FILE NO: 333-39578
CIK #1104586
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
AMENDMENT NO. 3 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: VAN KAMPEN FOCUS PORTFOLIOS, SERIES 237
B. Name of Depositor: VAN KAMPEN FUNDS INC.
C. Complete address of Depositor's principal executive offices:
One Parkview Plaza
Oakbrook Terrace Illinois 60181
D. Name and complete address of agents for service:
CHAPMAN AND CUTLER VAN KAMPEN FUNDS INC.
Attention: Mark J. Kneedy Attention: A. Thomas Smith III, General Counsel
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181
E. Title of securities being registered: Units of undivided fractional
beneficial interests
F. Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
The information in this prospectus is not complete and may be changed.
No one may sell Units of the Trust until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell Units and is not soliciting an offer to buy Units in any state
where the offer or sale is not permitted.
Preliminary Prospectus Dated November 7, 2000
Subject to Completion
Van Kampen
Focus Portfolios(SM)
A Division of Van Kampen Funds Inc.
Birinyi Equity Select Trust, Series 2
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Van Kampen Focus Portfolios, Series 237 includes the unit investment trust
described above (the "Trust"). The Trust seeks capital appreciation by investing
in a portfolio of stocks selected by Laszlo Birinyi of Birinyi Associates, Inc.
Of course, we cannot guarantee that the Trust will achieve its objective.
March ___ , 2001
You should read this prospectus and retain it for future reference.
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The Securities and Exchange Commission has not approved or disapproved
of the Units or passed upon the adequacy or accuracy of this prospectus.
Any contrary representation is a criminal offense.
Summary of Essential Financial Information
March ___ , 2001
Public Offering Price
Aggregate value of Securities per Unit (1) $ 9.900
Sales charge 0.295
Less deferred sales charge 0.195
Public offering price per Unit (2) $ 10.000
Trust Information
Initial number of Units (3)
Aggregate value of Securities (1) $
Estimated initial distribution per Unit (4) $
Estimated annual dividends per Unit (4) $
Redemption price per Unit (5) $ 9.705
General Information
Initial Date of Deposit March ___ , 2001
Mandatory Termination Date _________ , 2002
Record Date _____ 10, 2001
Distribution Date _____ 25, 2001
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(1)Each Security is valued at the most recent closing sale price as of the
close of the New York Stock Exchange on the business day before the Initial
Date of Deposit.
(2)You will bear all or a portion of the expenses incurred in organizing and
offering your Trust. The public offering price includes the estimated amount
of these costs. These costs include the cost of preparation and printing of
the trust agreement, registration statement and other documents relating to
the Trust, federal and state registration fees and costs, fees of the
Portfolio Consultant, initial fees and expenses of the Trustee, and legal and
auditing expenses. The Trustee will deduct these expenses from your Trust at
the end of the initial offering period (approximately one month). The
estimated amount is described on the next page. The public offering price
will also include any accumulated dividends or cash in the Income or Capital
Accounts.
(3)As of the close of the New York Stock Exchange on the Initial Date of
Deposit, the number of Units may be adjusted so that the public offering
price per Unit equals $10. The number of Units and fractional interest of
each Unit will increase or decrease to the extent of any adjustment.
(4)This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".
(5)The redemption price is reduced by any remaining deferred sales charge. The
redemption price includes the estimated organizational and offering costs.
The redemption price will not include these costs after the initial offering
period. See "Rights of Unitholders--Redemption of Units".
Fee Table
Transaction Fees (as % of offering price)
Initial sales charge (1)............................... 1.00%
Deferred sales charge (2).............................. 1.95%
----------
Maximum sales charge................................... 2.95%
==========
Maximum sales charge on reinvested dividends........... 0.00%
==========
Estimated Organizational Costs per Unit (3)............ $
==========
Estimated Annual Expenses per Unit
Trustee's fee and operating expenses................... $
Supervisory and evaluation fees........................ $ 0.00500
----------
Estimated annual expenses per Unit..................... $
==========
Estimated Costs Over Time
One year............................................... $
Three years............................................ $
Five years............................................. $
Ten years.............................................. $
This fee table is intended to assist you in understanding the costs that you
will bear and to present a comparison of fees. The "Estimated Costs Over Time"
example illustrates the expenses you would pay on a $1,000 investment assuming a
5% annual return and redemption at the end of each period. This example assumes
that you reinvest your distributions at the end of each year. The example
assumes that you reinvest your investment into a new trust at the end of each
year. Of course, you should not consider this example a representation of actual
past or future expenses or annual rate of return which may differ from those
assumed for this example. The sales charge and expenses are described under
"Public Offering" and "Trust Operating Expenses".
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(1)The initial sales charge is equal to the difference between the maximum sales
charge and the deferred sales charge.
(2)The deferred sales charge is actually equal to $0.195 per Unit. This amount
will exceed the percentage above if the public offering price per Unit falls
below $10 and will be less than the percentage above if the public offering
price per Unit exceeds $10. The deferred sales charge accrues daily from
__________ 10, 2001 through __________ 9, 2001. Your Trust pays a
proportionate amount of this charge on the 10th day of each month beginning
in the accrual period until paid in full.
(3)You will bear all or a portion of the expenses incurred in organizing and
offering your Trust. The Trustee will deduct the actual amount of these
expenses from your Trust at the end of the initial offering period.
Birinyi Equity Select Trust
The Trust seeks to provide capital appreciation through an investment in a
portfolio of stocks selected by Laszlo Birinyi, Jr. of Birinyi Associates, Inc.
(the "Portfolio Consultant"). Mr Birinyi has over 20 years of financial
experience on Wall Street. Over those years, he has refined a technique of stock
analysis that many believe ranks him in the top tier of money managers across
the country.
Mr. Birinyi and Birinyi Associates, Inc. select stocks using a process based
on money flow analysis of individual stock trades. Equity money flow, or the
dollar amount of money that is being accumulated in or distributed out of a
stock, may be the oldest form of market analysis but the least understood. Money
flows are the market's mechanism for advising investors that it is discounting
some future, significant event. By contrast, the stock's price simply provides a
snapshot in time.
Early investors, rather than focusing on the economy's behavior or an
industry's trends, studied the stock market by looking at each and every trade
through the ticker tape. This helped them to spot market trends. However, with
longer trading hours and greater volumes traded, this method of stock analysis
is virtually impossible using traditional methods. Using technology, ticker tape
reading is now more easily accomplished because computers can track every trade.
This enables money managers to more accurately calculate money flow, which,
simply put, is the movement of cash in and out of stocks. Utilizing this
concept, Laszlo Birinyi monitors the interday movement of stocks to determine
positive and negative money flow in order to locate future trends.
Mr. Birinyi believes that money flow is important because he believes that it
can be an indicator of a stock's future price. Monitoring the direction of money
flow is key to determining prospective trends. This indicator can confirm the
strength or weakness of a price trend. By watching the money flow line, a top or
bottom of a stock may be uncovered. A top may be discovered when the line is
declining while the stock price is still rising; indicating institutional-sized
investors are selling the stock. Conversely, the money flow line rising in the
face of a declining price trend could indicate a bottom may be at hand and that
institutional-sized investors are buying a stock.
Utilizing the latest in computer technology and over 20 years of Wall Street
experience, Laszlo Birinyi has developed criteria that seeks to enable the
analysis of divergence of money flow and a stock's price. This ranking criterion
is then applied to a universe of stocks for selection in the portfolio. The
ranking criterion is a system of categories - 1 through 5. Each stock is given a
number based on its performance in the market.
1--Stocks that have shown continuous selling and rallies in prices show an
opportunity for more selling.
2--Stocks that have shown appreciation but without buying.
3--Stocks that have shown coincident money flow and prices.
4--Stocks that have shown buying that is not as strong and continuous but
still evident.
5--Stocks that have shown ongoing, persistent accumulation.
The consistent movement of price and money flow, or flows that simply "track
the price," does not reveal much of interest. Rather, those stocks with flows
that diverge from prices provide information that is more useful. The ranking
system designed by Laszlo Birinyi designates a `5' being the best and a `1' the
worst. Issues coded `5' show consistent positive money flow through all sorts of
price vagaries. Stocks with buying that is not as continuous and forceful but
still dominant are rated a `4.' "Hold" stocks, which would generally track the
market, are given a `3' ranking. Stocks ranked `2' have experienced price
appreciation without buying - a rally that is unlikely to persist. Stocks ranked
`1' show continuous selling, especially when the price rises.
Birinyi Associates, Inc. is a research and money management firm that focuses
exclusively on high net worth and institutional investors. Mr. Birinyi founded
the company in 1989 and serves as its president. Since September 1998, Mr.
Birinyi has also been the global trading strategist for, and consultant to,
Deutsche Bank Securities, Inc. Mr. Birinyi is also a frequent panelist on Wall
$treet Week With Louis Rukeyser as well as a columnist for the Stock Trends
column of Forbes magazine. His market observations can be found featured in the
Wall Street Journal and on popular television shows on CNN, CNBC and Bloomberg
TV. Laszlo Birinyi received his undergraduate degree from the University of
North Carolina and his MBA from New York University. His most recent position
was Director of Equity Market Analysis for Salomon Brothers, Inc.
