which invests in securities that are principally
traded in United States dollars. The United States dollar value of the
portfolio (and hence of the Units) and of the distributions from the
portfolio will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies. Most foreign
currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the rate of inflation in the respective economies compared to
the United States, the impact of interest rate differentials between
different currencies on the movement of foreign currency rates, the
balance of imports and exports goods and services, the soundness of the
world economy and the strength of the respective economy as compared to
the economies of the United States and other countries.
The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty which established a system of
fixed exchange rates and the convertibility of the United States dollar
into gold through foreign central banks. Starting in 1971, growing
volatility in the foreign exchange markets caused the United States to
abandon gold convertibility and to effect a small devaluation of the
United States dollar. In 1973, the system of fixed exchange rates
between a number of the most important industrial countries of the
world, among them the United States and most Western European countries,
was completely abandoned. Subsequently, major industrialized countries
have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating
international market. Many smaller or developing countries have
continued to "peg" their currencies to the United States dollar although
there has been some interest in recent years in "pegging" currencies to
Page 3
"baskets" of other currencies or to a Special Drawing Right administered
by the International Monetary Fund. In Europe, the euro has been
developed. Currencies are generally traded by leading international
commercial banks and institutional investors (including corporate
treasurers, money managers, pension funds and insurance companies). From
time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of
preventing or reducing substantial exchange rate fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of
actual and proposed government policies on the value of currencies,
interest rate differentials between the currencies and the balance of
imports and exports of goods and services and transfers of income and
capital from one country to another. These economic factors are
influenced primarily by a particular country's monetary and fiscal
policies (although the perceived political situation in a particular
country may have an influence as well-particularly with respect to
transfers of capital). Investor psychology may also be an important
determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative
strength or weakness of a particular currency may sometimes exercise
considerable speculative influence on currency exchange rates by
purchasing or selling large amounts of the same currency or currencies.
However, over the long term, the currency of a country with a low rate
of inflation and a favorable balance of trade should increase in value
relative to the currency of a country with a high rate of inflation and
deficits in the balance of trade.
The following tables set forth, for the periods indicated, the range of
fluctuation concerning the equivalent U.S. dollar rates of exchange and
end of month equivalent U.S. dollar rates of exchange for the United
Kingdom pound sterling the and the euro:
Foreign Exchange Rates
Range of Fluctuations in Foreign Currencies
United Kingdom
Annual Pound Sterling/
Period U.S. Dollar
_____ __________
1983 0.616-0.707
1984 0.670-0.864
1985 0.672-0.951
1986 0.643-0.726
1987 0.530-0.680
1988 0.525-0.601
1989 0.548-0.661
1990 0.504-0.627
1991 0.499-0.624
1992 0.499-0.667
1993 0.630-0.705
1994 0.610-0.684
1995 0.610-0.653
1996 0.583-0.670
1997 0.584-0.633
1998 0.584-0.620
1999 0.597-0.646
Source: Bloomberg L.P.
Page 4
<TABLE>
<CAPTION>
End of Month Exchange Rates End of Month Exchange Rates
for Foreign Currencies for Foreign Currencies (continued)
United Kingdom United Kingdom
Pound Sterling/ Euro/ Pound Sterling/ Euro/
Monthly Period U.S. Dollar U.S. Dollar Monthly Period U.S. Dollar U.S. Dollar
______________ ____________ ___________ ______________ ____________ ___________
<S> <C> <C> <C> <C> <C>
1992: 1996:
January .559 N.A. January .661 N.A.
February .569 N.A. February .653 N.A.
March .576 N.A. March .655 N.A.
April .563 N.A. April .664 N.A.
May .546 N.A. May .645 N.A.
June .525 N.A. June .644 N.A.
July .519 N.A. July .642 N.A.
August .503 N.A. August .639 N.A.
September .563 N.A. September .639 N.A.
October .641 N.A. October .615 N.A.
November .659 N.A. November .595 N.A.
December .662 N.A. December .583 N.A.
1993: 1997:
January .673 N.A. January .624 N.A.
February .701 N.A. February .614 N.A.
March .660 N.A. March .611 N.A.
April .635 N.A. April .616 N.A.
May .640 N.A. May .610 N.A.
June .671 N.A. June .600 N.A.
July .674 N.A. July .609 N.A.
August .670 N.A. August .622 N.A.
September .668 N.A. September .619 N.A.
October .676 N.A. October .598 N.A.
