SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact Name of Trust: FT 441
B. Name of Depositor: NIKE SECURITIES L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN & CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
E. Title of Securities
Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.
F. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
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.
SUBJECT TO COMPLETION, DATED JUNE
9, 2000
10 Uncommon Values(registered trademark), 2000
Qualified Portfolio
FT 441
FT 441 is a series of a unit investment trust, the
FT Series. FT 441
consists of a single portfolio known as 10
Uncommon Values(registered
trademark), 2000 Qualified Portfolio (the
"Trust"). The Trust invests in
a diversified portfolio of common stocks
("Securities") issued by 10
different companies. The Trust seeks to provide
above-average capital
appreciation.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF
THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
First Trust(registered
trademark)
1-800-621-9533
The date of this prospectus is
__________, 2000
Page 1
Table of Contents
Summary of Essential Information
3
Fee Table
4
Report of Independent Auditors
5
Statement of Net Assets
6
Schedule of Investments
7
The FT Series
8
Portfolio
9
Risk Factors
9
Portfolio Securities Descriptions
10
Public Offering
10
Distribution of Units
11
The Sponsor's Profits
12
The Secondary Market
12
How We Purchase Units
12
Expenses and Charges
12
Tax Status
13
Rights of Unit Holders
14
Income and Capital Distributions
14
Redeeming Your Units
14
Investing in a New Trust
15
Removing Securities from the Trust
16
Amending or Terminating the Indenture
16
Information on the Sponsor, Trustee,
Shareholder Servicing Agent and Evaluator
17
Other Information
18
Page 2
Summary of Essential
Information
10 Uncommon Values(registered trademark), 2000
Qualified Portfolio
FT 441
At the Opening of Business on
the
Initial Date of Deposit-
__________, 2000
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan
Bank
Shareholder Servicing Agent: BISYS Fund Services
Ohio, Inc.
Evaluator: First Trust Advisors
L.P.
<TABLE>
<CAPTION>
<S>
<C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per
Unit (1)
1/
Public Offering Price:
Aggregate Offering Price Evaluation of
Securities per Unit (2)
$10.000
Maximum Sales Charge of .65% of the Public
Offering Price per Unit
(.65% of the net amount invested) (3)
$10.000
Less Deferred Sales Charge per Unit
$ .065
Public Offering Price per Unit (4)
$10.000
Sponsor's Initial Repurchase Price per Unit (5)
$10.000
Redemption Price per Unit (based on aggregate
underlying value of Securities) (5)
$10.000
CUSIP Number
30265N 429
Security Code
</TABLE>
<TABLE>
<CAPTION>
<S>
<C>
First Settlement Date
__________, 2000
Mandatory Termination Date (6)
________, 2001
_____________
<FN>
NOTES TO SUMMARY OF ESSENTIAL
INFORMATION
(1) As of the close of business on the Initial
Date of Deposit, we may
adjust the number of Units of the Trust. If we
make such an adjustment,
the fractional undivided interest per Unit will
vary from the amounts
indicated above.
(2) Each listed Security is valued at its last
closing sale price. If a
Security is not listed, or if no closing sale
price exists, it is valued
at its closing ask price. Evaluations for purposes
of determining the
purchase, sale or redemption price of Units are
made as of the close of
trading on the New York Stock Exchange ("NYSE")
(generally 4:00 p.m.
Eastern time) on each day on which it is open (the
"Evaluation Time").
(3) The maximum sales charge consists entirely of
a deferred sales
charge. See "Fee Table" and "Public Offering."
(4) The Public Offering Price shown above reflects
the value of the
Securities on the business day prior to the
Initial Date of Deposit. No
investor will purchase Units at this price. The
price you pay for your
Units will be based on their valuation at the
Evaluation Time on the
date you purchase your Units. On the Initial Date
of Deposit the Public
Offering Price per Unit will not include any
accumulated dividends on
the Securities. After this date, a pro rata share
of any accumulated
dividends on the Securities will be included.
(5) Until the earlier of six months after the
Initial Date of Deposit or
the end of the initial offering period the
Sponsor's Initial Repurchase
Price per Unit and Redemption Price per Unit will
include the estimated
organization costs per Unit set forth under "Fee
Table." After such
date, the Sponsor's Initial Repurchase Price per
Unit and Redemption
Price per Unit will not include such estimated
organization costs. See
"Redeeming Your Units."
(6) See "Amending or Terminating the Indenture."
