As filed with the Securities and Exchange Commission on October 19, 1999
Registration No. 333-88495
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
AMENDMENT NO. 1
TO
FORM S-6
-----------------
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
-----------------
A. EXACT NAME OF TRUST:
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series III and
Technology Trust Series III
B. NAME OF DEPOSITORS:
McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.
30 Wall Street 600 Fifth Avenue
New York, New York 10005 New York, New York 10020
<TABLE>
<CAPTION>
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
<S> <C> <C>
ALLAN M. VOGEL PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
President Executive Vice President Battle Fowler LLP
McLaughlin, Piven, Vogel Reich & Tang Distributors, Inc 75 East 55th Street
Securities, Inc. 600 Fifth Avenue New York, New York 10022
30 Wall Street New York, New York 10020 (212) 856-6858
New York, New York 10005
</TABLE>
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of McLaughlin, Piven, Vogel Family of Trusts,
Industrial Trust Series III and Technology Trust Series III are being
registered under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940, as amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite.
G. AMOUNT OF FILING FEE: No filing fee required.
H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
/X/ Check if it is proposed that this filing will become effective immediately
upon filing pursuant to Rule 487.
================================================================================
883022.1
<PAGE>
- --------------------------------------------------------------------------------
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
- --------------------------------------------------------------------------------
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST SERIES III
A unit investment trust comprised of two separate portfolios.
INDUSTRIAL TRUST: The investment objective of the Industrial Trust is to
maximize total return through capital appreciation.
TECHNOLOGY TRUST: The investment objective of the Technology Trust is to
maximize total return through capital appreciation.
The Sponsors are McLaughlin, Piven, Vogel Securities, Inc. and Reich & Tang
Distributors, Inc.
This Prospectus consists of two parts. Part A contains the Summary of Essential
Information including descriptive material relating to the Trusts and the
Statements of Financial Condition of the Trusts. Part B contains general
information about the Trusts. Part A and Part B must be distributed together.
Read and retain this Prospectus for future reference.
================================================================================
================================================================================
The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
PROSPECTUS DATED OCTOBER 19, 1999
881978.1
<PAGE>
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE. The Industrial Trust Series III (the "Industrial Trust")
and the Technology Trust Series III (the "Technology Trust") each seek to
maximize total return through capital appreciation. There is no guarantee that
the investment objectives of the Trusts will be achieved.
STRATEGY OF PORTFOLIO SELECTION.
The Industrial Trust. The Industrial Trust seeks to achieve its investment
objective by investing in a fixed portfolio of the 25 best performing stocks on
the S&P 500 Index*, as measured by price appreciation, during the twelve-month
period ending September 30, 1999. Price appreciation is measured by the
percentage change in market value of each stock from September 30, 1998 through
September 30, 1999. This strategy involves a 4-step selection process:
Step 1: Calculate the price appreciation for each company listed on the
S&P 500 Index over the 12-month period ending September 30, 1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Select the 25 stocks which have the greatest price appreciation.
Step 4: Of the 25 stocks selected for the Trust, weigh the stocks equally.
The Technology Trust. The Technology Trust seeks to achieve its investment
objective by investing in a fixed portfolio of 18 stocks, comprised primarily of
technology companies which had both high trading volume and price appreciation,
during the twelve-month period ending September 30, 1999. Trading volume is
measured using data from Standard & Poor's CompuStat, Englewood, Colorado. Price
appreciation is measured by the percentage change in market value of each stock
from September 30, 1998 through September 30, 1999. Technology stocks are
identified as those companies that derive the majority of their revenue from the
technology industry, using data from Standard & Poor's CompuStat, Englewood,
Colorado. This strategy also involves a 4-step selection process:
Step 1: Calculate the number of shares traded daily, for each company
listed on the NASDAQ* and the NYSE*, on each day the NASDAQ and
the NYSE were open over the twelve-month period ending September
30, 1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Identify: (i) the 12 stocks that had the highest number of shares
traded on the NASDAQ during the twelve- month period ending
September 30, 1999 and from those 12 stocks select the stocks
- -----------------
* The Standard & Poor's 500 Index (S&P), The National Association of
Securities Dealers Automated Quotations System (NASDAQ) and The New
York Stock Exchange (NYSE) are not affiliated with the Sponsors and
have not participated in any way in the creation of the Trusts or in
the selection of the stocks included in the Trusts and have not
reviewed or approved any information included in this Prospectus.
881978.1
A-2
<PAGE>
that had price appreciation of 40% or greater during the same
period; and (ii) the 40 stocks listed on the NYSE which had the
highest number of shares traded during the twelve-month period
ending September 30, 1999 and select the technology stocks which
had price appreciation of 40% or greater during the same period.
Step 4: Of the 18 stocks selected for the Trust, weigh the stocks in the
following manner:
10% in each of the first two companies to rank in the top half of
the volume and price categories, first by volume and then by
price;
6% in each of the four companies that ranked highest in the
trading volume category and 6% in each of the four companies that
ranked highest in the price appreciation category, excluding any
company that was already selected and received a 10% weighting;
and
4% in each of the remaining companies.
The volume of shares traded daily on the NASDAQ (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Technology Trust may have differed.
DESCRIPTION OF TRUSTS.
The Industrial Trust. The Industrial Trust contains 25 issues of common stock.
All 25 issues are domestic companies. 100% of the issues are represented by the
Sponsors' contracts to purchase. 15 stocks are listed on the NYSE and 10 stocks
are listed on the NASDAQ. Based upon the principal business of each issuer and
current market values, the following industries are represented in the Trust:
Cellular-Wireless Telecommunications, 4%; Communication-Equipment, 20.04%;
Computers-- Hardware, 4%; Computers--Networking, 4.02%; Computers--Peripherals,
7.98%; Computers--Software/Services, 12.02%; Electrical Equipment, 4.01%;
Electronics Semiconductors, 12%; Equipment-Semiconductors, 7.98%; Investment
Banking/ Brokerage, 4%; Manufacturing-Diversified, 7.99%;
Retail--Computers/Electronics, 7.98%; and Telephone--Long Distance, 3.98%. The
Trust is concentrated in the computer industry.
The Technology Trust. The Technology Trust contains 18 issues of common stock.
All 18 issues are domestic companies. 100% of the issues are represented by the
Sponsors' contracts to purchase. 10 of the stocks are listed on the NASDAQ and
the remaining 8 are listed on the NYSE. Based upon the principal business of
each issuer and current market values, the following industries are represented
in the Trust: Communications Equipment, 7.98%; Computers--Hardware, 14.03%;
Computers-- Networking, 6%; Computers--Peripherals, 4%;
Computers--Software/Services, 30%; Electronic--Semiconductors, 15.98%;
Equipment--Semiconductors, 4.01%; Investment Banking/Brokerage, 6.01%;
Retail-Home Shopping, 6%; and Telephone-- Long Distance, 5.99%. The Trust is
concentrated in the computer technology industry.
A Trust is considered to be "concentrated" in a particular category or industry
when the securities in that category or that industry constitute 25% or more of
the total assets of the portfolio.
881978.1
A-3
<PAGE>
RISK CONSIDERATIONS. Unitholders can lose money by investing in the Trusts. The
value of the Units and the Securities in the Trusts can each decline in value.
An investment in Units of the Trusts should be made with an understanding of the
following risks:
Risk Factors Common to Both Trusts:
o An investment in common stocks includes the risk that the financial
condition of the issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and
thus in the value of the Units).
o Since the portfolios of the Trusts are fixed and "not managed," in
general, the Sponsors can sell Securities only at the Trusts'
termination or in order to meet redemptions. As a result, the price at
which each Security is sold may not be the highest price it attained
during the life of the Trusts.
o When cash or a letter of credit is deposited with instructions to
purchase securities in order to create additional Units, an increase in
the price of a particular security between the time of deposit and the
time that securities are purchased will cause the Units to be comprised
of less of that security and more of the remaining securities. In
addition, brokerage fees incurred in purchasing the Securities will be
an expense of the Trusts.
o Securities price fluctuations during the period from the time of
deposit to the time the Securities are purchased, and payment of
brokerage fees, will affect the value of each Unit and the income per
Unit received by the Trusts.
o Investors should also consider the greater risk of a Trust's
concentration, in a particular industry or in a single stock, and the
effect on their investment versus a more diversified portfolio.
Investors should compare returns available in less concentrated
portfolios before making an investment decision.
o Some of the Securities are currently listed on the NASDAQ stock market.
The existence of a liquid trading market for certain Securities may
depend on whether dealers will make a market in such Securities. There
can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or
that any such market will be or remain liquid. The price at which the
Securities may be sold and the value of the Trusts will be adversely
affected if trading markets for the securities are limited or absent.
o Since the Trusts are concentrated in stocks which derive a substantial
portion of their income from the computer and computer technology
industries, investors should be familiar with the risks associated with
these industries which may include the volatile price of computer and
technology stocks, greater government regulations and products that may
become obsolete.
PUBLIC OFFERING PRICE. The Initial Public Offering Price per 100 units of the
Trusts is calculated by:
o dividing the aggregate value of the underlying securities and cash held
in the Trusts (representing the estimated organizational costs) by the
number of units outstanding;
o adding a sales charge of 4.495% (4.707% of the net amount invested) for
the Industrial and Technology Trusts; and
o multiplying the result by 100.
881978.1
A-4
<PAGE>
In addition, during the initial offering period, the Public Offering Price per
100 units will include an amount sufficient to reimburse the Sponsors for the
payment of all or a portion of the estimated organizational costs of the Trusts.
The price of a single unit, or any multiple thereof, is calculated by dividing
the Public Offering Price per 100 units by 100 and multiplying by the number of
units. The Public Offering Price per Unit will vary on a daily basis in
accordance with fluctuations in the aggregate value of the underlying Securities
and each investor's purchase price will be computed as of the date the Units are
purchased. Orders involving at least 25,000 Units will be entitled to a volume
discount from the Public Offering Price.
MINIMUM PURCHASE. 100 Units for individuals and 25 Units for custodial accounts
and certain tax deferred retirement plans.
DISTRIBUTIONS. Each Trust will distribute any dividends received, less expenses,
semi-annually. The Trusts do not expect to distribute dividends, however, in the
event any dividend distributions are made, the first dividend distribution will
be made on December 31, 1999 to all Unitholders of record on December 15, 1999
and thereafter distributions will be made on the last business day of every June
and December. The final distribution will be made within a reasonable period of
time after each Trust terminates.
ESTIMATED NET ANNUAL DISTRIBUTIONS. The Industrial Trust and the Technology
Trust do not anticipate paying net annual distributions to Unitholders of those
Trusts.
MARKET FOR UNITS. Unitholders may sell their Units to the Sponsors or the
Trustee at any time, without fee or penalty. The Sponsors intend to repurchase
Units from Unitholders throughout the life of the Trusts at prices based upon
the market value of the underlying Securities. However, the Sponsors are not
obligated to maintain a market and may stop doing so without prior notice for
any business reason. If a market is not maintained, a Unitholder will be able to
redeem his Units with the Trustee at the same price. The existence of a liquid
trading market for the Securities in each of the Trusts may depend on whether
dealers will make a market in these Securities. There can be no assurance of the
making or the maintenance of a market for any of the Securities contained in the
portfolio of the Trusts or of the liquidity of the Securities in any markets
made. The price at which the Securities may be sold to meet redemptions and the
value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.
AUTOMATIC REDEMPTION. Any transfer of Units by Unitholders from their
McLaughlin, Piven, Vogel brokerage account will result in the automatic
redemption of those Units. Unitholders, excluding tax sheltered retirement
accounts, will generally incur a taxable gain or loss upon an involuntary
redemption. See "Tax Status" in Part B.
TERMINATION. Each Trust will terminate in approximately fifteen months. During
the Liquidation Period, Securities will be sold in connection with the
termination of each Trust. All Securities will be sold or distributed by the
Mandatory Termination Date. The Sponsors do not anticipate that the Liquidation
Period will be longer than seven days, and it could be as short as one day,
depending on the liquidity of the Securities being sold. Unitholders may elect
one of the following three options in receiving their terminating distributions:
881978.1
A-5
<PAGE>
o receive their distribution in-kind, if they own at least 2,500 Units;
o receive cash upon the liquidation of their pro rata share of the
Securities; or
o reinvest in a subsequent series of the McLaughlin, Piven, Vogel Family
of Trusts (if one is offered), at a reduced sales charge.
ROLLOVER OPTION. Unitholders may elect to rollover their terminating
distributions into the next available series of McLaughlin, Piven, Vogel Family
of Trusts, at a reduced sales charge. Rollover Unitholders must make this
election on or prior to the Rollover Notification Date. When Unitholders make
this election, their Units will be redeemed and the proceeds will be reinvested
in units of the next available series of McLaughlin, Piven, Vogel Family of
Trusts. An election to rollover terminating distributions will generally be a
taxable event. See "Administration of the Trusts--Trust Termination" in Part B
for details to make this election.
REINVESTMENT PLAN. Unitholders may elect to automatically reinvest any
distributions they may receive (except the final distribution made at
termination) into additional Units of the Trusts at a reduced sales charge of
1.00%. See "Reinvestment Plan" in Part B for details on how to enroll in the
Reinvestment Plan.
UNDERWRITING. McLaughlin, Piven, Vogel Securities, Inc., with principal offices
at 30 Wall Street, New York, New York 10005, will act as Underwriter for all of
the Units of McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series
III and Technology Trust Series III.