As with any investment, no one can guarantee that the Trust will achieve its
objective. The value of your Units may fall below the price you paid for the
Units. You should read the "Risk Factors" section before you invest.
Opinions and forecasts expressed by Laszlo Birinyi or Birinyi Associates,
Inc. are not necessarily those of the Sponsor, and may not actually come to
pass. BirinyiSM and Laszlo BirinyiSM are the property of Laszlo Birinyi and
Birinyi Associates, Inc., who are not affiliated with the Sponsor. Birinyi
Associates, Inc. is being compensated for portfolio consulting services,
including selection of the stocks for the Trust.
<TABLE>
<CAPTION>
Portfolio
Current Cost of
Number Market Value Dividend Securities to
of Shares Name of Issuer (1) per Share (2) Yield (3) Trust (2)
------------ ----------------------------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
$ % $
------------ ------------
$
============ ============
</TABLE>
See "Notes to Portfolio".
Notes to Portfolio
(1) The Securities are initially represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited with
the Trustee. Contracts to acquire Securities were entered into on March ____ ,
2001 and have a settlement date of March ____ , 2001 (see "The Trust").
(2) The market value of each Security is based on the most recent closing
sale price as of the close of the New York Stock Exchange on the business day
before the Initial Date of Deposit. Other information regarding the Securities,
as of the Initial Date of Deposit, is as follows:
Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- -------------
$ $
(3) Current Dividend Yield for each Security is based on the estimated
annual dividends per share and the Security's market value as of the close of
trading of the New York Stock Exchange on the business day prior to the Initial
Date of Deposit. Estimated annual dividends per share are calculated by
annualizing the most recently declared dividends or by adding the most recent
interim and final dividends declared and reflect any foreign withholding taxes.
The Securities. A brief description of each of the issuers of the Securities
is listed below.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen Funds Inc. and the Unitholders of Van
Kampen Focus Portfolios, Series 237:
We have audited the accompanying statement of condition and the related
portfolio of Van Kampen Focus Portfolios, Series 237 as of March ____ , 2001.
The statement of condition and portfolio are the responsibility of the Sponsor.
Our responsibility is to express an opinion on such financial statements based
on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 of an irrevocable letter of
credit deposited to purchase securities by correspondence with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. We believe our audit provides 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 Van Kampen Focus Portfolios,
Series 237 as of March ____ , 2001, in conformity with accounting principles
generally accepted in the United States of America.
GRANT THORNTON LLP
Chicago, Illinois
March ____ , 2001
STATEMENT OF CONDITION
As of March ____ , 2001
INVESTMENT IN SECURITIES
Contracts to purchase Securities (1)............... $
-------------
Total..................................... $
=============
LIABILITY AND INTEREST OF UNITHOLDERS
Liability--
Organizational costs (2)...................... $
Deferred sales charge liability (3)...........
Interest of Unitholders--
Cost to investors (4).........................
Less: Gross underwriting commission
and organizational costs (2)(4)(5)......
-------------
Net interest to Unitholders (4)....................
-------------
Total.............................................. $
=============
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(1)The value of the Securities is determined by Interactive Data Corporation on
the bases set forth under "Public Offering--Offering Price". The contracts to
purchase Securities are collateralized by an irrevocable letter of credit
which has been deposited with the Trustee.
(2)A portion of the public offering price represents an amount sufficient to pay
for all or a portion of the costs incurred in establishing the Trust. The
amount of these costs are set forth in the "Fee Table". A distribution will
be made as of the close of the initial offering period to an account
maintained by the Trustee from which this obligation of the investors will be
satisfied.
(3)Represents the amount of mandatory distributions from the Trust on the bases
set forth under "Public Offering".
(4)The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering--Offering Price".
(5)Assumes the maximum sales charge.
THE TRUST
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The Trust was created under the laws of the State of New York pursuant to a
Trust Indenture and Trust Agreement (the "Trust Agreement"), dated the date of
this Prospectus (the "Initial Date of Deposit"), among Van Kampen Funds Inc., as
Sponsor, Van Kampen Investment Advisory Corp., as Supervisor, The Bank of New
York, as Trustee, and American Portfolio Evaluation Services, a division of Van
Kampen Investment Advisory Corp., as Evaluator.
The Trust offers investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities. The
Trust may be an appropriate medium for investors who desire to participate in a
portfolio of common stocks with greater diversification than they might be able
to acquire individually.
On the Initial Date of Deposit, the Sponsor deposited delivery statements
relating to contracts for the purchase of the Securities and an irrevocable
letter of credit in the amount required for these purchases with the Trustee. In
exchange for these contracts the Trustee delivered to the Sponsor documentation
evidencing the ownership of Units of the Trust. Unless otherwise terminated as
provided in the Trust Agreement, the Trust will terminate on the Mandatory
Termination Date and any remaining Securities will be liquidated or distributed
by the Trustee within a reasonable time. As used in this Prospectus the term
"Securities" means the securities (including contracts to purchase these
securities) listed in "Portfolio" and any additional securities deposited into
the Trust.
Additional Units of the Trust may be issued at any time by depositing in the
Trust (i) additional Securities, (ii) contracts to purchase Securities together
with cash or irrevocable letters of credit or (iii) cash (or a letter of credit)
with instructions to purchase additional Securities. As additional Units are
issued by the Trust, the aggregate value of the Securities will be increased and
the fractional undivided interest represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits into the Trust following
the Initial Date of Deposit provided that the additional deposits will be in
amounts which will maintain, as nearly as practicable, the same percentage
relationship among the number of shares of each Security in the Trust that
existed immediately prior to the subsequent deposit. Investors may experience a
dilution of their investments and a reduction in their anticipated income
because of fluctuations in the prices of the Securities between the time of the
deposit and the purchase of the Securities and because the Trust will pay the
associated brokerage or acquisition fees.
Each Unit of the Trust initially offered represents an undivided interest in
the Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in the Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor, or until the termination of the Trust Agreement.
The Trust consists of (a) the Securities (including contracts for the
purchase thereof) listed under "Portfolio" as may continue to be held from time
to time in the Trust, (b) any additional Securities acquired and held by the
Trust pursuant to the provisions of the Trust Agreement and (c) any cash held in
the related Income and Capital Accounts. Neither the Sponsor nor the Trustee
shall be liable in any way for any failure in any of the Securities.
OBJECTIVES AND SECURITIES SELECTION
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The objective of the Trust is to provide capital appreciation by investing in
a portfolio of stocks selected by Laszlo Birinyi of Birinyi Associates, Inc.
There is no assurance that the Trust will achieve its objective.
The Portfolio Consultant is not an affiliate of the Sponsor. The Sponsor did
not select the Securities for the Trust. The Portfolio Consultant may use the
list of Securities in its independent capacity as an investment adviser and
distributes this information to various individuals and entities. The Portfolio
Consultant may recommend or effect transactions in the Securities. This may have
an adverse effect on the prices of the Securities. This also may have an impact
on the price the Trust pays for the Securities and the price received upon Unit
redemptions or Trust termination. The Portfolio Consultant acts as agent or
principal in connection with the purchase and sale of equity securities,
including the Securities, and may act as a market maker in the Securities. The
Portfolio Consultant also issues reports and makes recommendations on the
Securities. The Portfolio Consultant's research department may receive
compensation based on commissions generated by research and/or sales of Units.
Neither the Portfolio Consultant nor the Sponsor manage the Trust. You should
note that the Portfolio Consultant applied the selection criteria to the
Securities for inclusion in the Trust prior to the Initial Date of Deposit.
After this time, the Securities may no longer meet the selection criteria.
Should a Security no longer meet the selection criteria, we will generally not
remove the Security from the Trust.
RISK FACTORS
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Price Volatility. The Trust invests in common stocks. The value of Units will
fluctuate with the value of these stocks and may be more or less than the price
you originally paid for your Units. The market value of common stocks sometimes
moves up or down rapidly and unpredictably. Stocks of Internet companies tend to
experience above-average price volatility and volume fluctuations that can be
unrelated to a company's operating performance. Because the Trust is unmanaged,
the Trustee will not sell stocks in response to market fluctuations as is common
in managed investments. In addition, because the Trust holds a relatively small
number of stocks, you may encounter greater market risk than in a more
diversified investment. As with any investment, we cannot guarantee that the
performance of the Trust will be positive over any period of time. This
investment is not suitable for investors seeking income or capital preservation.
In addition, the Sponsor and its affiliates, through separate trading, lending,
investment banking or other business activities, may adversely impact the price
of the underlying securities.
Strategy Risk. Mr. Birinyi's stock selection strategy may not be successful
in identifying stocks that appreciate in value. The Trust may not achieve its
objective if this happens.
Dividends. Common stocks represent ownership interests in the issuers and are
not obligations of the issuers. Accordingly, common stockholders have a right to
receive dividends only after the company has provided for payment of its
creditors, bondholders and preferred stockholders. Common stocks do not assure
dividend payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.