</FN>
</TABLE>
Page 3
Fee Table
This Fee Table describes the fees and expenses
that you may, directly or
indirectly, pay if you buy and hold Units of the
Trust. See "Public
Offering" and "Expenses and Charges." Although the
Trust has a term of
approximately one year and is a unit investment
trust rather than a
mutual fund, this information allows you to
compare fees
<TABLE>
<CAPTION>
Amount
per Unit
_______
<S>
<C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum sales charge
0.65% $.065
===== =====
Initial sales charge (paid at the time of
purchase)
0.00%(a) $.000
Deferred sales charge (paid in installments or at
redemption)
0.65%(b) .065
Organization Costs
(as a percentage of public offering price)
Estimated organization costs
.090%(c) $.0090
===== =====
Estimated Annual Trust Operating Expenses(d)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees .078%
$.0080
Creation and development fee
.350%(e) .0359
Trustee's fee, Shareholder Servicing Agent's fee
and other operating expenses
.246%(f) .0252
_____ _____
Total
.674% $.0691
===== =====
Example
This example is intended to help you compare the
cost of investing in
the Trust with the cost of investing in other
investment products. The
example assumes that you invest $10,000 in the
Trust for the periods
shown and then sell your Units at the end of those
periods. The example
also assumes a 5% return on your investment each
year and that the
Trust's operating expenses stay the same. Although
your actual costs may
vary, based on these assumptions your costs would
be:
1 Year 3 Years 5 Years 10 Years
______ ______ ______ ______
$141 $440 $760 $1,665
The example will not differ if you hold rather
than sell your Units at
the end of each period.
________________
<FN>
(a) There is no initial sales charge on Trust
Units.
(b) The deferred sales charge is a fixed dollar
amount equal to $.065 per
Unit which, as a percentage of the Public Offering
Price, will vary over
time. The deferred sales charge will be deducted
in 12 monthly
installments commencing July 20, 2000.
(c) Estimated organization costs will be deducted
from the assets of the
Trust at the earlier of six months after the
Initial Date of Deposit or
the end of the initial offering period.
(d) With the exception of the creation and
development fee, each of the
fees listed herein is assessed on a fixed dollar
amount per Unit basis
which, as a percentage of average net assets, will
vary over time. The
Sponsor will bear annual Trust Operating Expenses
in excess of the
amounts set forth above (if applicable) for the
Trust.
(e) The creation and development fee compensates
the Sponsor for creating
and developing the Trust. During the life of the
Trust, this fee is
accrued daily based on the Trust's net asset value
at the annual rate of
0.35%. The Trust pays the amount of any accrued
creation and development
fee to the Sponsor monthly from the Trust's
assets. In connection with
the creation and development fee, in no event will
the Sponsor collect
over the life of the Trust more than 0.35% of a
Unit holder's initial
investment.
(f) Other operating expenses include estimated per
Unit costs associated
with a license fee as described in "Expenses and
Charges," but do not
include brokerage costs and other portfolio
transaction fees. In certain
circumstances the Trust may incur additional
expenses not set forth
above. See "Expenses and Charges."
</FN>
</TABLE>
Page 4
Report of Independent
Auditors
The Sponsor, Nike Securities L.P., and Unit
Holders
FT 441
We have audited the accompanying statement of net
assets, including the
schedule of investments, of FT 441, comprised of
the 10 Uncommon
Values(registered trademark), 2000 Qualified
Portfolio, as of the
opening of business on __________, 2000. This
statement of net assets is
the responsibility of the Trust's Sponsor. Our
responsibility is to
express an opinion on this statement of net assets
based on our audit.
We conducted our audit in accordance with auditing
standards generally
accepted in the United States. Those standards
require that we plan and
perform the audit to obtain reasonable assurance
about whether the
statement of net assets is free of material
misstatement. An audit
includes examining, on a test basis, evidence
supporting the amounts and
disclosures in the statement of net assets. Our
procedures included
confirmation of the letter of credit held by the
Trustee and deposited
in the Trust on __________, 2000. An audit also
includes assessing the
accounting principles used and significant
estimates made by the
Sponsor, as well as evaluating the overall
presentation of the statement
of net assets. We believe that our audit of the
statement of net assets
provides a reasonable basis for our opinion.
In our opinion, the statement of net assets
referred to above presents
fairly, in all material respects, the financial
position of FT 441,
comprised of the 10 Uncommon Values(registered
trademark), 2000
Qualified Portfolio, at the opening of business on
__________, 2000 in
conformity with accounting principles generally
accepted in the United
States.
ERNST &
YOUNG LLP
Chicago, Illinois
__________, 2000
Page 5
Statement of Net Assets
10 Uncommon Values(registered trademark), 2000
Qualified Portfolio
FT 441
At the Opening of Business on
the
Initial Date of Deposit-__________,
2000
<TABLE>
<CAPTION>
<S>
<C>
NET ASSETS
Investment in Securities represented by purchase
contracts (1) (2)
$
Less liability for reimbursement to Sponsor for
organization costs (3)
( )
________
Net assets
$
========
Units outstanding
ANALYSIS OF NET ASSETS
Cost to investors (4)
$
Less sales charge (4)
(0)
Less estimated reimbursement to Sponsor
for organization costs (3)
( )
________
Net assets
$
========
__________
<FN>
NOTES TO STATEMENT OF NET
ASSETS
(1) Aggregate cost of the Securities listed under
"Schedule of
Investments" is based on their aggregate
underlying value.