881978.1
A-6
<PAGE>
FEE TABLE
- --------------------------------------------------------------------------------
This Fee Table is intended to help you understand the costs and expenses you
will bear directly or indirectly. See "Public Sale of Units" and "Trust Expenses
and Charges" in Part B. Although the Trusts are unit investment trusts rather
than mutual funds, this information is presented to permit a comparison of fees,
assuming the principal amount and contributions are rolled over each year into a
new series subject only to a sales charge and trust expenses.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Unitholder Transaction Expenses
(Fees paid directly from your investment)
Industrial Trust Technology Trust
------------------------ -------------------------
<S> <C> <C> <C>
As a % Amount As a % Amount
of Initial Per 100 of Initial Per 100
Offering Price Units Offering Price Units
Maximum Sales Charge Imposed on Purchase............................. 4.495% $44.95 4.495% $44.95
Maximum Sales Charge Imposed Per Year on Reinvested Dividends 1.00% $10.00 1.00% $10.00
Estimated Organizational Expenses.................................... .129% $ 1.29 .129% $ 1.29
Maximum Annual Maintenance Fee for a McLaughlin, Piven, Vogel
Brokerage Account................................................. $ 69.50
Estimated Annual Fund Operating Expenses
(Expenses that are deducted from Trust assets)
</TABLE>
<TABLE>
<CAPTION>
Industrial Trust Technology Trust
-------------------------------- -------------------------------
<S> <C> <C> <C> <C>
As a % Amount As a % Amount
of Initial Per 100 of Initial Per 100
Net Assets Units Net Assets Units
Trustee's Fee.............................................. .086% $.86 .086% $.86
Other Operating Expenses................................... .045% $.45 .045% $.45
Portfolio Supervision, Bookkeeping and Administrative Fees .025% $.25 .025% $.25
------------ ---------- ----------- -------------
Total...................................................... .131% $1.31 .131% $1.31
============ ========== =========== =============
</TABLE>
Example
This Example is intended to help you compare the cost of investing in the Trusts
with the cost of investing in other unit trusts. You would pay the following
expenses on a $10,000 investment in each Trust assuming estimated operating
expense ratio of .131% for the Industrial Trust and .131% for the Technology
Trust, and a 5% return on the investment throughout the period. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1 year 3 years
Industrial Trust................................. $544 $1,527
Technology Trust................................. $544 $1,527
For purposes of the example, the sales charge imposed on reinvested
dividends is not reflected until the year following payment of the dividend; the
cumulative expenses would be higher if sales charges on reinvested dividends
were reflected in the year of reinvestment. If these charges and fees were
included, your costs would be higher. The Example assumes reinvestment of all
dividends and distributions and utilizes a 5% annual rate of return as mandated
by Securities and Exchange Commission regulations applicable to mutual funds.
The Example should not be considered a representation of past or future expenses
or an annual rate of return.
Although the Trusts have a term of only approximately fifteen months and
are unit investment trusts rather than mutual funds, this information is
presented to permit a comparison of fees and expenses, assuming the principal
amount and distributions are rolled over each year into a new series.
The Annual Maintenance Fee is applicable to your entire brokerage account
regardless of account size or diversity of holdings and is not related solely to
the purchase of Units. Such account may entitle Unitholders to a commission
discount for equity trades. Contact your account representative for additional
information and see page B-9.
881978.1
A-7
<PAGE>
THE INDUSTRIAL TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of October 18, 1999, the business day prior to the Initial Date of Deposit
Initial Date of Deposit of Securities in
the Trust: October 19, 1999
Aggregate Value of Securities:....................... $ 149,798
Number of Units:..................................... 15,706
Fractional Undivided Interest in
Trust:............................................ 1/15,706
Public Offering Price per 100 Units:
Aggregate Value of Securities in Trust $ 149,798
Divided By 15,706 Units (times 100) $ 953.76
Plus Estimated Organization Costs* $ 1.29
Plus Sales Charge of 4.495% of Public
Offering Price.................................... $ 44.95
Public Offering Price+............................ $1,000.00
Sponsor's Repurchase Price And
Redemption Price per 100 Units++: $ 955.05
Minimum Income or Principal
Distribution per 100 Units:....................... $ 1.00
Liquidation Period: A 40 day period
beginning on the first business day
following the Termination Date.
Termination Date: January 18, 2001 or
the disposition of the last Security in the
Trust.
Mandatory Termination Date: The last
day of the Liquidation Period.
Rollover Notification Date**:
December 29, 2000 or another date as
determined by the Sponsors.
Evaluation Time: 4:00 p.m. New York Time
Minimum Value of Trust: The Trust may be terminated if
the value of the Trust is less than 40% of the
aggregate value of the Securities at the
completion of the initial offering period.
Cusip Numbers: Cash: 581774221
Reinvestment: 581774239
Trustee: The Chase Manhattan Bank
Trustee's Fee per 100 Units: $.86
Other Fees and Expenses per 100 Units: $.20
Sponsors: McLaughlin, Piven, Vogel Securities, Inc.
and Reich & Tang Distributors, Inc.
Agent for Sponsors: Reich & Tang
Distributors, Inc.
Sponsors' Portfolio Supervisory, Bookkeeping
And Administrative Fee per 100 Units:
Maximum of $.25 (see "Trust Expenses and
Charges" in Part B).
Expected Settlement Date of Securities in the Trust:
October 22, 1999
Record Dates: December 15 and June 15
Distribution Dates: December 31 and June 30
Reinvestment Sales Charge: 1.00%
- ---------
* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsors from the assets of the Trust as of the
close of the initial offering period. To the extent that actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trust. To the
extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs included in the Public
Offering Price will be reimbursed to the Sponsors.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will pay a Public Offering Price which includes a pro
rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering period,
the Sponsors' Repurchase Price and Redemption Price for the Trust will be
reduced to reflect its estimated organization cost.
881978.1
A-8
<PAGE>
THE TECHNOLOGY TRUST
SUMMARY OF ESSENTIAL INFORMATION
As of October 18, 1999, the business day prior to the Initial Date of Deposit
Initial Date of Deposit of Securities in
the Trust: October 19, 1999
Aggregate Value of Securities:..................... $ 149,440
Number of Units:................................... 15,668
Fractional Undivided Interest in 1/15,668
Trust:..........................................
Public Offering Price per 100 Units:
Aggregate Value of Securities in Trust $ 149,440
Divided By 15,668 Units (times 100) $ 953.76
Plus Estimated Organization Costs* $ 1.29
Plus Sales Charge of 4.495% of Public
Offering Price.................................. $ 44.95
Public Offering Price+.......................... $1,000.00
Sponsor's Repurchase Price And
Redemption Price per 100 Units++: $ 955.05
Minimum Income or Principal
Distribution per 100 Units:..................... $ 1.00
Liquidation Period: A 40 day period
beginning on the first business day
following the Termination Date.
Termination Date: January 18, 2001 or
the disposition of the last Security in
the Trust.
Mandatory Termination Date: The last
day of the Liquidation Period.
Rollover Notification Date**: December
29, 2000 or another date as determined
by the Sponsors.
Evaluation Time: 4:00 p.m. New York Time
Minimum Value of Trust: The Trust may be terminated if
the value of the Trust is less than 40% of the
aggregate value of the Securities at the
completion of the initial offering period.
Cusip Numbers: Cash: 581774247
Reinvestment: 581774254
Trustee: The Chase Manhattan Bank
Trustee's Fee per 100 Units: $.86
Other Fees and Expenses per 100 Units: $.20
Sponsors: McLaughlin, Piven, Vogel Securities, Inc.
and Reich & Tang Distributors, Inc.
Agent for Sponsors: Reich & Tang Distributors, Inc.
Sponsors' Portfolio Supervisory, Bookkeeping and
Administrative Fee per 100 Units:
Maximum of $.25 (see "Trust Expenses and
Charges" in Part B).
Expected Settlement Date of Securities in the
Trust: October 22, 1999
Record Dates: December 15 and June 15
Distribution Dates: December 31 and June 30
Reinvestment Sales Charge: 1.00%
- ---------
* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust
indenture and other closing documents, registering units with the SEC and
the states and the initial audit of the Trust portfolio. The estimated
organization costs will be paid to the Sponsors from the assets of the
Trust as of the close of the initial offering period. To the extent that
actual organization costs are less than the estimated amount, only the
actual organization costs will be deducted from the assets of the Trust.
To the extent that actual organization costs are greater than the
estimated amount, only the estimated organization costs included in the
Public Offering Price will be reimbursed to the Sponsors.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone
purchasing Units after such date will pay a Public Offering Price which
includes a pro rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be
made in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering
period, the Sponsors' Repurchase Price and Redemption Price for the Trust
will be reduced to reflect its estimated organization cost.
881978.1
A-9
<PAGE>
<TABLE>
<CAPTION>
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST SERIES III
STATEMENTS OF FINANCIAL CONDITION, AS OF OCTOBER 18, 1999
ASSETS
Industrial Technology
Trust Trust
------------------ -----------------
<S> <C> <C>
Investment in Securities--Sponsor's Contracts to Purchase Underlying
Securities Backed by Letter of Credit (cost for Industrial Trust: $149,798; cost
for Technology Trust: $149,440) (Note 1)......................................... $149,798 $149,440
Cash............................................................................. 203 202
------------------ -----------------
Total............................................................................ $150,001 $149,642
================== =================
LIABILITIES AND INTEREST OF UNITHOLDERS
================== =================
Reimbursement to Sponsors for Organization Costs (Note 2)........................ $ 203 $ 202
Interest of Unitholders--Units of Fractional Undivided Interest Outstanding
(Industrial Trust: 15,706 Units; Technology Trust: 15,668 Units.................. 149,798 149,440
------------------ -----------------
Total............................................................................ $150,001 $149,642
================== =================
Net Asset Value per Unit......................................................... $ 9.54 $ 9.54
================== =================
</TABLE>
- --------------------------
Notes to Statements of Financial Condition:
The preparation of financial statements in accordance with generally
accepted accounting principles requires Trust management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results can
differ from those estimates.
(1) McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series III
and Technology Trust Series III (the "Trusts") are unit investment trusts
created under the laws of the State of New York and registered under the
Investment Company Act of 1940. The objective of the Industrial and Technology
Trusts, jointly sponsored by McLaughlin, Piven, Vogel Securities, Inc. and Reich
& Tang Distributors, Inc., the Sponsors, is to maximize total return through
capital appreciation. An irrevocable letter of credit issued by BankBoston in an
amount of $400,000 has been deposited with the Trustee for the benefit of the
Trusts to cover the purchases of such Securities. Aggregate cost to the Trusts
of the Securities listed in the portfolios is determined by the Trustee on the
basis set forth under "Public Sale of Units--Public Offering Price" as of 4:00
p.m. on October 18, 1999. Each Trust will terminate on January 18, 2001 or
earlier under certain circumstances as further described in the Prospectus.
(2) A portion of the Public Offering Price consists of cash in an amount
sufficient to reimburse the Sponsors for the per Unit portion of all or part of
the costs of establishing the Trusts. These costs have been estimated at $1.29
per 100 Units for the Industrial Trust and $1.29 per 100 Units for the
Technology Trust. A payment will be made as of the close of the initial public
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsors will be satisfied. To the extent
that actual organization costs are less than the estimated amount, only the
actual organization costs will be deducted from the assets of the Trusts.
881978.1
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<TABLE>
<CAPTION>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
INDUSTRIAL TRUST
PORTFOLIO
AS OF OCTOBER 18, 1999
Number
Portfolio of
No. Shares Name of Issuer (1)
----- ------ -------------------------------------------
<S> <C> <C>
1 51 Adobe Systems, Inc.
2 55 America Online, Inc.*
3 77 Applied Materials, Inc.*
4 101 Best Buy Co., Inc.*
5 117 Case Corp.
6 217 The Charles Schwab Corp.
7 143 Circuit City Stores-Circuit City Group
8 91 Corning Inc.
9 86 EMC Corp.*
10 124 General Instruments Corp.*
11 182 Global Crossing Ltd.*
12 83 KLA-Tencor Corp.*
13 92 Lexmark International Group, Inc.*
14 128 LSI Logic Corp.*
15 215 National Semiconductor Corp.*
16 87 Network Appliance, Inc.*
17 79 Nextel Communications, Inc.*
18 114 Nortel Networks Corp.
19 136 Oracle Corp.*
20 31 QUALCOMM Inc.*
21 124 Scientific-Atlanta, Inc.
22 85 Solectron Corp.*
23 64 Sun Microsystems, Inc.*
24 107 Tellabs, Inc.*
25 71 Texas Instruments, Inc.
Total Investment in Securities
Market
Value
of Stocks
as a Cost of
percentage Market Securities
Portfolio Ticker of the Value Per to the
No. Symbol Trust (2) Share Trust (3)
----- ---------- ----------------- ------- ----------
<S> <C> <C> <C> <C>
1 ADBE 4.00% $117.6250 $5,999
2 AOL 4.04% 109.9375 6,047
3 AMAT 4.00% 77.7500 5,987
4 BBY 3.99% 59.2500 5,984
5 CSE 3.98% 50.9375 5,960
6 SCH 4.00% 27.6250 5,995
7 CC 3.99% 41.8125 5,979
8 GLW 4.01% 66.0000 6,006
9 EMC 3.99% 69.5625 5,982
10 GIC 4.00% 48.3750 5,998
11 GBLX 3.98% 32.7500 5,961
12 KLAC 3.98% 71.7500 5,955
13 LXK 3.99% 65.0000 5,980
14 LSI 4.00% 46.6875 5,976
15 NSM 4.00% 27.8750 5,993
16 NTAP 4.02% 69.1875 6,019
17 NXTL 4.00% 75.9375 5,999
18 NT 4.00% 52.3750 5,971
19 ORCL 3.98% 43.8750 5,966
20 QCOM 4.05% 195.6875 6,066
21 SFA 4.00% 48.3750 5,999
22 SLR 4.01% 70.7500 6,014
23 SUNW 4.00% 93.5625 5,988
24 TLAB 3.99% 55.8750 5,979
25 TXN 4.00% 84.4375 5,995
------- ---------
100.00% $149,798
======= =========
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Contracts to purchase the Securities were entered into on October 18, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be October 22, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsors' Purchase Price is $149,929. The Sponsors' Loss on
the Initial Date of Deposit is $131.
* Stocks which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.