Consumer Product Industry. Your Trust invests significantly in companies that
manufacture or sell various consumer products. General risks of these companies
include the general state of the economy, intense competition and consumer
spending trends. A decline in the economy which results in a reduction of
consumers' disposable income can negatively impact spending habits.
Competitiveness in the retail industry will require large capital outlays for
the installation of automated checkout equipment to control inventory, track the
sale of items and gauge the success of sales campaigns. Retailers who sell their
products over the Internet have the potential to access more consumers, but will
require sophisticated technology to remain competitive.
No FDIC Guarantee. An investment in your Trust is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
PUBLIC OFFERING
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General. Units are offered at the public offering price which includes the
underlying value of the Securities, the initial sales charge, and cash, if any,
in the Income and Capital Accounts. The "Fee Table" describes the sales charge
in detail. If any deferred sales charge payment date is not a business day, we
will charge the payment on the next business day. If you purchase Units after
the initial deferred sales charge payment, you will only pay that portion of the
payments not yet collected. A portion of the public offering price includes an
amount of Securities to pay for all or a portion of the costs incurred in
establishing your Trust, including the cost of preparing documents relating to
the Trust (such as the prospectus, trust agreement and closing documents,
federal and state registration fees, fees of the Portfolio Consultant, the
initial fees and expenses of the Trustee and legal and audit expenses). The
initial offering period sales charge is reduced as follows:
Transaction
Amount* Sales Charge
--------------- ----------------
Less than $50,000 2.95%
$50,000 - $99,999 2.70
$100,000 - $249,999 2.50
$250,000 - $499,999 2.25
$500,000 - $999,999 2.00
$1,000,000 or more 1.50
---------------
*The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.
Any sales charge reduction is the responsibility of the selling broker,
dealer or agent. The reduced sales charge structure will also apply on all
purchases by the same person from any one dealer of units of Van
Kampen-sponsored unit investment trusts which are being offered in the initial
offering period (a) on any one day (the "Initial Purchase Date") or (b) on any
day subsequent to the Initial Purchase Date if the units purchased are of a unit
investment trust purchased on the Initial Purchase Date. In the event units of
more than one trust are purchased on the Initial Purchase Date, the aggregate
dollar amount of such purchases will be used to determine whether purchasers are
eligible for a reduced sales charge. Such aggregate dollar amount will be
divided by the public offering price per unit of each respective trust purchased
to determine the total number of units which such amount could have purchased of
each individual trust. Purchasers must then consult the applicable trust's
prospectus to determine whether the total number of units which could have been
purchased of a specific trust would have qualified for a reduced sales charge
and the amount of such reduction. To determine the applicable sales charge
reduction it is necessary to accumulate all purchases made on the Initial
Purchase Date and all purchases made in accordance with (b) above. Units
purchased in the name of the spouse of a purchaser or in the name of a child of
such purchaser ("immediate family members") will be deemed to be additional
purchases by the purchaser for the purposes of calculating the applicable sales
charge. The reduced sales charges will also be applicable to a trustee or other
fiduciary purchasing securities for one or more trust estate or fiduciary
accounts. If you purchase Units on more than one day to achieve the discounts
described in this paragraph, the discount allowed on any single day will apply
only to Units purchased on that day (a retroactive discount is not given on all
prior purchases).
A portion of the sales charge is waived for certain accounts described in
this paragraph. Purchases by these accounts are subject only to the portion of
the deferred sales charge that is retained by the Sponsor. Please refer to the
section called "Wrap Fee and Advisory Accounts" for additional information on
these purchases. Units may be purchased in the primary or secondary market at
the public offering price less the concession the Sponsor typically allows to
brokers and dealers for purchases by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for brokerage
services, financial planning, investment advisory or asset management service,
or provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an officer,
director or bona fide employee of any firm offering Units for sale to investors
or their immediate family members (as described above) and (4) officers and
directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates. Notwithstanding anything to the
contrary in this Prospectus, such investors, bank trust departments, firm
employees and bank holding company officers and directors who purchase Units
through this program will not receive sales charge reductions for quantity
purchases.
During the initial offering period of the Trust offered in this prospectus,
unitholders of any other Van Kampen-sponsored unit investment trusts may utilize
their redemption or termination proceeds to purchase Units of the Trust offered
in this prospectus at the public offering price per Unit less 1%.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-in-law,
sons-in-law, daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Van Kampen Funds Inc. and its affiliates,
dealers and their affiliates and vendors providing services to the Sponsor may
purchase Units at the public offering price less the applicable dealer
concession.
Your Trust will charge the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that the
sales charge you must pay is less than the applicable deferred sales charge, you
will be credited the difference between your sales charge and the deferred sales
charge at the time you buy your Units. If you elect to have distributions
reinvested into additional Units of your Trust, in addition to the reinvestment
Units you receive you will also be credited additional Units with a dollar value
sufficient to cover the amount of any remaining deferred sales charge to be
collected on such Units at the time of reinvestment. The dollar value of these
Units will fluctuate over time.
The minimum purchase is 100 Units (25 Units for retirement accounts) but may
vary by selling firm. However, in connection with fully disclosed transactions
with the Sponsor, the minimum purchase requirement will be that number of Units
set forth in the contract between the Sponsor and the related broker or agent.
Offering Price. The public offering price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Trust. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
public offering price of Units accordingly. This public offering price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Trust business day. Orders received by the Trustee or Sponsor for purchases,
sales or redemptions after that time, or on a day which is not a business day,
will be held until the next determination of price. The term "business day", as
used herein and under of Unitholders--Redemption of Units", excludes Saturdays,
Sundays and holidays observed by the New York Stock Exchange. The term "business
day" also excludes any day on which more than 33% of the Securities are not
traded on their principal trading exchange due to a customary business holiday
on that exchange.
The aggregate underlying value of the Securities during the initial offering
period is determined on each business day by the Evaluator in the following
manner: If the Securities are listed on a national or foreign securities
exchange or the Nasdaq Stock Market, Inc., this evaluation is generally based on
the closing sale prices on that exchange or market (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if there is no
closing sale price on that exchange or market, at the closing asked prices. If
the Securities are not listed on a national or foreign securities exchange or
the Nasdaq Stock Market, Inc. or, if so listed and the principal market therefor
is other than on the exchange or market, the evaluation shall generally be based
on the current asked price on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
current asked prices are unavailable, the evaluation is generally determined (a)
on the basis of current asked prices for comparable securities, (b) by
appraising the value of the Securities on the asked side of the market or (c) by
any combination of the above. The value of any foreign securities is based on
the applicable currency exchange rate as of the Evaluation Time. The value of
the Securities for purposes of secondary market transactions and redemptions is
described under "Rights of Unitholders--Redemption of Units".
In offering the Units to the public, neither the Sponsor nor any
broker-dealers are recommending any of the individual Securities but rather the
entire pool of Securities in the Trust, taken as a whole, which are represented
by the Units.
Unit Distribution. Units will be distributed to the public by the Sponsor,
broker-dealers and others at the public offering price. Units repurchased in the
secondary market, if any, may be offered by this Prospectus at the secondary
market public offering price in the manner described above.
The Sponsor intends to qualify Units for sale in a number of states. Brokers,
dealers and others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period as
described below.
Transaction
Amount*
---------------
Less than $50,000 2.25%
$50,000 - $99,999 2.00
$100,000 - $249,999 1.75
$250,000 - $499,999 1.50
$500,000 - $999,999 1.25
$1,000,000 or more 0.75
---------------
*The breakpoint concessions or agency commissions are also applied on a Unit
basis using a breakpoint equivalent of $10 per Unit and are applied on whichever
basis is more favorable to the distributor.
In addition to the amounts above, during the initial offering period any firm
that distributes $2,000,000 - $7,499,999 of Units of will receive additional
compensation of 0.10% per Unit; any firm that distributes $7,500,000 -
$14,999,999 of Units will receive additional compensation of 0.15% per Unit; and
any firm that distributes $15,000,000 of Units or more will receive additional
compensation of 0.20% per Unit. This additional compensation will be paid by the
Sponsor out of its own assets at the end of the initial offering period.
Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other Van Kampen unit investment trusts who use their redemption or
termination proceeds to purchase Units of the Trust, the total concession or
agency commission will amount to 1.30% per Unit. For all secondary market
transactions the total concession or agency commission will amount to 70% of the
sales charge. Notwithstanding anything to the contrary herein, in no case shall
the total of any concessions, agency commissions and any additional compensation
allowed or paid to any broker, dealer or other distributor of Units with respect
to any individual transaction exceed the total sales charge applicable to such
transaction. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concession or
agency commission to dealers and others up to the entire amount of the sales
charge.
Broker-dealers, banks and/or others may be eligible to participate in a
program in which such firms receive from the Sponsor a nominal award for each of
their representatives who have sold a minimum number of units of unit investment
trusts created by the Sponsor during a specified time period. In addition, at
various times the Sponsor may implement other programs under which the sales
forces of brokers, dealers, banks and/or others may be eligible to win other
nominal awards for certain sales efforts, or under which the Sponsor will
reallow to such brokers, dealers, banks and/or others that sponsor sales
contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units. Such
payments are made by the Sponsor out of its own assets, and not out of the
assets of any Trust. These programs will not change the price Unitholders pay
for their Units or the amount that the Trust will receive from the Units sold.