November .673 N.A. November .592 N.A.
December .677 N.A. December .607 N.A.
1994: 1998:
January .664 N.A. January .613 N.A.
February .673 N.A. February .609 N.A.
March .674 N.A. March .598 N.A.
April .659 N.A. April .598 N.A.
May .662 N.A. May .613 N.A.
June .648 N.A. June .600 N.A.
July .648 N.A. July .613 N.A.
August .652 N.A. August .595 N.A.
September .634 N.A. September .589 N.A.
October .611 N.A. October .596 N.A.
November .639 N.A. November .607 N.A.
December .639 N.A. December .602 N.A.
1995: 1999:
January .633 N.A. January .608 1.136
February .631 N.A. February .624 1.103
March .617 N.A. March .621 1.076
April .620 N.A. April .621 1.057
May .630 N.A. May .624 1.042
June .627 N.A. June .634 1.035
July .626 N.A. July .617 1.071
August .645 N.A. August .623 1.056
September .631 N.A. September .607 1.068
October .633 N.A. October .608 1.055
November .652 N.A. November .626 1.009
December .645 N.A. December .618 1.006
</TABLE>
Source: Bloomberg L.P.
Page 5
The Evaluator will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, since these markets are volatile and are constantly changing,
depending on the activity at any particular time of the large
international commercial banks, various central banks, large multi-
national corporations, speculators and other buyers and sellers of
foreign currencies, and since actual foreign currency transactions may
not be instantly reported, the exchange rates estimated by the Evaluator
may not be indicative of the amount in United States dollars the Trusts
would receive had the Trustee sold any particular currency in the
market. The foreign exchange transactions of the Trusts will be
conducted by the Trustee with foreign exchange dealers acting as
principals on a spot (i.e., cash) buying basis. Although foreign
exchange dealers trade on a net basis, they do realize a profit based
upon the difference between the price at which they are willing to buy a
particular currency (bid price) and the price at which they are willing
to sell the currency (offer price).
Concentrations
Banks and Thrifts. Certain Trusts may be considered to be concentrated
in common stocks of financial institutions. See "Risk Factors" in the
prospectus which will indicate, if applicable, a Trust's concentration
in this industry. Banks, thrifts and their holding companies are
especially subject to the adverse effects of economic recession,
volatile interest rates, portfolio concentrations in geographic markets
and in commercial and residential real estate loans, and competition
from new entrants in their fields of business. Banks and thrifts are
highly dependent on net interest margin. Recently, bank profits have
come under pressure as net interest margins have contracted, but volume
gains have been strong in both commercial and consumer products. There
is no certainty that such conditions will continue. Bank and thrift
institutions had received significant consumer mortgage fee income as a
result of activity in mortgage and refinance markets. As initial home
purchasing and refinancing activity subsided, this income diminished.
Economic conditions in the real estate markets, which have been weak in
the past, can have a substantial effect upon banks and thrifts because
they generally have a portion of their assets invested in loans secured
by real estate. Banks, thrifts and their holding companies are subject
to extensive federal regulation and, when such institutions are state-
chartered, to state regulation as well. Such regulations impose strict
capital requirements and limitations on the nature and extent of
business activities that banks and thrifts may pursue. Furthermore, bank
regulators have a wide range of discretion in connection with their
supervisory and enforcement authority and may substantially restrict the
permissible activities of a particular institution if deemed to pose
significant risks to the soundness of such institution or the safety of
the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to banks and
thrifts and increases in deposit insurance premiums required to be paid
by banks and thrifts to the Federal Deposit Insurance Corporation
("FDIC"), can negatively impact earnings and the ability of a company to
pay dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks or
their holding companies, or insures against any risk of investment in
the securities issued by such institutions.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Securities in the Trust's portfolio cannot be predicted
with certainty. The recently enacted Gramm-Leach-Bliley Act repealed
most of the barriers set up by the 1933 Glass-Steagall Act which
separated the banking, insurance and securities industries. Now banks,
insurance companies and securities firms can merge to form one-stop
financial conglomerates marketing a wide range of financial products to
investors. This legislation will likely result in increased merger
activity and heightened competition among existing and new participants
in the field. Efforts to expand the ability of federal thrifts to branch
on an interstate basis have been initially successful through
promulgation of regulations, and legislation to liberalize interstate
banking which has recently been signed into law. Under the legislation,
banks will be able to purchase or establish subsidiary banks in any
Page 6
state, one year after the legislation's enactment. Starting in mid-1997,
banks were allowed to turn existing banks into branches. Consolidation
is likely to continue. The Securities and Exchange Commission and the
Financial Accounting Standards Board require the expanded use of market
value accounting by banks and have imposed rules requiring market