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<PAGE>
<TABLE>
<CAPTION>
MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
TECHNOLOGY TRUST
PORTFOLIO
AS OF OCTOBER 18, 1999
Number
Portfolio of Ticker
No. Shares Name of Issuer (1) Symbol
----- -------- ---------------------------------------- ------------
<S> <C> <C> <C>
1 136 America Online, Inc.* AOL
2 341 Oracle Corp.* ORCL
3 121 Amazon.com, Inc.* AMZN
4 133 Cisco Systems, Inc.* CSCO
5 385 E*TRADE Group, Inc.* EGRP
6 129 Intel Corp. INTC
7 123 MCI WorldCom, Inc.* WCOM
8 102 Microsoft Corp.* MSFT
9 96 Sun Microsystems, Inc.* SUNW
10 106 Texas Instruments, Inc. TXN
11 77 Applied Materials, Inc. * AMAT
12 86 EMC Corporation* EMC
13 76 Hewlett-Packard Co. HWP
14 56 International Business Machines Corp. IBM
15 105 Lucent Technologies, Inc. LU
16 88 Micron Technology, Inc. MU
17 68 Motorola, Inc. MOT
18 35 Yahoo! Inc.* YHOO
Total Investment in Securities
Market
Value of
Stocks as a Cost of
Percentage Market Securities to
Portfolio of the Value Per the
No. Trust (2) Share Trust (3 )
----- ------------ ------- -----------
<S> <C> <C> <C>
1 10.01% $109.9375 $14,952
2 10.01% 43.8750 14,962
3 6.00% 74.0625 8,962
4 6.00% 67.3750 8,961
5 6.01% 23.3125 8,975
6 5.99% 69.3750 8,949
7 5.99% 72.8125 8,956
8 5.99% 87.7969 8,955
9 6.01% 93.5625 8,982
10 5.99% 84.4375 8,950
11 4.01% 77.7500 5,987
12 4.00% 69.5625 5,982
13 4.01% 79.0000 6,004
14 4.01% 107.0000 5,992
15 4.00% 57.0000 5,985
16 4.00% 67.8750 5,973
17 3.98% 87.5000 5,950
18 3.99% 170.3750 5,963
------- ------
100.00% $ 149,440
======= =========
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Contracts to purchase the Securities were entered into on October 18, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be October 22, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsors' Purchase Price is $149,880. The Sponsors' Loss on
the Initial Date of Deposit is $440.
* Stock which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.
881978.1
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<PAGE>
REPORT OF INDEPENDENT AUDITORS
THE UNITHOLDERS, SPONSORS AND TRUSTEE
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST SERIES III
We have audited the accompanying Statements of Financial Condition of the
Industrial Trust Series III and Technology Trust Series III (two of the trusts
constituting McLaughlin, Piven, Vogel Family of Trusts) including the
Portfolios, as of October 18, 1999. These financial statements are the
responsibility of the Trusts' management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation with The Chase Manhattan Bank, Trustee, of an irrevocable letter of
credit deposited for the purchase of securities, as shown in the financial
statements as of October 18, 1999. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Industrial Trust Series
III and Technology Trust Series III, at October 18, 1999, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
October 18, 1999
881978.1
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<PAGE>
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES III
A Core Growth Portfolio
Everyday, investors pour money into the stock market to reach a variety of
individual goals: to fund retirement, a college education, a new home or even a
dream vacation. But when it comes to your goals, it is important that you have a
carefully planned strategy in place--one that aims to make the most of
opportunities in today's leading businesses. A core holding in some of the
foremost largely capitalized companies in the United States may be a good place
to begin constructing a portfolio to help you achieve your own unique financial
objectives.
The Industrial Trust Series III is a new unit investment trust for
individuals who want the opportunity to earn capital appreciation from a
portfolio of the twenty-five top performing stocks in the S&P 500 Index.* In
particular, these stocks have been noted for their rate of price appreciation
for the twelve-month period that ended September 30, 1999.
The Grand Advantage
In today's volatile markets, larger, more established companies may add
stability to your portfolio. Domestic companies with solid track records may
weather global volatility better than their smaller counterparts. And while past
performance does not guarantee future results, large-cap stocks have a history
of significant appreciation that makes them competitive with riskier small and
mid-cap stocks.
The S&P 500--A Measure of Performance
When it comes to measuring the movements of the U.S. stock market, one of
the most widely used tools is the Standard & Poor's 500 Composite Stock Price
Index--The S&P 500. In fact, approximately 97% of U.S. money managers and
pension plan sponsors use the index as their benchmark for performance.** The
Index focuses on the stocks of large-capitalization, U.S. companies in leading
industries, including the transportation, industrial, financial and utility
sectors.
The 500 stocks in the index are chosen by Standard & Poor's based on how
well they represent their industry, how liquid each individual stock is, and how
stable the company has proven to be over time. While the S&P 500 may not
comprise the 500 largest companies in the stock market, it is an index designed
to capture the returns of many different sectors of the U.S. economy.
HIGHLIGHTS OF THE INDUSTRIAL TRUST SERIES III
Disciplined Investing --The buy-and-hold, fixed portfolio eliminates
management fees and reduces trading expenses. The savings are passed through to
investors. Investors purchasing units will be charged a sales charge.
- ---------
* The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is the
property of Standard & Poor's. The company is not affiliated with the
Sponsors of the Trust and has not participated in any way in the creation
of the Trust or the portfolio and has not approved any information included
herein.
** Source: Standard & Poor's, a division of the McGraw-Hill Companies.
881978.1
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<PAGE>
Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.
Daily Pricing & Liquidity--You have the flexibility to redeem your units at
the net asset value any day the stock market is open. Keep in mind that the
daily price will fluctuate with the underlying securities, and may be worth more
or less than you originally paid.
Low Minimum Investment--The Trust is able to offer the twenty-five top
performing stocks in the S&P 500 Index, as measured by price appreciation, for
the twelve-month period that ended September 30, 1999 for an initial investment
that's as low as $1,000 or $250 for qualified retirement plans or custodial
accounts.
Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust at a reduced sales charge.
Three Options at Termination--The portfolio is held for approximately 15
months and then liquidated. When the Trust terminates you have three options,
which may be subject to tax liability. You may:
1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or
3. Receive the shares of the underlying stocks (minimums apply).
Risk Considerations:
An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks, which include the
risks that the financial condition of the issuer may become impaired or that the
general condition of the stock market may worsen, and the value of the equity
securities in the Trust's portfolio (and, therefore, the value of the Units) may
decline. In addition, the amount realized upon the sale of a security at
termination might not be the highest price attained by an individual security
during the life of the Trust.
TECHNOLOGY TRUST SERIES III
Capitalizing on Today's Premier Growth Sector
The Technology Trust Series III is a unique opportunity for individuals who
want to invest in one of today's premier growth sectors. The Technology Trust
Series III is a unit investment trust that seeks capital appreciation by
investing in a portfolio of many of the leading technology companies that
currently trade on the NASDAQ and NYSE*. And, what makes the Trust distinct is
it invests primarily in dominant technology companies that have already
demonstrated that they're helping to fuel the modern economy.
The Technology Trust Series III offers high return potential by investing
mainly in a portfolio of the fastest growing technology stocks that trade on the
NASDAQ and NYSE. The Trust, which is a fixed portfolio of stocks, is selected by
focusing on the most actively traded companies listed on the two exchanges. From
this universe of stocks, the companies with a 40% or more price appreciation are
chosen for the Trust. The selection of the portfolio is based on data compiled
over the 12-month period ending September 30, 1999.
Why a Technology Portfolio?
Technology is an industry that will help shape not only the next few years,
but also the next millennium. It is providing innovative solutions that help
businesses improve everything from customer service to production, which
ultimately enhances
881978.1
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<PAGE>
the bottom line. However, technology isn't just part of the business world. In
our personal lives we encounter new technology every day. Email, cellular
phones, the Internet, and the infinite uses for microprocessors have changed the
way we relax, and even keep in touch with one another.
Such potential is why many experts agree that despite periods of short-term
volatility, technology may be a core long-term growth sector that can benefit
most portfolios. An investment designed to tap into the power of this burgeoning
area provides the potential for superior capital appreciation.
HIGHLIGHTS OF THE TECHNOLOGY TRUST SERIES III
Disciplined Investing--The buy-and-hold, fixed portfolio eliminates
management fees and reduces trading expenses. The savings are passed through to
investors. Investors purchasing units will be charged a sales charge.
Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.
Daily Pricing & Liquidity--You have the flexibility to redeem your units at
the net asset value any day the stock market is open. Keep in mind that the
daily price will fluctuate with the underlying securities, and may be worth more
or less than you originally paid.
Low Minimum Investment--The Trust is able to offer this portfolio comprised
primarily of technology stocks for an initial investment that's as low as $1,000
or $250 for qualified retirement plans or custodial accounts.
Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust at a reduced sales charge.
Three Options at Termination--The portfolio is held for approximately 15
months and then liquidated. When the Trust terminates, you have three options,
which may be subject to tax liability. You may:
1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or
3. Receive the shares of the underlying stocks (minimums apply).
Risk Considerations:
An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks, which include the
risks that the financial condition of the issuer may become impaired or that the
general condition of the stock market may worsen, and the value of the equity
securities in the Trust's portfolio (and, therefore, the value of the Units) may
decline. Since the Trust may be concentrated in computer technology stocks,
investors should recognize the risks associated with the computer technology
industry, which may include government regulation and obsolete products. In
addition, the amount realized upon the sale of a security at termination might
not be the highest price attained by an individual security during the life of
the Trust.
- ---------
* The National Association of Securities Dealers Automated Quotations System
(NASDAQ) and the New York Stock Exchange (NYSE) are not affiliated with the
Sponsors and have not participated in any way in the creation of the Trust
or in the selection of the stocks included in the Trust and have not
reviewed or approved any information in this brochure. The Sponsors have
not independently verified this information.
881978.1
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<PAGE>
- --------------------------------------------------------------------------------
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES III
(the "Industrial Trust")
TECHNOLOGY TRUST SERIES III
(the "Technology Trust")
- --------------------------------------------------------------------------------
PROSPECTUS--PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUSTS
ORGANIZATION. Each of the Trusts were created under New York State law
pursuant to an Indenture and Trust Agreement ("Trust Agreement") among
McLaughlin, Piven, Vogel Securities, Inc. and Reich & Tang Distributors, Inc.,
as Sponsors, and The Chase Manhattan Bank, as Trustee.
On the Initial Date of Deposit, (i) the Sponsors deposited with the Trustee
common stock, including contracts for the purchase of certain such securities
(collectively, the "Securities") and cash or an irrevocable letter of credit
issued by a major commercial bank in the amount required for such purchases, and
(ii) the Trustee, in exchange for the Securities, registered on the registration
books of the Trusts the Sponsors' ownership of all Units of the Trusts. As used
herein, the term "Securities" means the common stocks initially deposited in the
Trusts and described in "Portfolio" in Part A and any additional common stocks
acquired and held by the Trusts pursuant to the provisions of the Indenture.
As of the Initial Date of Deposit, a "Unit" represents a fractional
undivided interest or pro rata share in the Securities and cash of the Trusts as
is set forth in the "Summary of Essential Information." As additional Units are
issued by the Trusts as a result of the deposit of Additional Securities, as
described below, the aggregate value of the Securities in the Trusts will be
increased and the fractional undivided interest in the Trusts represented by
each Unit will be decreased. To the extent that any Units are redeemed by the
Trustee, the fractional undivided interest or pro rata share in such Trusts
represented by each unredeemed Unit will increase, although the actual interest
in such Trusts represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by Unitholders,
which may include the Sponsors, or until the termination of the Trust Agreement.
881978.1
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The contracts to purchase Securities deposited initially in the Trusts are
expected to settle in three business days, in the ordinary manner for such
Securities. Settlement of the contracts for Securities is thus expected to take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.
DEPOSIT OF ADDITIONAL SECURITIES. During the 90-day period following the
Initial Date of Deposit (the "Deposit Period"), the Sponsors may deposit (i)
additional Securities in the Trusts that are substantially similar to the
Securities already deposited in the Trusts ("Additional Securities"), (ii)
contracts to purchase Additional Securities or (iii) cash with instructions to
purchase Additional Securities, in order to create additional Units, maintaining
to the extent practicable the original proportionate relationship of the number
of shares of each Security in the Trusts' portfolios on the Initial Date of
Deposit. These additional Units, which will result in an increase in the number
of Units outstanding, will each represent, to the extent practicable, an
undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the Initial Date of Deposit. The
proportionate relationship among the Securities in a Trust will be adjusted to
reflect the occurrence of a stock dividend, a stock split or a similar event
which affects the capital structure of the issuer of a Security in that Trust
but which does not affect a Trust's percentage ownership of the common stock
equity of such issuer at the time of such event. It may not be possible to
maintain the exact original proportionate relationship among the Securities
deposited on the Initial Date of Deposit because of, among other reasons,
purchase requirements, changes in prices, or unavailability of Securities.
Deposits of Additional Securities in each of the Trusts subsequent to the
Deposit Period must replicate exactly the existing proportionate relationship
among the number of shares of Securities in a Trust's portfolio. Substitute
Securities may be acquired under specified conditions when Securities originally
deposited in a Trust are unavailable (see "The Trusts--Substitution of
Securities").
INVESTMENT OBJECTIVE. The Industrial Trust and the Technology Trust each
seek to maximize total return through capital appreciation. There is no
guarantee that this objective will be achieved.
Achievement of the investment objective is dependent upon several factors
including any appreciation or depreciation in value of the Securities, the full
range of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular. In addition, because of other factors (i.e.,
Trust sales charges and expenses, unequal weightings of stock, brokerage costs
and any delays in purchasing securities with cash deposited), investors in the
Trusts may not realize as high a total return as the theoretical performance of
the underlying stocks in the Trusts. Since the Sponsors may deposit additional
Securities in connection with the sale of additional Units, the dividend yields
on these Securities may change subsequent to the Initial Date of Deposit.
STRATEGY OF PORTFOLIO SELECTION.
The Industrial Trust. The Industrial Trust seeks to achieve its investment
objective by investing in a fixed portfolio of the 25 best performing stocks on
the S&P 500 Index, as measured by price appreciation, during the twelve-month
period ending September 30, 1999. Price appreciation is measured by the
percentage change in market value of each stock from September 30, 1998 through
September 30, 1999. The strategy involves a 4-step selection process:
881978.1
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<PAGE>
Step 1: Calculate the price appreciation for each company listed on the
S&P 500 Index over the 12-month period ending September 30, 1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Select the 25 stocks which have the greatest price appreciation.
Step 4: Of the 25 stocks selected for the Trust, weigh the stocks equally.
The Technology Trust. The Technology Trust seeks to achieve its investment
objective by investing in a fixed portfolio of 18 stocks, comprised primarily of
technology companies which had both high trading volume and price appreciation,
during the twelve-month period ending September 30, 1999. Trading volume is
measured using data from Standard & Poor's Compustat, Englewood, Colorado. Price
appreciation is measured by the percentage change in market value of each stock
from September 30, 1998 through September 30, 1999. Technology stocks are
identified as those companies that derive the majority of their revenue from the
technology industry, using data from Standard & Poor's CompuStat, Englewood,
Colorado. The strategy also involves a 4-step selection process:
Step 1: Calculate the number of shares traded daily, for each company
listed on the NASDAQ and the NYSE, on each day the NASDAQ and the
NYSE were open over the twelve-month period ending September 30,
1999.
Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).
Step 3: Identity: (i) the 12 stocks that had the highest number of shares
traded on the NASDAQ during the twelve-month period ended
September 30, 1999 and from those 12 stocks select the stocks that
had price appreciation of 40% or greater during the same period;
and (ii) the 40 stocks listed on the NYSE which had the highest
number of shares traded during the twelve-month period ending
September 30, 1999 and select the technology stocks which had
price appreciation of 40% or greater during the same period.
Step 4: Of the 18 stocks selected for the Trust, weigh the stocks in the
following manner:
o 10% in each of the first two companies to rank in the top
half of both the volume and price categories, first by volume
and then by price;
o 6% in each of the four companies that ranked highest in the
trading volume category and 6% in each of the four companies
that ranked highest in the price appreciation category,
excluding any company that was already selected and received
a 10% weighting; and
o 4% in each of the remaining companies.
881978.1
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<PAGE>
The volume of shares traded daily on the NASDAQ (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Technology Trust may have differed.
THE SECURITIES.
S&P 500 Index. The S&P 500 includes a representative example of leading
companies in leading industries. The S&P 500 is used by 97% of U.S. money
managers and pension plan sponsors and the market value of the 500 companies
contained in this index is approximately $10.4 trillion. Stocks in the S&P 500
represent approximately 80% of the market value of all publicly traded common
stock in the United States although the 500 companies represent only 7% of the
publicly traded companies in the United States.
The S&P 500 is widely regarded as the standard for measuring large-cap U.S.
stock market performance and is also a barometer for overall stock market
performance. The S&P 500 focuses on large cap U.S. companies in leading sectors
such as industrial, transportation, financial and utility. Stocks are chosen for
this index based on market size, liquidity and industry group representation.
NYSE companies make up approximately 91.6% of the S&P 500, NASDAQ companies
account for approximately 8.0% and AMEX companies account for approximately 0.4%
of this index.
NASDAQ. Trading on the NASDAQ Stock Market began in February 1971. NASDAQ
stands for the National Association of Securities Dealers Automated Quotations
Systems. NASDAQ is an electronic dealer exchange (there is no physical trading
floor) on which dealers trade securities by setting a buy and sell price. On
NASDAQ, trading is executed through a computer and telecommunications network
and trades more shares per day than any other major United States market.
Approximately 5,100 domestic and foreign companies are listed on the NASDAQ. The
NASDAQ Stock Market is the United States' second-largest securities market after
the New York Stock Exchange. NASDAQ's share volume reached over 202 billion
shares in 1998 and dollar volume reached nearly $5.8 trillion. In 1998, NASDAQ
share volume was greater than that of all other U.S. stock markets. In addition,
in 1998 NASDAQ listed 273 U.S. initial public offerings, which is four times
more than any other U.S. stock market.
The NASDAQ stock market is operated by the NASDAQ Stock Market, Inc., an
independent subsidiary of the National Association of Securities Dealers, Inc.
(NASD). Companies listed on the NASDAQ are separated into two major
classifications, the NASDAQ SmallCap Market, for small to medium-sized
companies, and the NASDAQ National Market, for larger companies with higher
capitalization. The NASDAQ Stock Market includes companies of every type and
every size, in every stage of development. Although companies listed on NASDAQ
represent a broad spectrum of industries including agriculture, mining,
construction, manufacturing, transportation, retail, banking and insurance, just
to name a few, the greatest industry concentrations of companies listed on the
NASDAQ are in information technology (including computer technology),
telecommunications, pharmaceuticals, biotechnology, finance, banking and
insurance.
The recent acquisition by the NASD of the American Stock Exchange (AMEX), a
floor-based trading system, has not altered or affected the NASDAQ system. Each
market will continue to function as an independent subsidiary.
NYSE. The New York Stock Exchange (NYSE) is the world's largest equity
market. The NYSE is a floor-based, auction market trading system. In 1998, there
were approximately 674 million shares traded each day. Approximately 3,100
domestic and foreign companies are listed on the NYSE with over 242 billion
shares outstanding and total market capitalization of nearly $12 trillion.
881978.1
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<PAGE>
The NYSE consists of large, mid-sized and smaller companies in all business
sectors. Moreover, virtually every leading industrial, financial and service
corporation is listed on the NYSE. To be considered for listing on the NYSE, a
company must meet specified levels of net earnings, assets, and trading volume,
and its shares must be widely held by investors.
SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any
Security that has been purchased for the Trusts under a contract ("Failed
Securities"), the Sponsors are authorized under each Trust Agreement to direct
the Trustee to acquire other securities ("Substitute Securities") to make up the
original corpus of the Trusts.
The Substitute Securities must be purchased within 20 days after delivery
of the notice of the failed contract. Where the Sponsors purchase Substitute
Securities in order to replace Failed Securities, the purchase price may not
exceed the purchase price of the Failed Securities and the Substitute Securities
must be substantially similar to the Securities originally contracted for and
not delivered.
Whenever a Substitute Security has been acquired for a Trust, the Trustee
shall, within five days thereafter, notify all Unitholders of that Trust of the
acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the Failed
Security exceeded the cost of the Substitute Security.
In the event no substitution is made, the proceeds of the sale of
Securities will be distributed to Unitholders as set forth under "Rights of
Unitholders--Distributions." In addition, if the right of substitution shall not
be utilized to acquire Substitute Securities in the event of a failed contract,
the Sponsor will cause to be refunded the sales charge attributable to such
Failed Securities to all Unitholders, and distribute the principal and
dividends, if any, attributable to such Failed Securities on the next
Distribution Date.
RISK CONSIDERATIONS
COMMON STOCK. An investment in Units should be made with an understanding
of the risks inherent in any investment in common stocks including the risk that
the financial condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in the
value of the Units). Additional risks include those associated with the right to
receive payments from the issuer which is generally inferior to the rights of
creditors of, or holders of, debt obligations or preferred stock issued by the
issuer. Holders of common stocks have a right to receive dividends only when,
if, and in the amounts declared by the issuer's board of directors and to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By contrast, holders
of preferred stocks usually have the right to receive dividends at a fixed rate
when and as declared by the issuer's board of directors, normally on a
cumulative basis. Dividends on cumulative preferred stock must be paid before
any dividends are paid on common stock and any cumulative preferred stock
dividend which has been omitted is added to future dividends payable to the
holders of such cumulative preferred stock. Preferred stocks are also usually
entitled to rights on liquidation which are senior to those of common stocks.
For these reasons, preferred stocks generally entail less risk than common
stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which can adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal
881978.1
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<PAGE>
amount payable at maturity (which value will be subject to market fluctuations
prior thereto), common stocks have neither fixed principal amount nor a maturity
and have values which are subject to market fluctuations for as long as the
common stocks remain outstanding. Common stocks are especially susceptible to
general stock market movements and to volatile increases and decreases in value
as market confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. The value of the common stocks in the Trusts thus may be expected to
fluctuate over the life of the Trusts to values higher or lower than those
prevailing on the Initial Date of Deposit.
Unitholders will be unable to dispose of any of the Securities in the
Trusts, and, as such, will not be able to vote the Securities. As the holder of
the Securities, the Trustee will have the right to vote all of the voting stocks
in the Trusts and will vote in accordance with the instructions of the Sponsors.
COMPUTER/COMPUTER TECHNOLOGY INDUSTRIES. The Industrial and Technology
Trusts may be considered to be concentrated in the common stock of companies
engaged in the computer and computer technology industries. As discussed, the
value of the Units of the Trusts may be susceptible to various factors affecting
these industries. Companies in the rapidly changing field of computer and
computer technology face special risks. For example, their products or services
may not prove commercially successful or may become obsolete quickly. As such,
the Trusts may not be an appropriate investment for individuals who are not
long-term investors and whose primary objective is safety of principal or stable
income from their investments. The computer and computer technology-related
industries may be subject to greater governmental regulation than many other
industries and changes in governmental policies and the need for regulatory
approvals may have a material adverse effect on these industries. Additionally,
companies in these industries may be subject to risks of developing computer
technologies, competitive pressures and other factors and are dependent upon
consumer and business acceptance as new computer technologies evolve.
The Sponsors believe that the information summarized above for the
computer/computer technology industries describes some of the more significant
aspects relating to the risks associated with investing in the Trusts which may
have a "concentration" in these industries. The sources of such information are
obtained from research reports as well as other publicly available documents.
While the Sponsors have not independently verified this information, they have
no reason to believe that such information is not correct in all material
respects.
FIXED PORTFOLIO. Unlike a "managed" investment company in which there may
be frequent changes in the portfolio of securities based upon economic,
financial and market analyses, the adverse financial condition of a company will
not result in the elimination of its securities from the portfolio of the
Trusts. In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when, in its opinion,
it is in the best interests of the Unitholders to do so. All the Securities in
the Trusts are liquidated or distributed during the Liquidation Period. Since
the Trusts will not sell Securities in response to ordinary market fluctuation,
but only at each of the Trust's termination or upon the occurrence of certain
events, the amount realized upon the sale of the Securities may not be the
highest price attained by an individual Security during the life of a Trust. See
"Administration of Trusts--Trust Supervision." Some of the Securities in the
Trusts may also be owned by other clients of the Sponsors and their affiliates.
However, because these clients may have differing investment objectives, the
Sponsors may sell certain Securities from those accounts in instances where a
sale by the Trusts would be impermissible, such as to maximize return by taking
advantage of market fluctuations. Although the Trusts are regularly reviewed and
evaluated and the Sponsor may instruct the Trustee to sell Securities under
certain limited circumstances, Securities will not be sold by the Trusts to take
advantage of market fluctuations or changes in anticipated rates of
appreciation.
881978.1
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<PAGE>
ADDITIONAL SECURITIES. Investors should be aware that in connection with
the creation of additional Units subsequent to the Initial Date of Deposit, the
Sponsors may deposit (i) Additional Securities, (ii) contracts to purchase
Additional Securities or (iii) cash with instructions to purchase Additional
Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the numbers
of shares of each Security in a Trust. To the extent the price of a Security
increases or decreases between the time cash is deposited with instructions to
purchase the Security and the time the cash is used to purchase the Security,
Units may represent less or more of that Security and more or less of the other
Securities in the Trusts. Brokerage fees (if any) incurred in purchasing
Securities with cash deposited with instructions to purchase the Securities will
be an expense of the Trusts. Price fluctuations between the time of deposit and
the time the Securities are purchased, and payment of brokerage fees, will
affect the value of every Unitholder's Units and the Income per Unit received by
the Trusts.
In particular, Unitholders who purchase Units during the initial offering
period will experience a dilution of their investment as a result of any
brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the Evaluation
Time or at prices as close as possible to the prices used to evaluate Trust
Units at the Evaluation Time. In addition, subsequent deposits to create such
additional Units will not be covered by the deposit of a bank letter of credit.
In the event that the Sponsors do not deliver cash in consideration for the
additional Units delivered, the Trusts may be unable to satisfy their contracts
to purchase the Additional Securities. The failure of the Sponsors to deliver
cash to the Trusts, or any delays in the Trusts receiving such cash, may have
significant adverse consequences for the Trusts.
YEAR 2000 ISSUE. Many existing computer programs use only two digits to
identify a year in the date field and were designed and developed without
considering the impact of the upcoming change in the century. Therefore, the
year "2000" will be incorrectly identified as the year "1900." If not corrected,
many computer applications can fail or create erroneous results by or at the
Year 2000, requiring substantial resources to remedy. The Sponsors and Trustee
believe that the "Year 2000" problem is material to their business and
operations and may have a material adverse effect on the Sponsors' and the
Trustee's results of operations and, in turn, cash available for distribution by
the Trustee. Although the Sponsors and the Trustee are addressing the problem
with respect to their business operations, there can be no assurance that the
"Year 2000" problem will be properly or timely resolved. The "Year 2000" problem
may also adversely affect issuers of the Securities contained in the Trusts to
varying degrees based upon various factors. The Sponsors are unable to predict
what effect, if any, the "Year 2000" problem will have on such issuers.
TERMINATION. Each of the Trusts may be terminated at any time and all
outstanding Units liquidated if the net asset value of a Trust falls below 40%
of the aggregate net asset value of that Trust at the completion of the initial
public offering period. Investors should note that if the net asset value of a
Trust should fall below the applicable minimum value, the Sponsors may then
terminate that Trust, at their sole discretion, prior to the Termination Date
specified in the Summary of Essential Information.
LEGAL PROCEEDINGS AND LEGISLATION. At any time after the Initial Date of
Deposit, legal proceedings may be initiated on various grounds, or legislation
may be enacted, with respect to the Securities in the Trusts or to matters
involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or will not
impair the ability of the issuers of the Securities to achieve their business
goals.
881978.1
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<PAGE>
RETIREMENT PLANS. The Trusts may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans. Generally, capital gains and income received in each of the
foregoing plans are exempt from Federal taxation. Except with respect to certain
IRAs known as Roth IRAs, distributions from such plans are generally treated as
ordinary income but may, in some cases, be eligible for special 5 or 10 year
averaging or tax-deferred rollover treatment. Five year averaging will not apply
to distributions after December 31, 1999. Ten year averaging has been preserved
in very limited circumstances. Holders of Units in IRAs, Keogh plans and other
tax-deferred retirement plans should consult their plan custodian as to the
appropriate disposition of distributions. Investors considering participation in
any such plan should review specific tax laws related thereto and should consult
their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan. Such plans are offered by McLaughlin, Piven, Vogel
Securities, Inc. Fees and charges with respect to such plans may vary.
Before investing in the Trusts, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan) should
consider among other things whether (i) the investment is prudent under the
Employee Retirement Income Security Act of 1974 ("ERISA"), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trusts; (ii) the investment satisfies the diversification requirement of
Section 404(a)(1)(C) of ERISA; and (iii) the assets of the Trusts are deemed
"plan assets" under ERISA's and the Department of Labor's definition of "plan
assets."
PUBLIC SALE OF UNITS
PUBLIC OFFERING PRICE. The Public Offering Price of the Units for the
Trusts is computed by adding the applicable initial sales charge to the
aggregate value of the Securities (as determined by the Trustee) and any cash
held to purchase Securities, divided by the number of Units of the Trust
outstanding. Valuation of Securities by the Trustee is made at the close of
business on the NYSE on each business day. Securities quoted on a national
exchange or NASDAQ are valued at the closing sale price. Securities not so
quoted are valued in the manner described in the Indenture.