Sponsor and Other Compensation. The Sponsor will receive a gross sales
commission equal to the total sales charge applicable to each transaction. Any
sales charge discount provided to investors will be borne by the selling dealer
or agent. In addition, the Sponsor will realize a profit or loss as a result of
the difference between the price paid for the Securities by the Sponsor and the
cost of the Securities to the Trust on the Initial Date of Deposit as well as on
subsequent deposits. See "Notes to Portfolio". The Sponsor has not participated
as sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities. The Sponsor may
realize profit or loss as a result of the possible fluctuations in the market
value of the Securities, since all proceeds received from purchasers of Units
are retained by the Sponsor. In maintaining a secondary market, the Sponsor will
realize profits or losses in the amount of any difference between the price at
which Units are purchased and the price at which Units are resold (which price
includes the applicable sales charge) or from a redemption of repurchased Units
at a price above or below the purchase price. Cash, if any, made available to
the Sponsor prior to the date of settlement for the purchase of Units may be
used in the Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934.
The Sponsor or an affiliate may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.
Purchases and sales of Securities by your Trust may impact the value of the
Securities. This may especially be the case during the initial offering of
Units, upon Trust termination and in the course of satisfying large Unit
redemptions. Any publication of a list of Securities, or a list of anticipated
Securities, to be included in the Trust may also cause increased buying activity
in certain Securities. Once this information becomes public, investors may
purchase individual Securities appearing in such a publication and may do so
during or prior to the initial offering of Units. It is possible that these
investors could include investment advisory and brokerage firms of the Sponsor
or its affiliates or firms that are distributing Units. This activity may cause
your Trust to purchase stocks at a higher price than those buyers who effect
purchases prior to purchases by your Trust.
Market for Units. Although it is not obligated to do so, the Sponsor
currently intends to maintain a market for Units and to purchase Units at the
secondary market repurchase price (which is described under "Right of
Unitholders--Redemption of Units"). The Sponsor may discontinue purchases of
Units or discontinue purchases at this price at any time. In the event that a
secondary market is not maintained, a Unitholder will be able to dispose of
Units by tendering them to the Trustee for redemption at the Redemption Price.
See "Rights of Unitholders--Redemption of Units". Unitholders should contact
their broker to determine the best price for Units in the secondary market.
Units sold prior to the time the entire deferred sales charge has been collected
will be assessed the amount of any remaining deferred sales charge at the time
of sale. The Trustee will notify the Sponsor of any tendered of Units for
redemption. If the Sponsor's bid in the secondary market equals or exceeds the
Redemption Price per Unit, it may purchase the Units not later than the day on
which Units would have been redeemed by the Trustee. The Sponsor may sell
repurchased Units at the secondary market Public Offering Price per Unit.
RETIREMENT ACCOUNTS
--------------------------------------------------------------------------------
Units are available for purchase in connection with certain types of
tax-sheltered retirement plans, including Individual Retirement Accounts for the
individuals, Simplified Employee Pension Plans for employees, qualified plans
for self-employed individuals, and qualified corporate pension and profit
sharing plans for employees. The minimum purchase for these accounts is reduced
to 25 Units but may vary by selling firm. The purchase of Units may be limited
by the plans' provisions and does not itself establish such plans.
WRAP FEE AND ADVISORY ACCOUNTS
--------------------------------------------------------------------------------
Units may be available for purchase by investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for brokerage
services, financial planning, investment advisory or asset management service,
or provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed. You should
consult your financial professional to determine whether you can benefit from
these accounts. For these purchases you generally pay the portion of the sales
charge that is retained by your Trust's Sponsor, Van Kampen Funds Inc. For
example, this table illustrates the transaction fees you will pay as a
percentage of the public offering price per Unit.
Fee paid on purchase 0.00%
Deferred sponsor retention 0.70
---------
Total 0.70%
=========
You should consult the "Public Offering--General" section for specific
information on this and other sales charge discounts. That section governs the
calculation of all sales charge discounts.
RIGHTS OF UNITHOLDERS
--------------------------------------------------------------------------------
Distributions. Dividends and any net proceeds from the sale of Securities
received by the Trust will generally be distributed to Unitholders on each
Distribution Date to Unitholders of record on the preceding Record Date. These
dates are listed under "Summary of Essential Financial Information". A person
becomes a Unitholder of record on the date of settlement (generally three
business days after Units are ordered). Unitholders may elect to receive
distributions in cash or to have distributions reinvested into additional Units.
Distributions may also be reinvested into Van Kampen mutual funds. See "Rights
of Unitholders--Reinvestment Option".
Dividends received by the Trust are credited to the Income Account of the
Trust. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units or
pay deferred sales charges, fees or expenses, will be distributed to
Unitholders. Proceeds received from the disposition of any Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date. Any
distribution to Unitholders consists of each Unitholder's pro rate share of the
available cash in the Income and Capital Accounts as of the related Record Date.
Reinvestment Option. Unitholders may have distributions automatically
reinvested in additional Units without a sales charge under the Automatic
Reinvestment Option (to the extent Units may be lawfully offered for sale in the
state in which the Unitholder resides) through two options, if available.
Brokers and dealers can use the Dividend Reinvestment Service through Depository
Trust Company or purchase the Automatic Reinvestment Option CUSIP, if available.
To participate in this reinvestment option, a Unitholder must file with the
Trustee a written notice of election, together with any certificate representing
Units and other documentation that the Trustee may then require, at least five
days prior to the related Record Date. A Unitholder's election will apply to all
Units owned by the Unitholder and will remain in effect until changed by the
Unitholder. If Units are unavailable for reinvestment, distributions will be
paid in cash. Purchases of additional Units made pursuant to the reinvestment
plan will be made at the net asset value for Units as of the Evaluation Time on
the Distribution Date.
In addition, under the Guaranteed Reinvestment Option Unitholders may elect
to have distributions automatically reinvested in certain Van Kampen mutual
funds (the "Reinvestment Funds"). Each Reinvestment Fund has investment
objectives which differ from those of the Trust. The prospectus relating to each
Reinvestment Fund describes its investment policies and how to begin
reinvestment. A Unitholder may obtain a prospectus for the Reinvestment Funds
from the Sponsor. Purchases of shares of a Reinvestment Fund will be made at a
net asset value computed on the Distribution Date. Unitholders with an existing
Guaranteed Reinvestment Option account (whereby a sales charge is imposed on
distribution reinvestments) may transfer their existing account into a new
account which allows purchases of Reinvestment Fund shares at net asset value.
A participant may elect to terminate his or her reinvestment plan and receive
future distributions in cash by notifying the Trustee in writing no later than
five days before a distribution date. The Sponsor, each Reinvestment Fund, and
its investment adviser shall have the right to suspend or terminate these
reinvestment plans at any time.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay Street,
20th Floor, New York, New York 10286. Certificates must be tendered to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed (or by providing satisfactory indemnity in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. On the seventh day following the tender, the
Unitholder will be entitled to receive in cash an amount for each Unit equal to
the Redemption Price per Unit next computed on the date of tender. The "date of
tender" is deemed to be the date on which Units are received by the Trustee,
except that with respect to Units received by the Trustee after the Evaluation
Time or on a day which is not a Trust business day, the date of tender is deemed
to be the next business day.
Unitholders tendering 1,000 or more Units of the Trust for redemption may
request an in kind distribution of Securities equal to the Redemption Price per
Unit on the date of tender. Unitholders may not request an in kind distribution
during the five business days prior to the Trust's termination. Trusts generally
do not offer in kind distributions of securities that are held in foreign
markets. An in kind distribution will 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 Depository Trust Company. Amounts representing
fractional shares will be distributed in cash. The Trustee may adjust the number
of shares of any Security included in a Unitholder's in kind distribution to
facilitate the distribution of whole shares.
The Trustee may sell Securities to satisfy Unit redemptions. To the extent
that Securities are redeemed in kind or sold, the size of the Trust will be, and
the diversity of the Trust may be, reduced. Sales may be required at a time when
Securities would not otherwise be sold and may result in lower prices than might
otherwise be realized. The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Securities
at the time of redemption. Special federal income tax consequences will result
if a Unitholder requests an in kind distribution. See "Taxation".
The Redemption Price per Unit and the secondary market repurchase price per
Unit are equal to the pro rata share of each Unit in the Trust determined on the
basis of (i) the cash on hand in the Trust, (ii) the value of the Securities in
the Trust and (iii) dividends receivable on the Securities in the Trust trading
ex-dividend as of the date of computation, less (a) amounts representing taxes
or other governmental charges payable out of the Trust, (b) the accrued expenses
of the Trust and (c) any unpaid deferred sales charge payments. During the
initial offering period, the redemption price and the secondary market
repurchase price will include estimated organizational and offering costs. For
these purposes, the Evaluator may determine the value of the Securities in the
following manner: If the Securities are listed on a national or foreign
securities exchange or the Nasdaq Stock Market, Inc., this evaluation is
generally based on the closing sale prices on that exchange or market (unless it
is determined that these prices are inappropriate as a basis for valuation) or,
if there is no closing sale price on that exchange or market, at the closing bid
prices. If the Securities are not so listed or, if so listed and the principal
market therefor is other than on the exchange or market, the evaluation may be
based on the current bid price on the over-the-counter market. If current bid
prices are unavailable or inappropriate, the evaluation may be determined (a) on
the basis of current bid prices for comparable securities, (b) by appraising the
Securities on the bid side of the market or (c) by any combination of the above.