(2) An irrevocable letter of credit issued by The
Chase Manhattan Bank,
of which $200,000 will be allocated to the Trust,
has been deposited
with the Trustee as collateral, covering the
monies necessary for the
purchase of the Securities according to their
purchase contracts.
(3) A portion of the Public Offering Price
consists of an amount
sufficient to reimburse the Sponsor for all or a
portion of the costs of
establishing the Trust. These costs have been
estimated at $.0090 per
Unit for the Trust. A payment will be made as of
the earlier of six
months after the Initial Date of Deposit or the
end of the initial
offering period to an account maintained by the
Trustee from which the
obligation of the investors to the Sponsor will be
satisfied. To the
extent that actual organization costs are greater
than the estimated
amount, only the estimated organization costs
added to the Public
Offering Price will be reimbursed to the Sponsor
and deducted from the
assets of the Trust.
(4) No initial sales charge will be assessed on
Trust Units. A deferred
sales charge aggregating $.065 per Unit, which
will be paid to us in 12
approximately equal monthly installments beginning
on July 20, 2000 and
on the 20th day of each month thereafter (or the
preceding business day
if the 20th day is not a business day) through
June 20, 2001, will be
assessed on Trust Units outstanding on each
installment payment date. If
you redeem Units you will not have to pay the
remaining amount of the
deferred sales charge applicable to such Units
when you redeem them.
</FN>
</TABLE>
Page 6
Schedule of Investments
10 Uncommon Values(registered trademark), 2000
Qualified Portfolio
FT 441
At the Opening of Business
on the
Initial Date of Deposit-
__________, 2000
<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and
of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1)
Offering Price Share the Trust (2)
_________ ____________________________________
__________ ______ _____________
<C> <S>
<C> <C> <C>
%
%
%
%
%
%
%
%
%
%
______ ________
Total Investments
100% $
======= ========
_____________
<FN>
(1) All Securities are represented by regular way
contracts to purchase
such Securities which are backed by an irrevocable
letter of credit
deposited with the Trustee. We entered into
purchase contracts for the
Securities on __________, 2000. The Trust has a
mandatory termination
date of ________, 2001.
(2) The cost of the Securities to the Trust
represents the aggregate
underlying value with respect to the Securities
acquired (generally
determined by the closing sale prices of the
listed Securities and the
ask prices of the over-the-counter traded
Securities at the Evaluation
Time on the business day preceding the Initial
Date of Deposit). The
valuation of the Securities has been determined by
the Evaluator, an
affiliate of ours. The cost of the Securities to
us and our profit or
loss (which is the difference between the cost of
the Securities to us
and the cost of the Securities to the Trust) are $
and $ ,
respectively.
</FN>
</TABLE>
Page 7
The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have
created hundreds of
similar yet separate series of a unit investment
trust which we have
named the FT Series. The series to which this
prospectus relates, FT
441, consists of a single portfolio known as 10
Uncommon
Values(registered trademark), 2000 Qualified
Portfolio.
Units of the Trust are only available to employee
benefit plans
established pursuant to Sections 401(a) or 457 of
the Internal Revenue
Code of 1986, as amended ("Eligible Plans").
Eligible Plans will invest
in Units of the Trust in accordance with
allocation instructions
received from employees pursuant to their
respective terms. Accordingly,
the interests of an employee in the Units of the
Trust are subject to
the terms of their respective Eligible Plan and
the terms on which Units
of the Trust are offered as an investment
alternative under such
Eligible Plan. As used herein, Unit holder shall
refer to an Eligible
Plan.
The Trust was created under the laws of the State
of New York by a Trust
Agreement (the "Indenture") dated the Initial Date
of Deposit. This
agreement, entered into among Nike Securities
L.P., as Sponsor, The
Chase Manhattan Bank as Trustee, BISYS Fund
Services Ohio, Inc. as
Shareholder Servicing Agent and First Trust
Advisors L.P. as Portfolio
Supervisor and Evaluator, governs the operation of
the Trust.
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE
NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION
SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.
How We Created the Trust.
On the Initial Date of Deposit, we deposited a
portfolio of common
stocks with the Trustee and in turn, the Trustee
delivered documents to
us representing our ownership of the Trust in the
form of units ("Units").