PUBLIC DISTRIBUTION OF UNITS. Units will be distributed to the public at
the Public Offering Price through the Sponsors and may also be distributed
through dealers. The Sponsors intend to qualify the Units for sale in certain
states.
VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount from
the Public Offering Price based upon the number of Units purchased. This volume
discount will result in the following reduction of the sales charge applicable
to such purchases:
Industrial and
Technology Trusts
Approximate
Reduced
Number of Units Sales Charge
- --------------- ----------------
25,000 but less than 50,000............................... 3.995%
50,000 but less than 100,000.............................. 3.745%
100,000 or more........................................... 3.495%
881978.1
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<PAGE>
For transactions of at least 100,000 Units or more, the Sponsors may
negotiate the applicable sales charge and such charge will be disclosed to any
such purchaser.
These discounts will apply to all purchases of Units by the same purchaser.
Units purchased by the same purchasers in separate transactions during the
initial public offering period will be aggregated for purposes of determining if
such purchaser is entitled to a discount. Such purchaser must own at least the
required number of Units at the time such determination is made. Units held in
the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed for the purposes hereof to be
registered in the name of the purchaser. The discount is also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account.
Unitholders of prior series of McLaughlin, Piven, Vogel Family of Trusts
(the "Prior Series") may "rollover" into the Trusts by exchanging units of the
Prior Series for Units of the Trusts at their relative net asset values plus the
applicable sales charge. Unitholders maintaining an account at McLaughlin,
Piven, Vogel Securities, Inc. exercising this option, may purchase such Units
subject to a reduced sales charge of 3.995% for the Industrial and Technology
Trusts. An exchange of units of a Prior Series for Units of the Trusts will
generally be a taxable event. (See "Administration of the Trusts--Trust
Termination.") The rollover option described herein will also be available to
investors in the prior Series who elect to exchange units of a Prior Series for
units of the Trusts.
Unitholders with a brokerage account at McLaughlin, Piven, Vogel
Securities, Inc. will qualify to receive one trade to buy equity securities any
time following the first Settlement Date of the Trusts and only be charged a
$19.50 processing fee.
During the initial offering period, Unitholders who have redeemed units of
a Trust, may purchase Units in an amount up to the amount redeemed, of such
Trust, within thirty days after such redemption, at no sales charge.
Investors who purchase Units of the Trusts through a Keogh Plan, pension
fund or other qualified retirement plan having 25 or more members maintained at
McLaughlin, Piven, Vogel Securities, Inc. will be subject to a reduced sales
charge of 2.0%.
Employees (and their immediate families) of McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc. (and their affiliates) and
of the special counsel to the Sponsors, may, pursuant to employee benefit
arrangements, purchase Units of the Trusts without a sales charge at a price
equal to the aggregate value of the underlying securities in the Trusts, divided
by the number of Units outstanding. Such arrangements result in less selling
effort and selling expenses than sales to employee groups of other companies.
Resales or transfers of Units purchased under the employee benefit arrangements
may only be made through the Sponsors' secondary market, so long as it is being
maintained.
SPONSORS' PROFITS. The Sponsors will receive a combined gross underwriting
commission equal to up to 4.495% of the Public Offering Price per 100 Units
(equivalent to 4.707% of the net amount invested in the Securities) for the
Industrial and Technology Trusts. Additionally, the Sponsors may realize a
profit on the deposit of the Securities in the Trusts representing the
difference between the cost of the Securities to the Sponsors and the cost of
the Securities to the Trusts (see "Portfolio" in Part A). The Sponsors may
realize profits or sustain losses with respect to Securities deposited in the
Trusts which were acquired from underwriting syndicates of which they were a
member. All or a portion of the Securities deposited in the Trusts may have been
acquired through the Sponsors.
881978.1
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<PAGE>
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the Underwriter may
also realize profits or sustain losses as a result of fluctuations after the
Initial Date of Deposit in the aggregate value of the Securities and hence in
the Public Offering Price received by the Sponsors for the Units. Cash, if any,
made available to the Sponsors prior to settlement date for the purchase of
Units may be used in the Sponsors' business subject to the limitations of 17 CFR
240.15c3-3 under the Securities Exchange Act of 1934 and may be of benefit to
the Sponsors.
Both upon acquisition of Securities and termination of the Trusts, the
Trustee may utilize the services of the Sponsors for the purchase or sale of all
or a portion of the Securities in the Trusts. The Sponsors may receive brokerage
commissions from the Trusts in connection with such purchases and sales in
accordance with applicable law.
In maintaining a market for the Units (see "Liquidity-Sponsors Repurchase")
the Sponsors will realize profits or sustain losses in the amount of any
difference between the price at which it buys Units and the price at which it
resells such Units.
RIGHTS OF UNITHOLDERS
BOOK-ENTRY UNITS. Ownership of Units of the Trusts will not be evidenced by
certificates. All evidence of ownership of the Units will be recorded in
book-entry form at The Depository Trust Company ("DTC") through an investor's
McLaughlin, Piven, Vogel brokerage account. Units held through DTC will be
deposited by the Sponsors with DTC in the McLaughlin, Piven, Vogel DTC account
and registered in the nominee name CEDE & CO. Individual purchases of beneficial
ownership interest in the Trusts will be made in book-entry form through DTC.
Ownership and transfer of Units will be evidenced and accomplished directly and
indirectly only by book-entries made by DTC and its participants. DTC will
record ownership and transfer of the Units among DTC participants and forward
all notices and credit all payments received in respect of the Units held by the
DTC participants. Beneficial owners of Units will receive written confirmation
of their purchases and sale from their McLaughlin, Piven, Vogel representative.
Transfer, and the requirements therefore, will be governed by the applicable
procedures of DTC and the Unitholder's agreement with the DTC participant in
whose name the Unitholder's Units are registered on the transfer records of DTC.
DISTRIBUTIONS. Dividends, if any, received by a Trust are credited by the
Trustee to an Income Account for that Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for that
Trust.
Distributions to each Unitholder from the Income Account are computed as of
the close of business on each Record Date for the following payment date and
consist of an amount substantially equal to such Unitholder's pro rata share of
the income credited to the Income Account, less expenses. Distributions from the
Principal Accounts of the Trusts (other than amounts representing failed
contracts, as previously discussed) will be computed as of each Record Date, and
will be made to the Unitholders of a Trust on or shortly after the Distribution
Date. Proceeds representing principal received from the disposition of any of
the Securities between a Record Date and a Distribution Date which are not used
for redemptions of Units will be held in the Principal Account and not
distributed until the next Distribution Date. Persons who purchase Units between
a Record Date and a Distribution Date will receive their first distribution on
the Distribution Date following the next Record Date.
881978.1
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<PAGE>
As of each Record Date, the Trustee will deduct from the Income Accounts of
the Trusts, and, to the extent funds are not sufficient therein, from the
Principal Accounts of the Trusts, amounts necessary to pay the expenses of the
Trusts (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trusts. Amounts so
withdrawn shall not be considered a part of such Trust's assets until such time
as the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.
The dividend distribution per 100 Units, if any, cannot be anticipated and
may be paid as Securities are redeemed, exchanged or sold, or as expenses of
each of the Trusts fluctuate. No distribution need be made from the Income
Account or the Principal Account unless the balance therein is an amount
sufficient to distribute $1.00 per 100 Units.
RECORDS. The Trustee keeps records of the transactions of the Trusts at its
corporate trust office including names, addresses and holdings of all
Unitholders of record, a current list of the Securities and a copy of the
Indenture. Such records are available to Unitholders for inspection at
reasonable times during business hours.
REPORTS TO HOLDERS. The Trustee will furnish Unitholders with each
distribution a statement of the amount of income and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year, the Trustee will furnish to each person who at any time during
the calendar year was a Unitholder of record, a statement showing:
(i) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any, deductions for applicable taxes and fees and expenses of the
Trusts, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year;
(ii) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trusts, amounts paid for purchases
of Substitute Securities and redemptions of Units, if any, and the balance
remaining after such distributions and deductions, expressed both as a total
dollar amount and as a dollar amount representing the pro rata share of each 100
Units outstanding on the last business day of such calendar year;
(iii) a list of the Securities held, a list of Securities purchased, sold
or otherwise disposed of during the calendar year and the number of Units
outstanding on the last business day of such calendar year;
(iv) the Redemption Price per 100 Units based upon the last computation
thereof made during such calendar year; and
(v) amounts actually distributed to Unitholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trusts,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year.
Unitholders will be furnished with evaluations of Securities upon request
to the Trustee in order to comply with Federal and state tax reporting
requirements.
881978.1
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<PAGE>
LIQUIDITY
SPONSORS REPURCHASE. Unitholders who wish to dispose of their Units should
inquire of the Sponsors as to current market prices prior to making a tender for
redemption. The aggregate value of the Securities will be determined by the
Trustee on a daily basis and computed on the basis set forth under "Trustee
Redemption." The Sponsors do not guarantee the enforceability, marketability or
price of any Securities in the Portfolios or of the Units. The Sponsors may
discontinue the repurchase of Units if the supply of Units exceeds demand, or
for other business reasons. The date of repurchase is deemed to be the date on
which redemption requests are received in proper form, by McLaughlin, Piven,
Vogel Securities, Inc., 30 Wall Street, New York, New York 10005 or Reich & Tang
Distributors Inc., 600 Fifth Avenue, New York, New York 10020. Redemption
requests received after 4 P.M., New York Time, will be deemed to have been
repurchased on the next business day. In the event a market is not maintained
for the Units, a Unitholder may be able to dispose of Units only by tendering
them to the Trustee for redemption.
Units purchased by the Sponsors in the secondary market may be reoffered
for sale by the Sponsors at a price based on (i) the aggregate value of the
Securities in a Trust plus (ii) a 4.495% sales charge (or 4.707% of the net
amount invested) for the Industrial and Technology Trusts plus (iii) a pro rata
portion of amounts, if any, in the Income and Principal Accounts. Any Units that
are purchased by the Sponsors in the secondary market also may be redeemed by
the Sponsors if they determine such redemption to be in their best interest.
The Sponsors may, under certain circumstances, as a service to Unitholders,
elect to purchase any Units tendered to the Trustee for redemption (see
"Liquidity--Trustee Redemption"). Factors that the Sponsors will consider in
making a determination will include the number of Units of all Trusts which they
have in inventory, their estimate of the stability and the time required to sell
such Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (three calendar days after
tender), the Sponsors may elect to purchase such Units. Such purchase shall be
made by payment to the Unitholder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.
TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the
business day preceding the commencement of the Liquidation Period (approximately
fifteen months from the Date of Deposit), Units may also be tendered to the
Trustee for redemption upon payment of any relevant tax by contacting the
Sponsors holding such Units in street name. In certain instances, additional
documents may be required, such as trust instrument, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian. At the present time there are no specific taxes related to the
redemption of Units. No redemption fee will be charged by the Sponsors or the
Trustee. Units redeemed by the Trustee will be canceled.
Within three business days following a tender for redemption, the
Unitholder will be entitled to receive an amount for each Unit tendered equal to
the Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. The "date of
tender" is deemed to be the date on which Units are received by the Trustee. For
Units received after the close of trading on the NASDAQ or NYSE (4:00 p.m.
Eastern Time), the date of tender is the next day on which such Exchange is open
for trading, and such Units will be deemed to have been tendered to the Trustee
on such day for redemption at the Redemption Price computed on that day.
A Unitholder will receive his redemption proceeds in cash and amounts paid
on redemption shall be withdrawn from the Income Accounts, or, if the balance
therein is insufficient, from the Principal Accounts. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available
881978.1
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<PAGE>
for redemptions. Such sales, if required, can result in a sale of Securities by
the Trustee at a loss. To the extent Securities are sold, the size and diversity
of the particular Trust will be reduced. The Securities to be sold will be
selected by the Trustee in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of each Security.
Provision is made in the Indenture under which the Sponsors may, but need not,
specify minimum amounts in which blocks of Securities are to be sold in order to
obtain the best price for the Trusts. While these minimum amounts may vary from
time to time in accordance with market conditions, the Sponsors believe that the
minimum amounts specified will be approximately 100 shares for readily
marketable Securities.
The Redemption Price per Unit is the pro rata share of the Unit in the
Trusts determined by the Trustee on the basis of (i) the cash on hand in the
particular Trust or moneys in the process of being collected, (ii) the value of
the Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution to
Unitholders of record as of the business day prior to the evaluation being made.
As of the close of the initial public offering period the Redemption Price per
100 Units will be reduced to reflect the payment of the per 100 Unit
organization costs to the Sponsors. The Trustee may determine the value of the
Securities in each of the Trusts in the following manner: because the Securities
are listed on national securities exchanges, this evaluation is based on the
closing sale prices on those exchanges. Unless the Trustee deems these prices
inappropriate as a basis for evaluation or if there is no such closing purchase
price, then the Trustee may utilize, at the Trusts' expense, an independent
evaluation service or services to ascertain the values of the Securities. The
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (i) on the basis of current bid
prices for comparable securities, (ii) by appraising the value of the Securities
on the bid side of the market or (iii) by any combination of the above.
Any Unitholder tendering 2,500 Units or more of a Trust for redemption may
request, by written notice submitted at the time of tender from the Trustee in
lieu of a cash redemption, a distribution of shares of Securities and cash in an
amount and value equal to the Redemption Price Per Unit as determined as of the
evaluation next following tender. To the extent possible, in kind distributions
("In Kind Distributions") shall be made by the Trustee through the distribution
of each of the Securities in book-entry form to the account of the Unitholder's
broker-dealer at DTC. An In Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unitholder will receive his pro
rata number of whole shares of each of the Securities comprising a Trust
portfolio and cash from the Principal Accounts equal to the balance of the
Redemption Price to which the tendering Unitholder is entitled. If funds in the
Principal Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities in the manner
described above.
The Trustee is irrevocably authorized in its discretion, if the Sponsors do
not elect to purchase a Unit tendered for redemption or if the Sponsors tender a
Unit for redemption, in lieu of redeeming such Unit, to sell such Unit in the
over-the-counter market for the account of the tendering Unitholder at prices
which will return to the Unitholder an amount in cash, net after deducting
brokerage commissions, transfer taxes and other charges, equal to or in excess
of the Redemption Price for such Unit. The Trustee will pay the net proceeds of
any such sale to the Unitholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.