The value of any foreign securities is based on the applicable currency exchange
rate as of the Evaluation Time.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the SEC determines that
trading on that Exchange is restricted or an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for other periods as the SEC may permit.
Certificates. Ownership of Units is evidenced in book entry form unless a
Unitholder makes a written request to the Trustee that ownership be in
certificate form. Units are transferable by making a written request to the
Trustee and, in the case of Units in certificate form, by presentation of the
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign the written
request, and certificate or transfer instrument, exactly as his name appears on
the records of the Trustee and on the face of any certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or a signature guarantee program accepted by the Trustee. In certain
instances the Trustee may require additional documents such as, but not limited
to, trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Fractional certificates
will not be issued. The Trustee may require a Unitholder to pay a reasonable fee
for each certificate reissued or transferred and to pay any governmental charge
that may be imposed in connection with each transfer or interchange. Destroyed,
stolen, mutilated or lost certificates will be replaced upon delivery to the
Trustee of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
Reports Provided. Unitholders will receive a statement of dividends and other
amounts received by the Trust for each distribution. Within a reasonable time
after the end of each year, each person who was a Unitholder during that year
will receive a statement describing dividends and capital received, actual
distributions, expenses, a list of the Securities and other information.
Unitholders may obtain the Evaluator's evaluations of the Securities upon
request.
TRUST ADMINISTRATION
--------------------------------------------------------------------------------
Trust Administration. The Trust is not a managed fund and, except as provided
in the Trust Agreement, Securities generally will not be sold or replaced. The
Sponsor may, however, direct that Securities be sold in certain limited
circumstances to protect the Trust based on advice from the Supervisor. These
situations may include events such as the issuer having defaulted on payment of
any of its outstanding obligations or the price of a Security has declined to
such an extent or other credit factors exist so that in the opinion of the
Sponsor retention of the Security would be detrimental to the Trust. If a public
tender offer has been made for a Security or a merger or acquisition has been
announced affecting a Security, the Trustee may either sell the Security or
accept a tender offer for cash if the Supervisor determines that the sale or
tender is in the best interest of Unitholders. The Trustee will distribute any
cash proceeds to Unitholders. In addition, the Trustee may sell Securities to
redeem Units or pay Trust expenses or deferred sales charges. The Trustee must
reject any offer for securities or property other than cash in exchange for the
Securities. If securities or property are nonetheless acquired by the Trust, the
Sponsor may direct the Trustee to sell the securities or property and distribute
the proceeds to Unitholders or to accept the securities or property for deposit
in the Trust. Should any contract for the purchase of any of the Securities
fail, the Sponsor will (unless substantially all of the moneys held in the Trust
to cover the purchase are reinvested in substitute Securities in accordance with
the Trust Agreement) refund the cash and sales charge attributable to the failed
contract to all Unitholders on or before the next distribution date.
When your Trust sells Securities, the composition and diversity of the
Securities in the Trust may be altered. In order to obtain the best price for
the Trust, it may be necessary for the Supervisor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. In
effecting purchases and sales of the Trust's securities, the Sponsor may direct
that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the Trust, the Sponsor or dealers
participating in the offering of Units. In addition, in selecting among firms to
handle a particular transaction, the Sponsor may take into account whether the
firm has sold or is selling units of unit investment trusts which it sponsors.
Amendment of the Trust Agreement. The Trustee and the Sponsor may amend the
Trust Agreement without the consent of Unitholders to correct any provision
which may be defective or to make other provisions that will not adversely
affect Unitholders (as determined in good faith by the Sponsor and the Trustee).
The Trust Agreement may not be amended to increase the number of Units or permit
acquisition of securities in addition to or substitution for the Securities
(except as provided in the Trust Agreement). The Trustee will notify Unitholders
of any amendment.
Termination. The Trust will terminate on the Mandatory Termination Date or
upon the sale or other disposition of the last Security held in the Trust. The
Trust may be terminated at any time with consent of Unitholders representing
two-thirds of the outstanding Units or by the Trustee when the value of the
Trust is less than $500,000 ($3,000,000 if the value of the Trust has exceeded
$15,000,000) (the "Minimum Termination Value"). Unitholders will be notified of
any termination. The Trustee may begin to sell Securities in connection with the
Trust termination nine business days before, and no later than, the Mandatory
Termination Date. Approximately thirty days before this date, the Trustee will
notify Unitholders of the termination and provide a form enabling qualified
Unitholders to elect an in kind distribution of Securities. See "Rights of
Unitholders--Redemption of Units". This form must be returned at least five
business days prior to the Mandatory Termination Date. Unitholders will receive
a final cash distribution within a reasonable time after the Mandatory
Termination Date. All distributions will be net of Trust expenses and costs.
Unitholders will receive a final distribution statement following termination.
The Information Supplement contains further information regarding termination of
the Trust. See "Additional Information".
Limitations on Liabilities. The Sponsor, Evaluator, Supervisor and Trustee
are under no liability for taking any action or for refraining from taking any
action in good faith pursuant to the Trust Agreement, or for errors in judgment,
but shall be liable only for their own willful misfeasance, bad faith or gross
negligence (negligence in the case of the Trustee) in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder. The Trustee is not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on the Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee. The Trustee, Sponsor
and Supervisor may rely on any evaluation furnished by the Evaluator and have no
responsibility for the accuracy thereof. Determinations by the Evaluator shall
be made in good faith upon the basis of the best information available to it.
Sponsor. Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the
Trust. The Sponsor is an indirect subsidiary of Morgan Stanley Dean Witter & Co.
Van Kampen Funds Inc. specializes in the underwriting and distribution of unit
investment trusts and mutual funds with roots in money management dating back to
1926. The Sponsor is a member of the National Association of Securities Dealers,
Inc. and has its principal offices at 1 Parkview Plaza, Oakbrook Terrace, P.O.
Box 5555, Illinois 60181-5555, (630) 684-6000. As of November 30, 2000, the
total stockholders' equity of Van Kampen Funds Inc. was $__________ (audited).
Van Kampen Funds Inc. and your Trust have adopted a code of ethics requiring Van
Kampen's employees who have access to information on Trust transactions to
report personal securities transactions. The purpose of the code is to avoid
potential conflicts of interest and to prevent fraud, deception or misconduct
with respect to your Trust. The Information Supplement contains additional
information about the Sponsor.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trust as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668.
The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law. Additional information
regarding the Trustee is set forth in the Information Supplement, including the
Trustee's qualifications and duties, its ability to resign, the effect of a
merger involving the Trustee and the Sponsor's ability to remove and replace the
Trustee. See "Additional Information".
Performance Information. The Sponsor may from time to time in its advertising
and sales materials compare the then current estimated returns on the Trust and
returns over specified time periods on other similar Van Kampen trusts (which
may show performance net of expenses and charges which the Trust would have
charged) with returns on other taxable investments such as the common stocks
comprising the Dow Jones Industrial Average, the S&P 500, other investment
indices, corporate or U.S. government bonds, bank CDs, money market accounts or
money market funds, or with performance data from Lipper Analytical Services,
Inc., Morningstar Publications, Inc. or various publications, each of which has
characteristics that may differ from those of the Trust. Information on
percentage changes in the dollar value of Units may be included from time to
time in advertisements, sales literature, reports and other information
furnished to current or prospective Unitholders. Total return figures may not be
averaged and may not reflect deduction of the sales charge, which would decrease
return. No provision is made for any income taxes payable. Past performance may
not be indicative of future results. The Trust is not managed and Unit price and
return fluctuate with the value of common stocks in the portfolio, so there may
be a gain or loss when Units are sold. As with other performance data,
performance comparisons should not be considered representative of the Trust's
relative performance for any future period.
TAXATION
--------------------------------------------------------------------------------
General. The following 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 of 1986, as amended (the "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
the Trust.
For purposes of the following discussion and opinions, it is assumed that
each Security is equity for federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of the
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from each Secur ity when such income is considered to be received by the
Trust.
2. A Unitholder will be considered to have received all of the dividends paid
on his or her pro rata portion of each Security when such dividends are
considered to be received by the Trust. Unitholders will be taxed in this manner
regardless of whether distributions from the Trust are actually received by the
Unitholder or are automatically reinvested (see "Rights of a Unitholder --
Reinvestment Option").
3. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent an
in kind distribution of stock is received by such Unitholder from the Trust as
described below). The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Security held by
the Trust (in proportion to the fair market values thereof on the valuation date
closest to the date the Unitholder purchases his Units) in order to determine
his initial tax basis for his pro rata portion of each Security held by the
Trust. Unitholders should consult their own tax advisers with regard to the
calculation of basis. For federal income tax purposes, a Unitholder's pro rata
portion of the dividends, as defined by Section 316 of the Code, paid by a
corporation with respect to a Security held by the Trust is taxable as ordinary
income to the extent of such corporation's current and accumulated "earnings and
profits". A Unitholder's pro rata portion of dividends paid on such Security
which exceed such current and accumulated earnings and profits will first reduce
a Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.
4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers regarding
the recognition of gains and losses for federal income tax purposes. In
particular, a Rollover Unitholder should be aware that a Rollover Unitholder's
loss, if any, incurred in connection with the exchange of Units for units in the
next new series of the Trust (the "New Fund") will generally be disallowed with
respect to the disposition of any Securities pursuant to such exchange to the
extent that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the New
Fund in the manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending 30 days after
such disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders should
consult their tax advisers regarding the recognition of gains and losses for
federal income tax purposes.
Deferred Sales Charge. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Trust is deferred. The income a Unitholder must take into account
for federal income tax purposes is not reduced by amounts deducted to pay the
deferred sales charge. Unitholders should consult their own tax advisors as to
the income tax consequences of the deferred sales charge.
Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such Unitholder's
pro rata portion of dividends received by the Trust (to the extent such
dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such corporation
directly owned the Securities paying such dividends (other than corporate
Unitholders, such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax). 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). Regulations have been
issued which address special rules that must be considered in determining
whether the 46 day holding period requirement is met. Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. Unitholders should consult with their
tax advisers with respect to the limitations on and possible modifications to
the dividends received deduction.
To the extent dividends received by the Trust are attributable to foreign
corporations, a corporation that own Units will not be entitled to the dividends
received deduction with respect to its pro rata share of such dividends, since
the dividends received deduction is generally available only with respect to
dividends paid by domestic corporations.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income. Unitholders may be required to treat some or all of the expenses of a
Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by the
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. The Internal Revenue Service Restructuring and
Reform Act of 1998 (the "1998 Tax Act") provides that for tax-payers other than
corporations, net capital gain (which is defined as net long-term capital gain
over net short-term capital loss for the taxable year) realized from property
(with certain exclusions) is subject to a maximum marginal stated tax rate of
20% (10% in the case of certain taxpayers in the lowest tax bracket). Capital
gain or loss is long-term if the holding period for the asset is more than one
year, and is short-term if the holding period for the asset is one year or less.
The date on which a Unit is acquired (i.e., the "trade date") is excluded for
purposes for determining the holding period of the Unit. Capital gains realized
from assets held for one year or less are taxed at the same rates as ordinary
income.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust including his pro rata
portion of all Securities represented by a Unit.
The Taxpayer Relief Act of 1997 (the "1997 Tax Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts, or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. Unitholders should consult their own
tax advisers with regard to any such constructive sales rules.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Rights of Unitholders--Redemption of
Units," under certain circumstances a Unitholder tendering Units for redemption
may request an in kind distribution of the Securities in the Trust. A Unitholder
may also under certain circumstances request an in kind distribution of the
Securities in the Trust upon the termination of the Trust. See "Rights of
Unitholders--Redemption of Units". The Unitholder requesting an in kind
distribution will be liable for expenses related thereto (the "Distribution
Expenses") and the amount of such in kind distribution will be reduced by the
amount of the Distribution Expenses. See "Rights of Unitholders--Redemption of
Units". As previously discussed, prior to the redemption of Units or the
termination of the Trust, a Unitholder is considered as owning a pro rata
portion of each of the Trust's assets for federal income tax purposes. The
receipt of an in kind distribution will result in a Unitholder receiving whole
shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an in kind distribution
with respect to each Security owned by the Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security held by the Trust, such Unitholder will generally
recognize gain or loss based upon the difference between the amount of cash
received by the Unitholder and his tax basis in such fractional share of a
Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an in
kind distribution will have to analyze the tax consequences with respect to each
Security owned by the Trust. The amount of taxable gain (or loss) recognized
upon such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each Security
owned by the Trust. Unitholders who request an in kind distribution are advised
to consult their tax advisers in this regard.
Rollover Unitholders. As discussed in "Rights of Unitholders--Rollover," a
Unitholder may elect to become a Rollover Unitholder. To the extent a Rollover
Unitholder exchanges his Units for Units of the New Fund in a taxable
transaction, such Unitholder will recognize gains, if any, but generally will
not be entitled to a deduction for any losses recognized upon the disposition of
any Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in the New Fund in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition under the
wash sale provisions contained in Section 1091 of the Code. In the event a loss
is disallowed under the wash sale provisions, special rules contained in Section
1091(d) of the Code apply to determine the Unitholder's tax basis in the
securities acquired. Rollover Unitholders are advised to consult their tax
advisers.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder for
his Units. The cost of the Units is allocated among the Securities held in the
Trust in accordance with the proportion of the fair market values of such
Securities on the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of each
Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary income
as described above.
Other Matters. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the Unitholder
has not been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the gross
income of the foreign corporation for a three-year period ending with the close
of its taxable year preceding payment was effectively connected to the conduct
of a trade or business within the United States. In addition, such earnings may
be exempt from U.S. withholding pursuant to a specific treaty between the United
States and a foreign country. Non-U.S. Unitholders should consult their own tax
advisers regarding the imposition of U.S. withholding on distributions from the
Trust.
It should be noted that payments to the Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the potential
tax consequences relating to the payment of any such withholding taxes by the
Trust. Any dividends withheld as a result thereof will nevertheless be treated
as income to the Unitholders. Because, under the grantor trust rules, an
investor is deemed to have paid directly his share of foreign taxes that have
been paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect to such taxes.
The 1997 Tax Act imposes a required holding period for such credits. Investors
should consult their tax advisers with respect to foreign withholding taxes and
foreign tax credits.
At the termination of the Trust, the Trustee will furnish to each Unitholder
of the Trust a statement containing information relating to the dividends
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security (resulting from redemption or the
sale of any Security), and the fees and expenses paid by the Trust. The Trustee
will also furnish annual information returns to Unitholders and to the Internal
Revenue Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
In the opinion of special counsel for New York tax matters, the Trust is not
an association taxable as a corporation and the income of the Trust will be
treated as the income of the Unitholders under the existing income tax laws of
the State and City of New York.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholders") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
in the Trust that (a) is (i) for United States federal income tax purposes a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of a
United States trade or business. The term also includes certain former citizens
of the United States whose income and gain on the Units will be taxable.
Unitholders should consult their tax advisers regarding potential foreign, state
or local taxation with respect to the Units.
TRUST OPERATING EXPENSES
--------------------------------------------------------------------------------
General. The fees and expenses of the Trust will accrue on a daily basis. The
deferred sales charge, fees and expenses are generally paid out of the Capital
Account of the Trust. When these amounts are paid by or owing to the Trustee,
they are secured by a lien on the Trust. It is expected that Securities will be
sold to pay these amounts which will result in capital gains or losses to
Unitholders. See "Taxation". The Supervisor's, Evaluator's and Trustee's fees
may be increased without approval of the Unitholders by amounts not exceeding
proportionate increases under the category "All Services Less Rent of Shelter"
in the Consumer Price Index or, if this category is not published, in a
comparable category.
Organization Costs. You and the other Unitholders will bear all or a portion
of the organization costs and charges incurred in connection with the
establishment of the Trust. These costs and charges will include the cost of the
preparation, printing and execution of the trust agreement, registration
statement and other documents relating to the Trust, federal and state
registration fees and costs, the initial fees and expenses of the Trustee, the
fee of the Portfolio Consultant, and legal and auditing expenses. The public
offering price of Units includes the estimated amount of these costs. The
Trustee will deduct these expenses from the Trust's assets at the end of the
initial offering period.
Trustee's Fee. For its services the Trustee will receive the fee from the
Trust set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Trust expenses). The Trustee benefits to the extent there are
funds in the Capital and Income Accounts since these Accounts are non-interest
bearing to Unitholders and the amounts earned by the Trustee are retained by the
Trustee. Part of the Trustee's compensation for its services to the Trust is
expected to result from the use of these funds.
Compensation of Sponsor, Supervisor and Evaluator. The Supervisor and
Evaluator, which are affiliates of the Sponsor, will receive the annual fee for
portfolio supervisory and evaluation services set forth in the "Fee Table".
These fees may exceed the actual costs of providing these services to the Trust
but at no time will the total amount received for supervisory and evaluation
services rendered to all Van Kampen unit investment trusts in any calendar year
exceed the aggregate cost of providing these services in that year.
Miscellaneous Expenses. The following additional charges are or may be
incurred by the Trust: (a) normal expenses (including the cost of mailing
reports to Unitholders) incurred in connection with the operation of the Trust,
(b) fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect the Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trust without negligence, bad
faith or wilful misconduct on its part, (g) foreign custodial and transaction
fees, (h) costs associated with liquidating the securities held in the Trust,
(i) any offering costs incurred after the end of the initial offering period and
(j) expenditures incurred in contacting Unitholders upon termination of the
Trust. The Trust will pay a license fee to Birinyi Associates, Inc. for the use
of certain service marks of Birinyi Associates, Inc. The Trust may pay the
expenses of updating its registration statement each year. Unit investment trust
sponsors have historically paid these expenses.