accounting for investment securities held in trading accounts or
available for sale. Adoption of additional such rules may result in
increased volatility in the reported health of the industry, and
mandated regulatory intervention to correct such problems. In late 1993
the United States Treasury Department proposed a restructuring of the
banks regulatory agencies which, if implemented, may adversely affect
certain of the Securities in the Trust's portfolio. Additional
legislative and regulatory changes may be forthcoming. For example, the
bank regulatory authorities have proposed substantial changes to the
Community Reinvestment Act and fair lending laws, rules and regulations,
and there can be no certainty as to the effect, if any, that such
changes would have on the Securities in a Trust's portfolio. In
addition, from time to time the deposit insurance system is reviewed by
Congress and federal regulators, and proposed reforms of that system
could, among other things, further restrict the ways in which deposited
moneys can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to bank institutions
become more limited and as consumers look for savings vehicles other
than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions,
mortgage banking companies and insurance companies, and increased
competition may result from legislative broadening of regional and
national interstate banking powers as has been recently enacted. Among
other benefits, the legislation allows banks and bank holding companies
to acquire across previously prohibited state lines and to consolidate
their various bank subsidiaries into one unit. The Sponsor makes no
prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions
might have on a Trust's portfolio.
The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank
holding company, (3) acquiring all or substantially all the assets of a
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and
future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.
The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which could
only be funded in ways that would weaken its financial health, such as
by borrowing. The FRB also may impose limitations on the payment of
dividends as a condition to its approval of certain applications,
including applications for approval of mergers and acquisitions. The
Sponsor makes no prediction as to the effect, if any, such laws will
have on the Securities or whether such approvals, if necessary, will be
obtained.
Small-Cap Companies. While historically small-cap company stocks have
outperformed the stocks of large companies, the former have customarily
involved more investment risk as well. Small-cap companies may have
limited product lines, markets or financial resources; may lack
management depth or experience; and may be more vulnerable to adverse
general market or economic developments than large companies. Some of
these companies may distribute, sell or produce products which have
recently been brought to market and may be dependent on key personnel.
The prices of small company securities are often more volatile than
prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less
Page 7
publicly available information. Also, because small cap companies
normally have fewer shares outstanding and these shares trade less
frequently than large companies, it may be more difficult for the Trusts
which contain these Securities to buy and sell significant amounts of
such shares without an unfavorable impact on prevailing market prices.
Portfolios
Equity Securities Selected for the European Target 20 Portfolio,
1(st) Quarter 2000 Series
ABN AMRO Holding NV, headquartered in Amsterdam, the Netherlands,
provides full-service banking operations both in the Netherlands and
worldwide.
Abbey National Plc, headquartered in London, England, offers personal
banking services through its locations in the United Kingdom, France,
Gibraltar, Italy, Spain and other countries worldwide.
BG Group Plc, headquartered in Berkshire, England, is an international
energy company that develops and supplies gas markets worldwide. The
company and its subsidiaries also provide exploration and production;
research and technology; and property development services.
Barclays Plc, headquartered in London, England, is a financial services
group engaged primarily in the banking and investment banking
businesses. Through its subsidiary, Barclay Bank Plc, the company offers
commercial and investment banking, insurance, financial and related
services in more than 60 countries.
CGU Plc, headquartered in London, England, is the holding company for
Commercial Union Assurance Company Plc, an international life and
property-casualty insurance operation. Through its subsidiary, the
company transacts all classes of insurance and life assurance excluding
industrial life. The company also does business in property investment
and development, loans and mortgages.
DaimlerChrysler AG, headquartered in Stuttgart, Germany, designs,
manufactures and markets automobiles and other vehicles worldwide. The
company also provides electronics and telecommunications services as
well as aerospace, defense and financial services.
Diageo Plc, headquartered in London, England, has operations in food,
alcoholic beverages, fast food restaurants and property management. The
company markets food products under the "Pillsbury," "Haagen Dazs," and
"Green Giant" brand names; and liquor and beer products under the
"Smirnoff," "J&B Rare," "Johnnie Walker," "Jose Cuervo," "Baileys,"
"Harp" and "Guinness Stout" names. The company also owns "Burger King"
restaurants.