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The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the NASDAQ, NYSE, or AMEX is closed, other than customary weekend
and holiday closings, or when trading on that Exchange is restricted or during
which (as determined by the Securities and Exchange Commission) an emergency
exists as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or for such other periods as the Securities and Exchange
Commission may by order permit. The Trustee and the Sponsors are not liable to
any person or in any way for any loss or damage which may result from any such
suspension or postponement.
AUTOMATIC REDEMPTION. In the event a transfer of Units from a Unitholder's
McLaughlin, Piven, Vogel brokerage account results in the automatic redemption
of those Units, Unitholders will receive an amount equal to the Redemption Price
per Unit computed as of the Evaluation Time set forth under "Summary of
Essential Information" in Part A on the date of transfer. Automatic redemption
proceeds will be paid within three business days following the tender of a
notification of transfer.
ADMINISTRATION OF THE TRUSTS
TRUST SUPERVISION. Each Trust is a unit investment trust and is not a
managed fund. Traditional methods of investment management for a managed fund
typically involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolios of the Trusts, however,
will not be managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from a portfolio.
Although the portfolios of the Trusts are regularly reviewed, because of the
formula employed in selecting the Securities, it is unlikely the Trusts will
sell any of the Securities other than to satisfy redemptions of Units, or to
cease buying Additional Securities in connection with the issuance of additional
Units. However, the Trust Agreement provides that the Sponsors may direct the
disposition of Securities upon the occurrence of certain events including: (i)
default in payment of amounts due on any of the Securities; (ii) institution of
certain legal proceedings; (iii) default under certain documents materially and
adversely affecting future declaration or payment of amounts due or expected;
(iv) determination of the Sponsors that the tax treatment of the Trusts as a
grantor trust would otherwise be jeopardized; or (v) decline in price as a
direct result of serious adverse credit factors affecting the issuer of a
Security which, in the opinion of the Sponsors, will make the retention of the
Security detrimental to the Trusts or the Unitholders. Furthermore, the Trusts
will likely continue to hold a Security and purchase additional shares
notwithstanding its ceasing to be (i) ranked as one of the 25 best performing
stocks on the S&P 500 Index, as measured by price appreciation, or (ii) included
as one of the highest traded stocks on the NASDAQ or NYSE with a price
appreciation of 40% or greater.
In addition, each Trust Agreement provides as follows:
1. If a default in the payment of amounts due on any Security occurs
pursuant to provision (i) above and if the Sponsors fail to give immediate
instructions to sell or hold that Security, the Trustee, within 30 days of
that failure by the Sponsors, shall sell the Security.
2. It is the responsibility of the Sponsors to instruct the Trustee to
reject any offer made by an issuer of any of the Securities to issue new
securities in exchange and substitution for any Security pursuant to a
recapitalization or reorganization, if any exchange or substitution is
effected notwithstanding such rejection, any securities or other property
received shall be promptly sold unless the Sponsors direct that it be
retained.
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3. Any property received by the Trustee after the Initial Date of
Deposit as a distribution on any of the Securities in a form other than
cash or additional shares of the Securities, which shall be retained, shall
be promptly sold unless the Sponsors direct that it be retained by the
Trustee. The proceeds of any disposition shall be credited to the Income or
Principal Accounts of a Trust.
4. The Sponsors are authorized to increase the size and number of Units
of the Trusts by the deposit of Additional Securities, contracts to
purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units from time to time subsequent to
the Initial Date of Deposit, provided that the original proportionate
relationship among the number of shares of each Security in a Trust
established on the Initial Date of Deposit is maintained to the extent
practicable. The Sponsors may specify the minimum numbers in which
Additional Securities will be deposited or purchased. If a deposit is not
sufficient to acquire minimum amounts of each Security, Additional
Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the
original proportionate relationship. If Securities of an issue originally
deposited are unavailable at the time of the subsequent deposit, the
Sponsors may (i) deposit cash or a letter of credit with instructions to
purchase the Security when it becomes available, or (ii) deposit (or
instruct the Trustee to purchase) either Securities of one or more other
issues originally deposited or a Substitute Security.
TRUST AGREEMENT AND AMENDMENT. The Trust Agreements may be amended by the
Trustee and the Sponsors without the consent of any of the Unitholders to: (i)
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (ii) change any provision thereof as may be required
by the Securities and Exchange Commission or any successor governmental agency;
or (iii) make such other provisions in regard to matters arising thereunder as
shall not adversely affect the interests of the Unitholders.
The Trust Agreements may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of investors
holding 66 2/3% of the Units then outstanding for the purpose of modifying the
rights of Unitholders; provided that no such amendment or waiver shall reduce
any Unitholder's interest in the Trusts without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of the holders of all Units. The Trust Agreements may not be
amended, without the consent of the holders of all Units in the Trusts then
outstanding, to increase the number of Units issuable or to permit the
acquisition of any Securities in addition to or in substitution for those
initially deposited in such Trust, except in accordance with the provisions of
the Trust Agreements. The Trustee shall promptly notify Unitholders, in writing,
of the substance of any such amendment.
TRUST TERMINATION. The Trust Agreements provide that a Trust shall
terminate as of the Evaluation Time on the business day preceding the
commencement of the Liquidation Period or upon the maturity, redemption or other
disposition, as the case may be, of the last of the Securities held in such
Trust but in no event is it to continue beyond the Mandatory Termination Date.
If the value of a Trust shall be less than the minimum amount set forth under
"Summary of Essential Information" in Part A, the Trustee may, in its
discretion, and shall, when so directed by the Sponsors, terminate such Trust.
Each Trust may also be terminated at any time with the consent of the investors
holding 100% of the Units then outstanding. The Trustee may utilize the services
of the Sponsors for the sale of all or a portion of the Securities in the
Trusts, and in so doing, the Sponsors will determine the manner, timing and
execution of the sales of the underlying Securities. Any brokerage commissions
received by the Sponsors from the Trusts in connection with such sales will be
in accordance with applicable law. In the event of termination, written notice
thereof will be sent by the Trustee to all Unitholders. Such notice will provide
Unitholders with the following three options by which to receive their pro rata
share of the net asset value of the Trusts and
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requires their election of one of the three options by notifying the Trustee by
returning a properly completed election request (to be supplied to Unitholders
of at least 2,500 Units of a Trust prior to the commencement of the Liquidation
Period):
1. a Unitholder who owns at least 2,500 units and whose interest in a
Trust will entitle it to receive at least one share of each underlying
Security will have its Units redeemed on or about the commencement of the
Liquidation Period. This will be accomplished by distribution of the
Unitholder's pro rata share of the net asset value of the Trust on such
date distributed in kind to the extent represented by whole shares of
underlying Securities and the balance in cash within three business days
next following the commencement of the Liquidation Period. Unitholders
subsequently selling such distributed Securities will incur brokerage costs
when disposing of such Securities. Unitholders should consult their own tax
adviser in this regard;
2. to receive in cash such Unitholder's pro rata share of the net asset
value of a Trust derived from the sale by the Sponsors as the agents of the
Trustee of the underlying Securities during the Liquidation Period. The
Unitholder's pro rata share of its net assets of a Trust will be
distributed to such Unitholder within three days of the settlement of the
trade of the last Security to be sold; and/or
3. to invest such Unitholder's pro rata share of the net assets of a
Trust derived from the sale by the Sponsors as agents of the Trustee of the
underlying Securities in units of a subsequent series of McLaughlin, Piven,
Vogel Family of Trusts (the "New Series") provided one is offered. It is
expected that a special redemption and liquidation will be made of all
Units of the Trust held by a Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee on or prior to the Rollover Notification
Date set forth in the "Summary of Essential Information" for the Trusts in
Part A. The Units of a New Series will be purchased by the Unitholder
within three business days of the settlement of the trade for the last
Security to be sold. Such purchaser will be entitled to a reduced sales
charge upon the purchase of units of the New Series. It is expected that
the terms of the New Series will be substantially the same as the terms of
the Trusts described in this Prospectus, and that similar options with
respect to the termination of such New Series will be available. The
availability of this option does not constitute a solicitation of an offer
to purchase Units of a New Series or any other security. A Unitholder's
election to participate in this option will be treated as an indication of
interest only. At any time prior to the purchase by the Unitholder of units
of a New Series such Unitholder may change his investment strategy and
receive, in cash, the proceeds of the sale of the Securities. An election
of this option will not prevent the Unitholder from recognizing taxable
gain or loss (except in the case of a loss, if and to the extent that
Securities contained in the New Series are treated as substantially
identical to Securities held by a Trust) as a result of the liquidation,
even though no cash will be distributed to pay any taxes. Unitholders
should consult their own tax advisers in this regard.
Unitholders who do not make any election will be deemed to have elected to
receive the termination distribution in cash (option number 2).
The Sponsors have agreed that, to the extent they effect the sales of
underlying Securities for the Trustee, in the case of the second and third
options during the Liquidation Period such sales will be free of brokerage
commissions. The Sponsors, on behalf of the Trustee, will sell the Securities by
the last business day of the Liquidation Period unless prevented by unusual and
unforeseen circumstances, such as, among other reasons, a suspension in trading
of a Security, the close of a stock exchange, outbreak of hostilities and
collapse of the economy. The Redemption Price Per 100 Units upon the settlement
of the last sale of Securities during the Liquidation Period will be distributed
to Unitholders in redemption of such Unitholders' interest in a Trust.
881978.1
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Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsors
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsors' buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsors' purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of and
demand for Securities, such sales may tend to depress the market prices and thus
reduce the proceeds of such sales. The Sponsors believe that the sale of
underlying Securities over the Liquidation Period described above is in the best
interest of a Unitholder and may mitigate the negative market price consequences
stemming from the trading of large amounts of Securities. The Securities may be
sold in fewer than seven days if, in the Sponsor's judgment, such sales are in
the best interest of Unitholders. The Sponsors, in implementing such sales of
securities on behalf of the Trustee, will seek to maximize the sales proceeds
and will act in the best interests of the Unitholders. There can be no
assurance, however, that any adverse price consequences of heavy trading will be
mitigated.
Section 17(a) of the Investment Company Act of 1940 generally prohibits
principal transactions between registered investment companies and their
affiliates. Pursuant to an exemptive order issued by the SEC, each terminating
McLaughlin, Piven, Vogel Family of Trusts can sell Duplicated Securities
directly to a New Series. The exemption will enable the Trusts to eliminate
commission costs on these transactions. The price for those securities
transferred will be the closing sale price on the sale date on the national
securities exchange where the securities are principally traded, as certified
and confirmed by the Trustee.
The Sponsors may for any reason, in their sole discretion, decide not to
sponsor any subsequent series of the Trusts, without penalty or incurring
liability to any Unitholder. If the Sponsors so decide, the Sponsors will notify
the Trustee of that decision, and the Trustee will notify the Unitholders. All
Unitholders will then elect either option 1, if eligible, or option 2.
By electing to rollover into the New Series, the Unitholder indicates his
interest in having his terminating distribution from the Trusts invested only in
the New Series created following termination of the Trusts; the Sponsors expect,
however, that a similar rollover program will be offered with respect to all
subsequent series of the Trusts, thus giving Unitholders an opportunity to elect
to rollover their terminating distributions into a New Series. The availability
of the rollover privilege does not constitute a solicitation of offers to
purchase units of a New Series or any other security. A Unitholder's election to
participate in the rollover program will be treated as an indication of interest
only. The Sponsors intend to coordinate the date of deposit of a future series
so that the terminating trusts will terminate contemporaneously with the
creation of a New Series. The Sponsors reserve the right to modify, suspend or
terminate the rollover privilege at any time.
In the event the Sponsors determine that a redemption in kind and
subsequent investment in a New Series by a Unitholder may be accomplished in a
manner that will not result in the recognition of gain or loss for Federal
income tax purposes with respect to any Securities included in the portfolio of
the New Series, Unitholders will be notified at least 30 days prior to the
Rollover Notification Date of the procedures and process necessary to facilitate
such tax treatment.
THE SPONSORS. McLaughlin, Piven, Vogel Securities, Inc. ("MPV") is a New
York corporation engaged in the underwriting and securities brokerage business,
and in the investment advisory business. It is a member of the National
Association of Securities Dealers, Inc. MPV maintains its principal business
offices at 30 Wall Street, New York, New York 10005. The majority shareholder of
MPV is James J. McLaughlin. Mr. McLaughlin may be deemed to be a controlling
person of MPV.
881978.1
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Reich & Tang Distributors, Inc., a Delaware corporation, is engaged in the
brokerage business and is a member of the National Association of Securities
Dealers, Inc. Reich & Tang is also a registered investment advisor. Reich & Tang
maintains its principal business offices at 600 Fifth Avenue, New York, New York
10020. The sole shareholder of Reich & Tang, Reich & Tang Asset Management, Inc.
("RTAM Inc.") is wholly owned by NEIC Holdings, Inc. which, effective December
29, 1997, was wholly owned by NEIC Operating Partnership, L.P. ("NEICOP").
Subsequently, on March 31, 1998, NEICOP changed its name to Nvest Companies,
L.P. ("Nvest"). The general partners of Nvest are Nvest Corporation and Nvest
L.P. As of March 31, 1998, Metropolitan Life Insurance Company ("MetLife") owned
approximately 47% of the partnership interests of Nvest. Nvest, with a principal
place of business at 399 Boylston Street, Boston, MA 02116, is a holding company
of firms engaged in the securities and investment advisory business. These
affiliates in the aggregate are investment advisors or managers to over 80
registered investment companies. Reich & Tang is Sponsor (and Co-Sponsor, as the
case may be) for numerous series of unit investment trusts, including New York
Municipal Trust, Series 1 (and Subsequent Series), Municipal Securities Trust,
Series 1 (and Subsequent Series), 1st Discount Series (and Subsequent Series),
Multi-State Series 1 (and Subsequent Series), Mortgage Securities Trust, Series
1 (and Subsequent Series), Insured Municipal Securities Trust, Series 1 (and
Subsequent Series), 5th Discount Series (and Subsequent Series), Equity
Securities Trust, Series 1, Signature Series, Gabelli Communications Income
Trust (and Subsequent Series) and Schwab Trusts.
MetLife is a mutual life insurance company with assets of $330.6 billion at
December 31, 1997. MetLife provides a wide range of insurance and investment
products and services to individuals and groups and is the leader among United
States life insurance companies in terms of total life insurance in force, which
totaled $1.7 trillion on December 31, 1997 for MetLife and its insurance
affiliates.