OTHER MATTERS
--------------------------------------------------------------------------------
Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Trustee
and as special counsel for New York tax matters.
Independent Certified Public Accountants. The statement of condition and the
related portfolio included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Trust with the SEC. The Information
Supplement, which has been filed with the SEC, includes more detailed
information concerning the Securities, investment risks and general information
about the Trust. Information about your Trust (including the Information
Supplement) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. You may obtain information about the Public Reference Room by
calling 1-202-942-8090. Reports and other information about your Portfolio are
available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplication fee, by electronic request at the following e-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.
TABLE OF CONTENTS
Title Page
----- ----
Summary of Essential Financial Information.. 2
Fee Table................................... 3
Birinyi Equity Select Trust................. 4
Notes to Portfolio.......................... 7
The Securities.............................. 8
Report of Independent Certified
Public Accountants....................... 9
Statement of Condition ..................... 10
The Trust................................... A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-2
Retirement Accounts......................... A-6
Wrap Fee and Advisory Accounts.............. A-6
Rights of Unitholders....................... A-7
Trust Administration........................ A-9
Taxation.................................... A-11
Trust Operating Expenses.................... A-15
Other Matters............................... A-16
Additional Information...................... A-16
--------------
When Units of the Trust are no longer available this prospectus may be used as a
preliminary prospectus for a future Trust. If this prospectus is used for future
Trust you should note the following:
The information in this prospectus is not complete with respect to future Trust
series and may be changed. No person may sell Units of future Trust until a
registration statement is filed with the Securities and Exchange Commission and
is effective. This prospectus is not an offer to sell Units and is not
soliciting an offer to buy Units in any state where the offer or sale is not
permitted.
EMSPRO237
PROSPECTUS
--------------------------------------------------------------------------------
MARCH ____ , 2001
Van Kampen
Focus Portfolios(SM)
A division of Van Kampen Funds Inc.
Birinyi Equity Select Trust,
Series 2
Van Kampen Funds Inc.
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555
Please retain this prospectus for future reference.
Van Kampen
Information Supplement
Van Kampen Focus Portfolios, Series 237
--------------------------------------------------------------------------------
This Information Supplement provides additional information concerning the
risks and operations of the Trust which is not described in the Prospectus. You
should read this Information Supplement in conjunction with the Prospectus. This
Information Supplement is not a prospectus. It does not include all of the
information that you should consider before investing in the Trust. This
Information Supplement may not be used to offer or sell Units without the
Prospectus. You can obtain copies of the Prospectus by contacting the Sponsor at
1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555 or by
contacting your broker. This Information Supplement is dated as of the date of
the Prospectus. All capitalized terms have been defined in the Prospectus.
Table of Contents
Page
Risk Factors 2
The Trust 3
Sponsor Information 4
Trustee Information 5
Trust Termination 5
RISK FACTORS
Price Volatility. Because your Trust invests in stocks, you should
understand the risks of investing in stocks before purchasing Units. These risks
include the risk that the financial condition of the company or the general
condition of the stock market may worsen and the value of the stocks (and
therefore Units) will fall. Stocks are especially susceptible to general stock
market movements. The value of common stocks often rises or falls rapidly and
unpredictably as market confidence and perceptions of companies change. These
perceptions are based on factors including expectations regarding government
economic policies, inflation, interest rates, economic expansion or contraction,
political climates and economic or banking crises. The value of Units will
fluctuate with the value of the stocks in the Trust and may be more or less than
the price you originally paid for your Units. As with any investment, we cannot
guarantee that the performance of a Trust will be positive over any period of
time. Because the Trust is unmanaged, the Trustee will not sell stocks in
response to market fluctuations as is common in managed investments.
Dividends. Stocks represent ownership interests in a company and are not
obligations of the company. Common stockholders have a right to receive payments
from the company that is subordinate to the rights of creditors, bondholders or
preferred stockholders of the company. This means that common stockholders have
a right to receive dividends only if a company's board of directors declares a
dividend and the company has provided for payment of all of its creditors,
bondholders and preferred stockholders. If a company issues additional debt
securities or preferred stock, the owners of these securities will have a claim
against the company's assets before common stockholders if the company declares
bankruptcy or liquidates its assets even though the common stock was issued
first. As a result, the company may be less willing or able to declare or pay
dividends on its common stock.
Liquidity. Whether or not the stocks in the Trust are listed on a stock
exchange, the stocks may delist from the exchange or principally trade in an
over-the-counter market. As a result, the existence of a liquid trading market
could depend on whether dealers will make a market in the stocks. We cannot
guarantee that dealers will maintain a market or that any market will be liquid.
The value of the stocks could fall if trading markets are limited or absent.
Additional Units. The Sponsor may create additional Units by depositing
into the Trust additional stocks or cash with instructions to purchase
additional stocks. A cash deposit could result in a dilution of your investment
and anticipated income because of fluctuations in the price of the stocks
between the time of the deposit and the purchase of the stocks and because the
Trust will pay brokerage fees.
Voting. Only the Trustee may sell or vote the stocks in the Trust. While
you may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The Trustee
will vote the stocks in the same general proportion as shares held by other
shareholders if the Sponsor fails to provide instructions.
Consumer Product Industry. The Trust invests significantly in issuers that
manufacture or sell consumer products. The profitability of these companies will
be affected by various factors including the general state of the economy and
consumer spending trends. In the past, there have been major changes in the
retail environment due to the declaration of bankruptcy by some of the major
corporations involved in the retail industry, particularly the department store
segment. The continued viability of the retail industry will depend on the
industry's ability to adapt and to compete in changing economic and social
conditions, to attract and retain capable management, and to finance expansion.
Weakness in the banking or real estate industry, a recessionary economic climate
with the consequent slowdown in employment growth, less favorable trends in
unemployment or a marked deceleration in real disposable personal income growth
could result in significant pressure on both consumer wealth and consumer
confidence, adversely affecting consumer spending habits. In addition,
competitiveness of the retail industry will require large capital outlays for
investment in the installation of automated checkout equipment to control
inventory, to track the sale of individual items and to gauge the success of
sales campaigns. Increasing employee and retiree benefit costs may also have an
adverse effect on the industry. In many sectors of the retail industry,
competition may be fierce due to market saturation, converging consumer tastes
and other factors. Because of these factors and the recent increase in trade
opportunities with other countries, American retailers are now entering global
markets which entail added risks such as sudden weakening of foreign economies,
difficulty in adapting to local conditions and constraints and added research
costs.
THE TRUST
The Trust seeks capital appreciation by investing in a fixed portfolio of
stocks selected by Laszlo Birinyi of Birinyi Associates, Inc. (the "Portfolio
Consultant"). Mr. Birinyi is president of Birinyi Associates, Inc. and founded
the company in 1989.
The basis for the money flows concept has its origins in the early part of
the 20th century. More specifically its origins have been highlighted in the
book Reminiscences of a Stock Operator, a book that is believed to be the
autobiography of Jesse L. Livermore. At the time the only information available
to the professional market investor was the ticker tape. By careful analysis of
the tape, investors felt that they could discern market trends in the early
stage and therefore capitalize on them before the market knew the rationale of
those moves in general. The concept still applies today. Money flows, in
Birinyi's opinion, are the only future indicator of stock prices. Through years
of analytical research, Birinyi has attempted to employ leading edge computer
technology to track every trade in every stock throughout the day. In this way
Birinyi hopes to accomplish exactly what tape readers in the early 20th century
did. The goal is to find a suggestion in the price action and money flow that
something may be happening.
Investors may be able to become better aware of what other investors are
doing in the market, based on an analysis of actual trading. Since investors are
hesitant to detail what they are buying and selling, or for that matter what
they own, the tape can provide input as to the next idea, not the last. The
market does not always articulate which fundamental event it is discounting or
when the event might occur. The money flows therefore enable those who are
skilled in analyzing and interpreting them to identify situations that may in
fact warrant further fundamental analysis.
There are numerous charting services and technicians that have historically
been successful in anticipating market trends. However, charts and historical
databases detail where a stock opened and closed but not where it actually
traded that day or for that matter at what level the volume was and how much
buying and selling actually took place. Money flow analysis may be able to
better explain the activity underlying the basic high, low and closing stock
prices for the day.
The organizational aspect of Birinyi's analysis is a simple ranking system.
After years of analysis Birinyi has compiled enough historical data that enables
Birinyi to take a very sophisticated tool and compress it into a very useful
analysis. The system is a simple ranking of stocks numbered 1 through 5. Birinyi
believes that 1 is the least interesting while 5 is the most interesting.