ENI SpA, headquartered in Rome, Italy, is a fully integrated oil and gas
company with operations worldwide. The company explores for,
distributes, refines and markets petroleum products. The company also
provides offshore oil and gas pipelaying services.
Endesa SA, headquartered in Madrid, Spain, produces, transmits,
distributes and supplies electricity to major utilities throughout Spain
and has interests in coal mining companies.
Halifax Group Plc, headquartered in Halifax, England, provides a full
range of personal financial services throughout the United Kingdom.
Hoechst AG, headquartered in Frankfurt, Germany, through subsidiaries,
manufactures pharmaceuticals, agriculture and veterinary products and
industrial chemicals. The company produces prescription drugs,
herbicides, fungicides and insecticides; animal anti-parasitic products,
antibiotics and vaccines; and basic chemicals, plastics, polymers and
industrial gases. The company markets its products worldwide.
Lloyds TSB Group Plc, headquartered in London, England, through
subsidiaries and associated companies, offers a wide range of banking
and financial services throughout the United Kingdom and a number of
other countries.
National Westminster Bank Plc, headquartered in London, England,
provides worldwide corporate and investment banking, asset management
and financial services to both domestic and international markets.
RWE AG, headquartered in Essen, Germany, is one of Germany's largest
energy utility companies. Through subsidiaries, the company operates
worldwide, offering products and services in the energy, mining, raw
materials, petroleum, chemicals, waste disposal, mechanical and plant
engineering, construction and civil engineering business sectors.
Rio Tinto Plc, headquartered in London, England, is an international
mining company with operations in Australia, Canada, Europe, New
Zealand, South Africa, South America and the United States.
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Royal Bank of Scotland Group Plc, headquartered in Edinburgh, Scotland,
is a holding company that provides a wide range of banking, insurance
and finance-related activities. The company's principal subsidiary,
Royal Bank of Scotland, is a clearing bank that operates
internationally. Citizens Financial Group is their U.S. subsidiary, and
Angel Trains provides rolling stock leasing services.
San Paolo-IMI SpA, headquartered in Turin, Italy, operates as a
commercial bank in Italy and abroad and is the holding company of a
diversified financial group which includes municipal lender "Crediop."
ScottishPower Plc, headquartered in Glasgow, Scotland, is an integrated
power and energy group which generates and supplies electricity and
provides electrical power systems throughout the United Kingdom. The
company also supplies water and waste water services, operates in the
gas and telecommunications sectors, and sells and services electrical
goods and home entertainment appliances.
Shell Transport & Trading Company Plc, headquartered in London, England,
owns 40% of the Royal Dutch/Shell Group of companies. These companies
are involved in all phases of the petroleum industry, from exploration
to final processing and delivery. The company primarily derives income
from dividends generated by the group's holding companies. The company
has locations in over 130 countries around the world.
Unilever Plc, headquartered in London, England, manufactures branded and
packaged consumer goods including food, detergents, fragrances and
personal care products. The company shares operations with Unilever N.V.
The two companies are linked by a series of agreements and operate as a
single entity as much as possible. The company sells its products
internationally.
Equity Securities Selected for the Target Small-Cap Portfolio, 1(st)
Quarter 2000 Series
AVT Corporation, headquartered in Kirkland, Washington, develops, makes,
sells and supports a broad line of open systems-based computer-telephony
software products and systems that automate call answering and enable a
user to manage different types of messages from either a personal
computer or a telephone.
Activision, Inc., headquartered in Santa Monica, California, develops,
publishes and sells interactive entertainment software for video game
systems and personal computers. The company also develops software
products which combine entertainment with education.
AirTran Holdings, Inc., headquartered in Orlando, Florida, offers no-
frills, point-to-point scheduled air transportation and cargo service,
serving short-haul markets primarily in the eastern United States.
American Freightways Corporation, headquartered in Harrison, Arkansas,
operates as a scheduled common and contract carrier transporting
primarily less-than-truckload shipments of general commodities, serving
all points in mid-Atlantic, midwestern, southeastern and southwestern
states.
Apex Inc., headquartered in Woodinville, Washington, makes and markets
stand-alone switching systems that enable client/server network
administrators to manage multiple servers from a single keyboard, video
monitor and mouse configuration.