The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsors and their ability
to carry out its contractual obligations. The Sponsors will be under no
liability to Unitholders for taking any action, or refraining from taking any
action, in good faith pursuant to the Trust Agreement, or for errors in judgment
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
The Sponsors may each resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsors. If at any time either of the
Sponsors shall resign or fail to perform any of their duties under a Trust
Agreement or become incapable of acting or become bankrupt or their affairs are
taken over by public authorities, then the Trustee may either (i) appoint a
successor sponsor; (ii) terminate a Trust Agreement and liquidate the Trusts; or
(iii) continue to act as Trustee without terminating a Trust Agreement. Any
successor sponsor appointed by the Trustee shall be satisfactory to the Trustee
and, at the time of appointment, shall have a net worth of at least $1,000,000.
THE TRUSTEE. The Trustee is The Chase Manhattan Bank, with its principal
executive office located at 270 Park Avenue, New York, New York 10017 (800)
428-8890 and its unit investment trust office at Four New York Plaza, New York,
New York 10004. The Trustee is subject to supervision by the Superintendent of
Banks of the State of New York, the Federal Deposit Insurance Corporation and
the Board of Governors of the Federal Reserve System.
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties; provided, however, that the Trustee
shall not in any event be liable or
881978.1
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responsible for any evaluation made by any independent evaluation service
employed by it. In addition, the Trustee shall not be liable for any taxes or
other governmental charges imposed upon or in respect of the Securities or the
Trusts which it may be required to pay under current or future law of the United
States or any other taxing authority having jurisdiction. The Trustee shall not
be liable for depreciation or loss incurred by reason of the sale by the Trustee
of any of the Securities pursuant to the Trust Agreement. The Trustee has not
participated in the selection of the Trusts' Securities.
For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unitholders."
The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsors, and mailing a copy of a notice of resignation to all
Unitholders. In such an event the Sponsors are obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
the Sponsors may remove the Trustee and appoint a successor as provided in the
Trust Agreement. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsors. If upon resignation of the Trustee no successor has
been appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment by
such successor Trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor.
Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.
TRUST EXPENSES AND CHARGES
Investors will reimburse the Sponsors for all or a portion of the estimated
costs incurred in organizing and offering the Trusts (collectively, the
"organization costs")--including the cost of the initial preparation and
execution of the Trust Agreements, registration of the Trusts and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933 and
state registration fees, the initial fees and expenses of the Trustee, legal
expenses and other actual out-of-pocket costs. The estimated organization costs
will be paid from the assets of the Trusts as of the close of the initial public
offering period (which may be between 30 and 90 days). To the extent that actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trusts. To the extent
that actual organization costs are greater than the estimated amount, only the
estimated organization costs included in the Public Offering Price will be
reimbursed to the Sponsors. All advertising and selling expenses, as well as any
organizational costs not paid by the Trusts, will be borne by the Sponsors at no
cost to the Trusts.
The Sponsors will receive, for portfolio supervisory services to the
Trusts, an Annual Fee in the amount set forth under "Summary of Essential
Information" in Part A. The Sponsors' fee may exceed the actual cost of
providing portfolio supervisory services for the Trusts, but at no time will the
total amount received for portfolio supervisory services rendered to
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all series of the McLaughlin, Piven, Vogel Family of Trusts in any calendar year
exceed the aggregate cost to the Sponsors of supplying such services in such
year. (See "Administration of the Trusts--Trust Supervision.")
The Trustee will receive, for its ordinary recurring services to the
Trusts, an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Trust Agreement, see
"Administration of the Trusts" and "Rights of Unitholders."
The Trustee's fees applicable to the Trusts are payable as of each Record
Date from the Income Accounts of the Trusts to the extent funds are available
and then from the Principal Accounts. Both the Sponsors' and the Trustee's fees
may be increased without approval of the Unitholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All Services
Less Rent."
The following additional charges are or may be incurred by the Trusts: (i)
all expenses (including counsel fees) of the Trustee incurred and advances made
in connection with its activities under the Trust Agreements, including the
expenses and costs of any action undertaken by the Trustee to protect the Trusts
and the rights and interests of the Unitholders; (ii) fees of the Trustee for
any extraordinary services performed under the Trust Agreements; indemnification
of the Trustee for any loss or liability accruing to it without gross
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with its acceptance or administration of the Trusts; (iii)
indemnification of the Sponsors for any losses, liabilities and expenses
incurred in acting as sponsors of the Trusts without gross negligence, bad faith
or willful misconduct on its part; and (iv) all taxes and other governmental
charges imposed upon the Securities or any part of the Trusts (no such taxes or
charges are being levied, made or, to the knowledge of the Sponsors,
contemplated). The above expenses, including the Trustee's fees, when paid by or
owing to the Trustee are secured by a first lien on the Trusts to which such
expenses are charged. In addition, the Trustee is empowered to sell the
Securities in order to make funds available to pay all expenses.
Unless the Sponsors otherwise direct, the accounts of the Trusts shall be
audited not less than annually by independent public accountants selected by the
Sponsors. The expenses of the audit shall be an expense of the Trusts. So long
as the Sponsors maintain a secondary market, the Sponsors will bear any audit
expense which exceeds $.50 cents per 100 Units. Unitholders covered by the audit
during the year may receive a copy of the audited financial statements upon
request.
REINVESTMENT PLAN
Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trusts) may be reinvested
by participating in the Trusts' Reinvestment Plan. Under the plan, the Units
acquired for participants will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of Additional Securities
as described in "The Trusts--Deposit of Additional Securities" in this Part B.
Units acquired by reinvestment will be subject to a reduced sales charge of
1.00%. Unitholders who participate in the Reinvestment Plan will nevertheless be
subject to tax on their distributions in the manner described under "Tax
Status." Investors should inform their broker when purchasing their Units if
they wish to participate in the Reinvestment Plan. Thereafter, Unitholders
should contact their broker if they wish to modify or terminate their election
to participate in the Reinvestment Plan. In order to enable a Unitholder to
participate in the Reinvestment Plan, with respect to a particular distribution
on their Units, such notice must be made at least three business days prior to
the Record Date for such distribution. Each subsequent distribution of income or
principal on the participant's Units will be automatically applied by the
Trustee to purchase additional Units of the Trusts. The Sponsors reserve the
right to demand, modify or terminate the Reinvestment Plan at any time without
prior notice. The Reinvestment Plan for the Trusts may not be available in all
states.
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TAX STATUS
This is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code. Unitholders should consult their tax advisers in
determining the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units.
In rendering the opinion set forth below, Battle Fowler LLP has examined
the Agreement, the final form of Prospectus dated the date hereof and the
documents referred to therein, among others, and has relied on the validity of
said documents and the accuracy and completeness of the facts set forth therein.
In the Opinion of Battle Fowler LLP, special counsel for the Sponsors, under
existing law:
1. The Trusts will be classified as grantor trusts for Federal
income tax purposes and not as partnerships or associations taxable as
corporations. Classification of the Trusts as grantor trusts will cause the
Trusts not to be subject to Federal income tax, and will cause the
Unitholders of the Trusts to be treated for Federal income tax purposes as
the owners of a pro rata portion of the assets of the Trusts. All income
received by the Trusts will be treated as income of the Unitholders in the
manner set forth below.
2. The Trusts are not subject to the New York Franchise Tax on
Business Corporations or the New York City General Corporation Tax. For a
Unitholder who is a New York resident, however, a pro rata portion of all
or part of the income of the Trusts will be treated as income of the
Unitholder under the income tax laws of the State and City of New York.
Similar treatment may apply in other states.
3. During the 90-day period subsequent to the initial issuance
date, the Sponsors reserve the right to deposit Additional Securities that
are substantially similar to those deposited in initially establishing the
Trusts. This retained right falls within the guidelines promulgated by the
IRS and should not affect the taxable status of the Trusts.
A taxable event will generally occur with respect to each Unitholder when
the Trusts dispose of a Security (whether by sale, exchange or redemption) or
upon the sale, exchange or redemption of Units by the Unitholder. The price a
Unitholder pays for its Units, including sales charges, is allocated among its
pro rata portion of each Security held by the Trusts (in proportion to the fair
market values thereof on the date the Unitholder purchases its Units) in order
to determine its initial cost for its pro rata portion of each Security held by
the Trusts.
For Federal income tax purposes, a Unitholder's pro rata portion of
dividends paid with respect to a Security held by the Trusts is taxable as
ordinary income to the extent of such corporation's current or accumulated
earnings and profits. A Unitholder's pro rata portion of dividends paid on a
Security that exceed current and accumulated earnings and profits will first
reduce a Unitholder's tax basis in the Security, and to the extent that such
dividends exceed a Unitholder's tax basis in the Security will generally be
treated as a capital gain.
A Unitholder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trusts will
generally be considered a capital gain and will be long-term if the Unitholder
has held its Units (and the Trust has held the Securities) for more than one
year. Capital gains realized by corporations are generally taxed at the same
rates applicable to ordinary income, but non-corporate taxpayers who realize
long-term capital gains may be subject to a
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reduced tax rate of 20%, rather than the "regular" maximum tax rate of 39.6%.
Tax rates may increase prior to the time when Unitholders may realize gains from
the sale, exchange or redemption of the Units or Securities.
A Unitholder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trusts will generally be
considered a capital loss and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
losses are deductible to the extent of capital gains; in addition, up to $3,000
of capital losses ($1,500 for married individuals filing separately) recognized
by non-corporate Unitholders may be deducted against ordinary income.
A Unitholder that itemizes its deductions may also deduct its pro rata
share of the fees and expenses of the Trusts, but only to the extent that such
amounts, together with the Unitholder's other miscellaneous deductions, exceed
2% of its adjusted gross income. The deduction of fees and expenses may also be
limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.
After the end of each calendar year, the Trustee will furnish to each
Unitholder an annual statement containing information relating to the dividends
received by the Trusts on the Securities, the gross proceeds received by the
Trusts from the disposition of any Security, and the fees and expenses paid by
the Trusts. The Trustee will also furnish annual information returns to each
Unitholder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to its pro rata portion of dividends taxable as
ordinary income received by the Trusts from a domestic corporation or from a
qualifying foreign corporation in the same manner as if such corporation
directly owned the Securities paying such dividends. However, a corporation
owning Units should be aware that Sections 246 and 246A of the Code impose
additional limitations on the eligibility of dividends for the 70% dividends
received deduction. These limitations include a requirement that stock (and
therefore Units) must generally be held at least 46 days (as determined under
Section 246(c) of the Code) during the 90-day period beginning on the date that
is 45 days before the date on which the stock becomes ex-dividend. Moreover, the
allowable percentage of the deduction will be reduced if a corporate Unitholder
owns stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation.
As discussed in the section "Administration of the Trusts--Trust
Termination," each Unitholder may have three options in receiving its
termination distributions, namely (i) to receive its pro rata share of the
underlying Securities in kind, (ii) to receive cash upon liquidation of its pro
rata share of the underlying Securities, or (iii) to invest the amount of cash
it will receive upon the liquidation of its pro rata share of the underlying
Securities in units of a future series of the Trusts (if one is offered) at a
reduced sales charge. A Unitholder that chooses option (i) should be treated as
merely exchanging its undivided pro rata ownership of Securities held by the
Trusts for sole ownership of a proportionate share of Securities, and therefore
the transaction should be tax free to the extent the Securities are received.
Alternatively, the transaction may be treated as an exchange that will qualify
for nonrecognition treatment to the extent the Unitholder is exchanging its
undivided interest in all of the Trusts' Securities for its proportionate number
of shares of the underlying Securities. In either instance, the transaction
should result in a non-taxable event for the Unitholder to the extent Securities
are received. However, there is no specific authority addressing the income tax
consequences of an in-kind distribution from a grantor trust.
Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on unrelated business taxable income. Unrelated
881978.1
B-22
<PAGE>
business taxable income is income from a trade or business regularly carried on
by the tax-exempt entity that is unrelated to the entity's exempt purpose.
Unrelated business taxable income generally does not include dividend or
interest income or gain from the sale of investment property, unless such income
is derived from property that is debt-financed or is dealer property. A
tax-exempt entity's dividend income from the Trusts and gain from the sale of
Units in the Trusts or the Trusts' sale of Securities is not expected to
constitute unrelated business taxable income to such tax-exempt entity unless
the acquisition of the Unit itself is debt-financed or constitutes dealer
property in the hands of the tax-exempt entity.
Prospective investors are urged to consult their own tax advisers
concerning the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units prior to investing in the Trusts.
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby and certain
matters relating to Federal tax law have been passed upon by Battle Fowler LLP,
75 East 55th Street, New York, New York 10022 as counsel for the Sponsor.
Carter, Ledyard & Milburn, Two Wall Street, New York, New York 10005 have acted
as counsel for the Trustee.
INDEPENDENT AUDITORS. The Statements of Financial Condition, including the
Portfolios, are included herein in reliance upon the report of Ernst & Young
LLP, independent auditors, and upon the authority of said firm as experts in
accounting and auditing.
PERFORMANCE INFORMATION. Total returns, average annualized returns or
cumulative returns for various periods of the strategy, the related index and
the Trusts may be included from time to time in advertisements, sales literature
and reports to current or prospective investors. Total return shows changes in
Unit price during the period plus any dividends and capital gains, divided by
the original public offering price. Average annualized returns show the average
return for stated periods of longer than a year. Sales material may also include
an illustration of the cumulative results of like annual investments in a
strategy during an accumulation period and like annual withdrawals during a
distribution period. Figures for actual portfolios will reflect all applicable
expenses and, unless otherwise stated, the maximum sales charge. No provision is
made for any income taxes payable. Similar figures may be given for the Trusts
applying the investment strategies to other indexes. Returns may also be shown
on a combined basis. Trust performance may be compared to performance on a total
return basis of the NASDAQ, NYSE or similar exchanges, as well as the DJIA, S&P
500 Index or other similar indices. In addition, total return comparisons may be
made to performance data from Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Standard & Poor's CompuStat and Center for Research in
Security Prices (CRSP) at the University of Chicago or from publications such as
The Wall Street Journal, Money, The New York Times, U.S. News and World Report,
Business Week, Forbes or Fortune. As with other performance data, performance
comparisons should not be considered representative of the Trusts' relative
performance for any future period.