Birinyi's interest is in stocks where some divergence occurs between the money
flow and the price of the stock. Most stocks go up because they are being bought
and go down because there is more net selling. However, in some instances there
is a divergence between the money flow and the price. These stocks are the ones
that Birinyi believes are worth examining further. In order to do that Birinyi
has developed a ranking system. The key is to find the 4s and 5s, for it is
these stocks that Birinyi believes have demonstrated consistent and persistent
money flow in all manner of price swings. It is here that Birinyi uses his years
of experience to interpret buying from simple price upticks. This strategy helps
Birinyi seek to identify and eliminate the stocks to be avoided. For instance,
those stocks where the money flow is negative or stocks where the price and
money flows are correlated with the overall movement of the market. Therefore,
the system is designed to find stocks that are exhibiting positive money flows
which are not yet recognized by all investors.
Mr. Birinyi believes that this undertaking is beyond the ability of most
investors both institutional and individual. The volume of trading on the
exchanges has steadily increased to the point where a tremendous amount of
information is generated each second. Both the Wall Street Journal and Bloomberg
provide a scaled down version of Birinyi's proprietary systems. Even if an
investor could do all the work necessary, Birinyi believes that the key is to be
able to make sense of the output. Information without knowledge is merely data.
The Portfolio Consultant is not an affiliate of the Sponsor. The Sponsor did
not select the Securities for the Trust. The Portfolio Consultant may use the
list of Securities in its independent capacity as an investment adviser and
distributes this information to various individuals and entities. The Portfolio
Consultant may recommend or effect transactions in the Securities. This may have
an adverse effect on the prices of the Securities. This also may have an impact
on the price the Trust pays for the Securities and the price received upon Unit
redemptions or Trust termination.
The Portfolio Consultant acts as agent or principal in connection with the
purchase and sale of equity securities, including the Securities, and may act as
a market maker in the Securities. The Portfolio Consultant also issues reports
and makes recommendations on the Securities. The Portfolio Consultant's research
department may receive compensation based on commissions generated by research
and/or sales of Units.
Neither the Portfolio Consultant nor the Sponsor manage the Trust. You should
note that the Portfolio Consultant applied the selection criteria to the
Securities for inclusion in the Trust prior to the Initial Date of Deposit.
After this time, the Securities may no longer meet the selection criteria.
Should a Security no longer meet the selection criteria, we will generally not
remove the Security from the Trust.
SPONSOR INFORMATION
Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of your Trust.
The Sponsor is an indirect subsidiary of Van Kampen Investments Inc. Van Kampen
Investments Inc. is a wholly owned subsidiary of MSAM Holdings II, Inc., which
in turn is a wholly owned subsidiary of Morgan Stanley Dean Witter & Co.
Morgan Stanley Dean Witter & Co., together with various of its directly and
indirectly owned subsidiaries, is engaged in a wide range of financial services
through three primary businesses: securities, asset management and credit
services. These principal businesses include securities underwriting,
distribution and trading; merger, acquisition, restructuring and other corporate
finance advisory activities; merchant banking; stock brokerage and research
services; credit services; asset management; trading of futures, options,
foreign exchange commodities and swaps (involving foreign exchange, commodities,
indices and interest rates); and real estate advice, financing and investing.
Van Kampen Funds Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds with roots in money management dating
back to 1926. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and has its principal offices at 1 Parkview Plaza, P.O. Box 5555,
Oakbrook Terrace, Illinois 60181-5555, (630) 684-6000. As of November 30, 2000,
the total stockholders' equity of Van Kampen Funds Inc. was $__________
(audited). (This paragraph relates only to the Sponsor and not to the Trust or
to any other Series thereof. The information is included herein only for the
purpose of informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
As of September 30, 2000, the Sponsor and its Van Kampen affiliates managed
or supervised more than $100 billion of investment products. The Sponsor and its
Van Kampen affiliates offer more than 50 open-end mutual funds, 37 closed-end
funds and have sponsored over 2,700 series of fixed income and equity unit
investment trusts.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trust as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
TRUSTEE INFORMATION
The Trustee is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its unit investment trust division
offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668. The Bank
of New York is subject to supervision and examination by the Superintendent of
Banks of the State of New York and the Board of Governors of the Federal Reserve
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units held by,
every Unitholder. Such books and records shall be open to inspection by any
Unitholder at all reasonable times during the usual business hours. The Trustee
shall make such annual or other reports as may from time to time be required
under any applicable state or federal statute, rule or regulation. The Trustee
is required to keep a certified copy or duplicate original of the Trust
Agreement on file in its office available for inspection at all reasonable times
during the usual business hours by any Unitholder, together with a current list
of the Securities held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. Notice of
such removal and appointment shall be mailed to each Unitholder by the Sponsor.
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. The resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
TRUST TERMINATION
The Trust may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of the Trust then outstanding or by the
Trustee when the value of the Securities owned by the Trust, as shown by any
evaluation, is less than $500,000 ($3,000,000 if the value of the Trust has
exceeded $15,000,000). The Trust will be liquidated by the Trustee in the event
that a sufficient number of Units of the Trust not yet sold are tendered for
redemption by the Sponsor, so that the net worth of the Trust would be reduced
to less than 40% of the value of the Securities at the time they were deposited
in the Trust. If the Trust is liquidated because of the redemption of unsold
Units by the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date.
Commencing during the period beginning nine business days prior to, and no
later than, the Mandatory Termination Date, Securities will begin to be sold in
connection with the termination of the Trust. The Sponsor will determine the
manner, timing and execution of the sales of the Securities. The Sponsor shall
direct the liquidation of the Securities in such manner as to effectuate orderly
sales and a minimal market impact. In the event the Sponsor does not so direct,
the Securities shall be sold within a reasonable period and in such manner as
the Trustee, in its sole discretion, shall determine. At least 30 days before
the Mandatory Termination Date the Trustee will provide written notice of any
termination to all Unitholders of the Trust and in the case of the Trust will
include with such notice a form to enable Unitholders owning 1,000 or more Units
to request an in kind distribution of the U.S.-traded Securities. To be
effective, this request must be returned to the Trustee at least five business
days prior to the Mandatory Termination Date. On the Mandatory Termination Date
(or on the previous business day if a holiday) the Trustee will deliver each
requesting Unitholder's pro rata number of whole shares of the U.S.-traded
Securities in the Trust to the account of the broker-dealer or bank designated
by the Unitholder at Depository Trust Company. A Unitholder electing an in kind
distribution will not receive a distribution of shares of the foreign
exchange-traded Securities but will instead receive cash representing his pro
rata portion of such Securities. The value of the Unitholder's fractional shares
of the Securities will be paid in cash. Unitholders with less than 1,000 Units
and Unitholders in the Trust with 1,000 or more Units not requesting an in kind
distribution will receive a cash distribution from the sale of the remaining
Securities within a reasonable time following the Mandatory Termination Date.
Regardless of the distribution involved, the Trustee will deduct from the funds
of the Trust any accrued costs, expenses, advances or indemnities provided by
the Trust Agreement, including estimated compensation of the Trustee, costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. Any sale of Securities in a
Trust upon termination may result in a lower amount than might otherwise be
realized if such sale were not required at such time. The Trustee will then
distribute to the Unitholder of the Trust his pro rata share of the balance of
the Income and Capital Accounts of the Trust.
The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of the Trust. There is, however, no assurance that
units of any new series of the Trust will be offered for sale at that time, or
if offered, that there will be sufficient units available for sale to meet the
requests of any or all Unitholders.
Within 60 days of the final distribution Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in the
same manner.
CONTENTS OF REGISTRATION STATEMENT
This Amendment No. 3 to the Registration Statement comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
The consents of independent public accountants
and legal counsel
The following exhibits:
1.1 Proposed form of Trust Agreement (to be supplied by amendment).
2.1 Form of Code of Ethics. Reference is made to Exhibit 2.1 to the
Registration Statement on Form S-6 of Van Kampen Focus Portfolios,
Series 223 ( File No. 333-34242) dated July 25, 2000.
3.1 Opinion and consent of counsel as to legality of securities being
registered (to be supplied by amendment).
3.2 Opinion and consent of counsel as to New York tax status of securities
being registered (to be supplied by amendment).
4.1 Consent of Interactive Data Corporation (to be supplied by amendment).
4.2 Consent of Grant Thornton LLP (to be supplied by amendment).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen Focus Portfolios, Series 237 has duly caused this
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Chicago and State of
Illinois on the 7th day of November, 2000.
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 237
(Registrant)
By VAN KAMPEN FUNDS INC.
(Depositor)
/s/ Christine K. Putong
--------------------------
Assistant Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed below on November
7, 2000 by the following persons who constitute a majority of the Board of
Directors of Van Kampen Funds Inc.
SIGNATURE TITLE
Richard F. Powers III Chairman and Chief Executive )
Officer )
John H. Zimmerman III President )
A. Thomas Smith III Executive Vice President, )
General Counsel and Secretary )
Michael H. Santo Executive Vice President and Chief )
Operations and Technology Officer )
/s/ Christine K. Putong_
--------------------------------
(Attorney-in-fact*)
--------------------------------------------------------------------------------
*An executed copy of each of the related powers of attorney is filed
herewith or was filed with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 of Van Kampen Focus Portfolios,
Series 136 (File No. 333-70897) and the same are hereby incorporated herein by
this reference.