Applebee's International, Inc., headquartered in Overland Park, Kansas,
develops, franchises and operates a national chain of restaurants
throughout the United States, Canada, Curacao and Europe under the
"Applebee's Neighborhood Grill & Bar" name. The company also operates
"Rio Bravo Cantina" restaurants and other specialty restaurants in
several states.
CEC Entertainment Inc., headquartered in Irving, Texas, owns and
franchises more than 300 "Chuck E. Cheese's Pizza" restaurants in
numerous states.
CellStar Corporation, headquartered in Carrollton, Texas, sells cellular
phones and other wireless telecommunications products, such as pagers
and two-way radios, to wholesalers and at retail in the United States,
the Asia-Pacific region, Latin America and the United Kingdom.
Church & Dwight Co., Inc., headquartered in Princeton, New Jersey, makes
sodium bicarbonate and sodium bicarbonate-based consumer products sold
mainly under the "Arm & Hammer" name, including baking soda, laundry
detergent, dryer sheets, tooth powder and toothpaste, washing soda and
deodorizers. The company also makes ammonium bicarbonate.
The Cooper Companies, Inc., headquartered in Pleasanton, California,
through subsidiaries, develops, makes and markets contact lenses. The
company also develops, makes and distributes diagnostic and surgical
instruments and equipment.
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Cybex Computer Products Corporation, headquartered in Huntsville,
Alabama, develops, produces and markets keyboard, video monitor and
mouse switch and extension products for use in the computer industry.
Dain Rauscher Corporation, headquartered in Minneapolis, Minnesota,
provides investment banking, securities brokerage and money management
services to individual investors in the western United States as well as
corporate and government clients nationwide.
Datascope Corp., headquartered in Montvale, New Jersey, produces
proprietary products for clinical healthcare markets in interventional
cardiology, anesthesiology, cardiovascular and vascular surgery, and
critical care. The company's products include an intra-aortic balloon
pumping (IABP) system, monitors, a collagen hemostat pad and VasoSeal.
Elcor Corporation, headquartered in Dallas, Texas, makes premium
laminated fiberglass asphalt residential roofing products;
remanufactures diesel engine cylinder liners; provides tin plating of
pistons; and applies shielding to computer and electronic equipment.
Electro Scientific Industries, Inc., headquartered in Portland, Oregon,
provides electronics manufacturers with equipment necessary to produce
key components used in wireless telecommunications, computers,
automotive electronics and many other electronic products.
Forrester Research, Inc., headquartered in Cambridge, Massachusetts,
offers research products and services that help its clients assess the
effect of technology on their businesses. The company's products include
Internet commerce, corporate technology and Technographics data and
analysis.
General Semiconductor, Inc., headquartered in Melville, New York,
designs, makes and sells low-to-medium-power rectifiers, small signal
diodes and transistors, transient voltage suppressors and zener diodes
in axial, bridge, power and surface mount packages.
The Geon Company, headquartered in Avon Lake, Ohio, produces polyvinyl
chloride (PVC) resins and compounds, and also produces and markets vinyl
chloride monomer (VCM), an intermediate precursor to PVC. The company
has manufacturing plants in the United States, Australia, Canada and
England.
Granite Broadcasting Corporation, headquartered in New York, New York,
owns and operates various network-affiliated television stations serving
markets in New York, California, Illinois, Indiana, Michigan, Texas and
Wisconsin. The company's stations are affiliated with either ABC, CBS,
NBC or WB television networks.
Hadco Corporation, headquartered in Salem, New Hampshire, offers a wide
array of sophisticated manufacturing, engineering and systems
integration services to meet its customers' electronic interconnect
needs. The company's principal products are complex multilayer rigid
printed circuits and backplane assemblies which it sells primarily to
the computer, industrial automation and telecommunication industries.
Hanover Compressor Company, headquartered in Houston, Texas, provides
natural gas compression rental, operations and maintenance services in
the United States and select international markets. As a complement to
its compression services, it also conducts compressor and oil and gas
production equipment fabrication operations. The company's products are
used in the production, transportation, processing and storage of
natural gas.
Harman International Industries, Incorporated, headquartered in
Washington, D.C., makes and distributes a broad range of high quality,
high fidelity audio and video system components for the consumer home
and automotive, original equipment manufacturer, and professional
markets worldwide.
hi/fn, inc., headquartered in Los Gatos, California, designs, develops
and markets semiconductor devices which are used in a variety of
networking and storage equipment such as routers, remote access
concentrators, firewalls and back-up storage devices. The company's
devices enable secure, high-bandwidth network connectivity and storage
of business information.