Pending the approval of the National Association of Securities Dealers
Regulation, the Sponsors may also include, in advertisements, sales literature
and reports to current or prospective investors, the performance of hypothetical
portfolios to which the Sponsors have applied the same investment objectives and
selection strategies, as well as back-tested data of the historical performance
of such strategies, as described in "The Trusts--The Securities" and which the
Sponsors intend to apply to the selection of securities for the Trusts. This
performance information is intended to illustrate each of the Trust's strategies
and should not be interpreted as indicative of the future performance of the
Trusts.
SEC WEBSITE. The Securities and Exchange Commission ("SEC") maintains a
website that contains reports, proxy and information statements and other
information regarding the Trusts which is filed electronically with the SEC. The
SEC's Internet address is http:www.sec.gov. Offering materials for the sale of
these Units available through the Internet are not being offered directly or
indirectly to residents of a particular state nor is an offer of these Units
through the Internet specifically directed to any person in a state by, or on
behalf of, the issuer.
881978.1
B-23
<PAGE>
No person is authorized to give any information or to
make any representations not contained in this
Prospectus and you should not rely on any other
information. The Trusts are registered as a unit
investment trust under the Investment Company Act of
1940. Such registration does not imply that the Trusts
or any of its Units have been guaranteed, sponsored,
recommended or approved by the United States or any
state or any agency or officer thereof.
----------------------------------
Table of Contents
Title Page
----- ----
PART A
Investment Summary......................... A-2
Fee Table.................................. A-7
Summary of Essential Information........... A-8
Statements of Financial Condition.......... A-10
Portfolios................................. A-11
Report of Independent Auditors............. A-13
PART B
The Trusts................................. B-1
Risk Considerations........................ B-5
Public Sale of Units....................... B-8
Rights of Unitholders...................... B-10
Liquidity.................................. B-12
Administration of the Trusts............... B-15
Trust Expenses and Charges................. B-19
Reinvestment Plan.......................... B-20
Tax Status................................. B-21
Other Matters.............................. B-23
This Prospectus does not contain all of the
information set forth in the registration statement,
filed with the SEC, Washington, D.C., under the
Securities Act of 1933 (file no. 333-80211), and the
Investment Company Act of 1940 (file no. 811-08945),
and to which reference is made. Copies may be reviewed
and obtained from the SEC by:
o calling: 1-800-SEC-0330
o visiting the SEC Internet address:
http://www.sec.gov
o writing: Public Reference Section of the
Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549-6009
McLaughlin, Piven, Vogel
Family of Trusts
Industrial Trust Series III
Technology Trust Series III
(A Unit Investment Trust
comprised of two separate portfolios)
PROSPECTUS
DATED: OCTOBER 19, 1999
SPONSORS:
McLAUGHLIN, PIVEN, VOGEL
SECURITIES, INC.
30 Wall Street
New York, New York 10005
212-248-0750
REICH & TANG DISTRIBUTORS, INC.
600 Fifth Avenue
New York, New York 10020
212-830-5400
TRUSTEE:
THE CHASE MANHATTAN BANK
4 New York Plaza
New York, New York 10004
This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, securities in any
state to any person to whom it is not lawful to
make such offer in such state.
--------------------------------
881978.1
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Reich & Tang Distributors, Inc. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.
The employees of McLaughlin, Piven, Vogel Securities, Inc. are covered under
Broker's Blanket Policy, Standard Form 14, in the amount of $1,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheets to the Registration Statements of McLaughlin, Piven, Vogel Family of
Trusts, McLaughlin, Piven, Vogel Industrial Trust and McLaughlin, Piven,
Vogel Technology Trust filed on March 5, 1999, and McLaughlin, Piven, Vogel
Family of Trusts, Pinnacle Trust filed on August 7, 1998.)
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Ernst & Young LLP
The following exhibits:
99.1.1 -- Reference Trust Agreement including certain amendments to the
Trust Indenture and Agreement referred to under Exhibit
99.1.1.1 below (filed as Exhibit 99.1.1 to Amendment No. 1 to
the Form S-6 Registration Statement No.333-80211 of
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust
Series II, Technology Trust Series II, and Pinnacle Trust
Large Cap Series III on July 20, 1999 and incorporated herein
by reference).
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 1.1.1
to Amendment No. 1 to Form S-6 Registration Statement No.
333-60915 of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on September 23, 1998 and incorporated herein
by reference).
99.1.3.5 -- Certificate of Incorporation of Reich & Tang Distributors,
Inc. (filed as Exhibit 99.1.3.5 to Form S-6 Registration
Statement No. 333-44301 of Equity Securities Trust, Series
16, Signature Series, Zacks All-Star Analysts Trust III on
January 15, 1998 and incorporated herein by reference).
99.1.3.6 -- By-Laws of Reich & Tang Distributors, Inc. (filed as Exhibit
99.1.3.6 to Form S-6 Registration Statement No. 333-44301 of
Equity Securities Trust, Series 16, Signature Series, Zacks
All-Star Analysts Trust III on January 15, 1998 and
incorporated herein by reference).
99.1.3.7 -- Certificate of Incorporation of McLaughlin, Piven, Vogel
Securities, Inc. dated March 8, 1977 and as amended on
January 16, 1979, June 8, 1979, August 27, 1979, May 3, 1982,
December 20, 1983 and September 25, 1989 (filed as Exhibit
99.1.3.7 to Form S-6 Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust
on August 7, 1998 and incorporated herein by reference).
883022.1
II-1
<PAGE>
99.1.3.8 -- By-Laws of McLaughlin, Piven, Vogel Securities Inc. (filed as
Exhibit 99.1.3.8 to Form S-6 Registration Statement No.
333-60915 of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated herein by
reference).
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the
headings "Tax Status" and "Legal Opinions" in the Prospectus,
and to the filing of their opinion regarding tax status of
the Trust.
99.6.0 -- Power of Attorney of Reich & Tang Distributors, Inc., the
Depositor, by its officers and a majority of its Directors
(filed as Exhibit 99.6.0 to Form S-6 Registration Statement
No. 333-44301 of Equity Securities Trust, Series 16,
Signature Series, Zacks All-Star Analysts Trust III on
January 15, 1998 and incorporated herein by reference).
99.6.1 -- Power of Attorney of McLaughlin, Piven, Vogel Securities,
Inc. (filed as Exhibit 99.6.1 to Form S-6 Registration
Statement No. 333-60915 of McLaughlin, Piven, Vogel Family of
Trusts, The Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).
- ------------------
* Filed herewith
II-2
883022.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
The Registrant hereby identifies McLaughlin, Piven, Vogel Family of
Trusts, Industrial Trust Series II and Technology Trust Series II for the
purposes of the representations required by Rule 487 and represents the
following:
1) That the portfolio securities deposited in the Series as to the
securities of which this registration statement is being filed do not
differ materially in type or quality from those deposited in such
previous series;
2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the Series with respect to the securities of which
this registration statement is being filed, this registration
statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such
previous Series as to which the effective date was determined by the
commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series
III and Technology Trust Series III has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of New York and State of New York on the 19th day
of October, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST SERIES III
(Registrant)
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
(Depositor)
By /S/ ALLAN M. VOGEL
----------------------------
Allan M. Vogel
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons,
who constitute the principal officers and a majority of the directors of
McLaughlin, Piven, Vogel Securities, Inc., the Depositor, in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---------- ---------- -----------
<S> <C> <C>
JAMES C. MCLAUGHLIN Chairman of the Board, Chief Executive
Officer and Director
ALLAN M. VOGEL President, Secretary, Chief Financial October 19, 1999
Officer and Director
By /S/ ALLAN M. VOGEL
----------------------
Allan M. Vogel
Attorney-In-Fact*
</TABLE>
- ---------------
* An executed copy of a Power of Attorney was filed as Exhibit 99.6.1 to
Form S-6 Registration Statement No. 333-60915 on August 7, 1998.
883022.1
II-3
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
The Registrant hereby identifies McLaughlin, Piven, Vogel Family of
Trusts, Industrial Trust Series II, and Technology Trust Series II for the
purposes of the representations required by Rule 487 and represents the
following:
1) That the portfolio securities deposited in the Series as to the
securities of which this registration statement is being filed do not
differ materially in type or quality from those deposited in such
previous series;
2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the Series with respect to the securities of which
this registration statement is being filed, this registration
statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such
previous Series as to which the effective date was determined by the
commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series
III and Technology Trust Series III has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of New York and State of New York on the 19th day
of October, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST SERIES III
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
By /S/ PETER J. DEMARCO
-----------------------------------
Peter J. DeMarco
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons,
who constitute the principal officers and a majority of the directors of Reich &
Tang Distributors, Inc., the Depositor, in the capacities and on the dates
indicated.
Name Title Date
----- ----- -------
RICHARD E. SMITH III President and Director
PETER S. VOSS Director
G. NEAL RYLAND Director
EDWARD N. WADSWORTH Executive Officer
STEVEN W. DUFF Director October 19, 1999
PETER J. DEMARCO Executive Vice President
RICHARD I. WEINER Vice President
BERNADETTE N. FINN Vice President By /S/ PETER J. DEMARCO
LORRAINE C. HYSLER Secretary ---------------------------
RICHARD DE SANCTIS Treasurer Peter J. DeMarco
as Executive Vice President
and Attorney-In-Fact*
- -------------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to Form
S-6 Registration Statement No. 333-44301 on January 15, 1998.
883022.1
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference made to our firm under the Caption
"Independent Auditors" in Part B of the Prospectus and to the use of our report
dated October 19, 1999, in this Registration Statement (Form S-6 No. 333-88495)
of McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series III and
Technology Trust Series III.
ERNST & YOUNG LLP
New York, New York
October 19, 1999
883022.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
(212)856-6914
(212)856-7816
October 19, 1999
McLaughlin, Piven, Vogel Securities, Inc.
30 Wall Street
New York, New York 10005
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
Re: McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust
Series III and Technology Trust Series III
Dear Sirs:
We have acted as special counsel for McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc., as Depositors, Sponsors
and Principal Underwriters (collectively, the "Depositors") of McLaughlin,
Piven, Vogel Family of Trusts, Industrial Trust Series III and Technology Trust
Series III (collectively referred to as the "Trust") in connection with the
issuance by the Trust of units of fractional undivided interest (the "Units") in
the Trust. Pursuant to the Trust Agreements referred to below, the Depositors
have transferred to the Trust certain securities and contracts to purchase
certain securities together with an irrevocable letter of credit to be held by
the Trustee (as defined below) upon the terms and conditions set forth in the
Trust Agreements. (All securities to be acquired by the Trust are collectively
referred to as the "Securities.")
828291.1
<PAGE>
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
October 19, 1999
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreements, each of even date herewith, relating to the Trust
(collectively, the "Trust Agreements") among the Depositors and The Chase
Manhattan Bank, as Trustee (the "Trustee"); (b) the Notification of Registration
on Form N-8A and the Registration Statement on Form N-8B-2, as amended, relating
to the Trust, as filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "1940 Act");
(c) the Registration Statement on Form S-6 (Registration No. 333-88495) filed
with the Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and
all Amendments thereto (said Registration Statement, as amended by said
Amendment(s) being herein called the "Registration Statement"); (d) the proposed
form of final Prospectus (the "Prospectus") relating to the Units, which is
expected to be filed with the Commission this day; (e) certified resolutions of
the Board of Directors of Reich & Tang Distributors, Inc. and of the Board of
Directors of McLaughlin, Piven, Vogel Securities, Inc. authorizing the execution
and delivery by the Depositors of the Trust Agreements and the consummation of
the transactions contemplated thereby; (f) the Certificate of Incorporation of
Reich & Tang Distributors, Inc.; (g) the Certificate of Incorporation, the
Certificates of Amendment of the Certificate of Incorporation and the Bylaws of
McLaughlin, Piven, Vogel Securities, Inc.; and (h) a certificate of an
authorized officer of Reich & Tang Distributors, Inc. with respect to certain
factual matters contained therein.
We have examined the Order of Exemption from certain provisions of
Sections 11(a) and 11(c) of the 1940 Act, filed on behalf of Reich & Tang
Distributors L.P.(the predecessor to Reich & Tang Distributors, Inc.); Equity
Securities Trust (Series 1, Signature Series and Subsequent Series), Mortgage
Securities Trust (CMO Series 1 and Subsequent Series), Municipal Securities
Trust, Series 1 (and Subsequent Series) (including Insured Municipal Securities
Trust, Series 1 (and Subsequent Series and 5th Discount Series and Subsequent
Series)); New York Municipal Trust (Series 1 and Subsequent Series); and A
Corporate Trust (Series 1 and Subsequent Series) granted on October 9, 1996. In
addition, we have examined the Order of Exemption from certain provisions of
Sections 2(a)(32), 2(a)(35), 22(d) and 26(a)(2) of the 1940 Act and Rule 22C-1
thereunder, filed on behalf of Reich & Tang Distributors L.P.; Equity Securities
Trust; Mortgage Securities Trust; Municipal Securities Trust (including Insured
Municipal Securities Trust); New York Municipal Trust; A Corporate Trust; Schwab
Trusts; and all presently outstanding and subsequently issued series of these
trusts and all subsequently issued series of unit investment trusts sponsored by
Reich & Tang Distributors L.P. granted on October 29, 1997.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement and the
828291.1
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
October 19, 1999
Prospectus, as to which you have been
furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject to: (i)
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreements have been duly authorized and entered into by
an authorized officer of each of the Depositors and are a valid and binding
obligation of the Depositors in accordance with their respective terms.
(2) The registration of the Units on the registration books of the
Trust by the Trustee has been duly authorized by the Depositors in accordance
with the provisions of the Trust Agreements and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the Trust Agreements, and will
conform in all material respects to the description thereof contained in the
Prospectus. Upon payment of the consideration for the Units as provided in the
Trust Agreements and the Registration Statement, the Units will be fully paid
and non- assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions." We
authorize you to deliver copies of this opinion to the Trustee and the Trustee
may rely on this opinion as fully and to the same extent as if it had been
addressed to it.
828291.1
<PAGE>
McLaughlin, Piven, Vogel Securities, Inc.
Reich & Tang Distributors, Inc.
October 19, 1999
This opinion is intended solely for the benefit of the addressees and
the Trustee in connection with the issuance of the Units of the Trust and may
not be relied upon in any other manner or by any other person without our
express written consent.
Very truly yours,
Battle Fowler LLP
828291.1