Hyperion Solutions Corporation, headquartered in Sunnyvale, California,
develops and markets enterprise on-line analytical software for
management reporting, analysis and planning.
Imperial Bancorp, headquartered in Inglewood, California, through its
principal subsidiary, Imperial Bank, conducts a general commercial
banking business at offices throughout California and loan production
offices in California, Arizona, Massachusetts, Texas, Virginia and
Washington.
Investors Financial Services Corp., headquartered in Boston,
Massachusetts, provides asset administration services for the financial
services industry. Services include domestic and global custody,
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multicurrency accounting, institutional transfer agency, performance
measurement, foreign exchange, securities lending and mutual fund
administration.
Kennametal Inc., headquartered in Latrobe, Pennsylvania, makes, sells
and distributes a broad range of tools, industrial supplies and
accessories for the metalworking, mining and highway construction
industries. The company's operations are located worldwide.
Michaels Stores, Inc., headquartered in Irving, Texas, owns and operates
specialty retail stores under the names "Michaels" and "Aaron Brothers"
in 45 states, Canada and Puerto Rico. The stores feature a variety of
home decorations and arts and crafts items.
Monaco Coach Corporation, headquartered in Coburg, Oregon, makes premium
Class A motor coaches and towable recreational vehicles, consisting of
13 models of motor coaches and seven models of towables (fifth wheel
trailers and travel trailers) under the "Monaco," "Holiday Rambler,"
"Royale Coach" and "McKenzie Towables" brand names.
Pegasus Systems, Inc., headquartered in Dallas, Texas, provides global
electronic commerce and transaction processing solutions to hotels,
travel agencies, meeting and convention planners, corporate travel
departments and Internet businesses around the world. The company's
products enable its customers to electronically access hotel room
information and to conduct reservation transactions.
Pioneer-Standard Electronics, Inc., headquartered in Cleveland, Ohio,
distributes semiconductors, microprocessors, memory devices, logic
devices, integrated circuits, capacitors, connectors, resistors, relays,
potentiometers, switches, power conditioning equipment, computers,
display terminals, disk drives, development systems and networking
products.
RARE Hospitality International, Inc., headquartered in Atlanta, Georgia,
operates and franchises restaurants under the names "Longhorn Steaks,"
"Bugaboo Creek Steak Houses" and "The Capital Grille," and other
specialty restaurants, in 23 states and Washington, D.C.
Roadway Express, Inc., headquartered in Akron, Ohio, provides less-than-
truckload freight services of general commodity freight by motor vehicle
on two-day and longer major city-to-city routes in North America, and on
international lanes to and from North America.
SOFTWORKS, Inc., headquartered in Alexandria, Virginia, designs,
develops, markets and supports systems management software products for
enterprise computing environments, primarily in the United States.
Southwest Securities Group, Inc., headquartered in Dallas, Texas,
provides securities transaction processing to broker/dealers; securities
brokerage to individuals and institutions; investment banking services
to municipal and corporate clients; fixed income and equity securities
trading; and asset management and trust services.
TJ International, Inc., headquartered in Boise, Idaho, makes and markets
engineered lumber products, which are high quality substitutes for solid
sawn structural lumber historically obtained from the logging of older,
large diameter trees.
Texas Industries, Inc., headquartered in Dallas, Texas, produces steel
and cement/concrete products for the construction, original equipment
manufacturing, tool and country goods industries.
Transportation Technologies Industries, Inc., headquartered in Chicago,
Illinois, makes components for heavy-duty and medium-duty trucks and
buses and the truck parts aftermarket. The company's manufacturing
operations are located throughout the United States.
Urban Outfitters, Inc., headquartered in Philadelphia, Pennsylvania,
owns and operates "Urban Outfitters" and "Anthropologie" retail stores
in metropolitan areas throughout the United States which sell fashion
apparel, accessories, and household and gift merchandise. The company's
wholesale subsidiary designs and markets young women's casual wear for
its retail stores and also sells to specialty stores throughout the world.
Wesley Jessen VisionCare, Inc., headquartered in Des Plaines, Illinois,
develops, makes and sells specialty soft contact lenses, including
cosmetic lenses, toric lenses and premium lenses; a line of conventional
and disposable clear lenses; and hard and other lenses including rigid
gas permeable lenses and prosthetic lenses.
We have obtained the foregoing company descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
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