After the Initial Date of Deposit, additional
Securities, or cash
(including a letter of credit) with instructions
to buy more Securities,
may be deposited in the Trust to create new Units
for sale. Additional
Units will be created, to the extent practicable,
according to the
percentage relationship established among the
Securities on the Initial
Date of Deposit (as set forth in "Schedule of
Investments"), and not the
actual percentage relationship existing on the day
new Units are
created, since the two may differ. This difference
may be due to the
sale, redemption or liquidation of any of the
Securities.
Since the prices of the Securities will fluctuate
daily, the ratio of
Securities in the Trust, on a market value basis,
will also change
daily. The portion of Securities represented by
each Unit will not
change as a result of the deposit of additional
Securities or cash in
the Trust. If cash is deposited, you and new
investors may experience a
dilution of your investment. This is because
prices of Securities will
fluctuate between the time of the cash deposit and
the purchase of the
Securities, and because the Trust pays the
associated brokerage fees. To
reduce this dilution, the Trust will try to buy
the Securities as close
to the Evaluation Time and as close to the
evaluation price as possible.
An affiliate of the Trustee may receive these
brokerage fees or the
Trustee may retain and pay us (or our affiliate)
to act as agent for a
Trust to buy Securities. If we or an affiliate of
ours act as agent to
the Trust we will be subject to the restrictions
under the Investment
Company Act of 1940, as amended.
We cannot guarantee that the Trust will keep its
present size and
composition for any length of time. Securities may
periodically be sold
under certain circumstances, and the proceeds from
these sales will be
used to meet Trust obligations or distributed to
Unit holders, but will
not be reinvested. However, Securities will not be
sold to take
advantage of market fluctuations or changes in
anticipated rates of
appreciation or depreciation, or if they no longer
meet the criteria by
which they were selected. You will not be able to
dispose of or vote any
of the Securities in the Trust. As the holder of
the Securities, the
Trustee will vote all of the Securities and will
do so based on our
instructions.
Neither we nor the Trustee will be liable for a
failure in any of the
Securities. However, if a contract for the
purchase of any of the
Securities initially deposited in the Trust fails,
unless we can
purchase substitute Securities ("Replacement
Securities") we will refund
to you that portion of the purchase price and
sales charge resulting
from the failed contract on the next Income
Distribution Date. Any
Replacement Security the Trust acquires will be
identical to those from
the failed contract.
Page 8
Portfolio
Objectives.
The objective of the Trust is to provide the
potential for above-average
capital appreciation by investing the Trust's
portfolio in the common
stock of companies that comprise the 10 Uncommon
Values(registered
trademark) portfolio for 2000. The 10 Uncommon
Values(registered
trademark) is an annual compilation of the 10
common stocks selected by
the Investment Policy Committee of Lehman Brothers
Inc. with the
assistance of the Research Department of Lehman
Brothers Inc. which, in
the opinion of Lehman Brothers Inc., have the
greatest potential for
capital appreciation during the next year. This
selection was based upon
a determination by Lehman Brothers Inc. that the
selected stocks are
deemed to have an above-average capital
appreciation potential against
the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500
Index") over the 12 months following the selection
of the portfolio.
Each year since 1949, a portfolio of 10 Uncommon
Values(registered
trademark) has been selected by Lehman Brothers
Inc.'s Investment Policy
Committee, with the assistance of more than 70
analysts from the
Research Department of Lehman Brothers Inc. (or a
predecessor firm). The
Research Department currently follows
approximately 1,000 companies.
Months before the Investment Policy Committee
makes the final
determination for the annual 10 Uncommon
Values(registered trademark)
portfolio, Lehman Brothers Inc.'s equity analysts
begin recommending
stocks to the Investment Policy Committee that
they believe will provide
greater capital appreciation potential than the
S&P 500 Index during the
12 months following the portfolio selection. These
stocks were selected
based on an examination of fundamental, sector and
technical attributes
for each company.
Fundamental Analysis. Each Lehman Brothers Inc.
equity research analyst
appears before the firm's Investment Policy
Committee to present the
best ideas, from the universe of stocks they
follow, for the next 12
months. The Investment Policy Committee analyzes
each idea in terms of
the underlying fundamentals for the company and
for the industry. After
this intensive screening process has been
completed, the list of stocks
is reviewed again to determine which companies
offer the best potential
to outperform the S&P 500 Index.
Sector Analysis. The Investment Policy Committee
then examines factors
relating to the chosen sector, including where it
is in the economic
cycle and its implications for each company's
prospects.
Technical Analysis. Each selection's trading
pattern is reviewed to
determine a technical snapshot. Historical and
recent price movements
are also reviewed. Finally, the Lehman Brothers
Inc. Investment Policy
Committee selects what it believes to be the 10
best ideas for the year,
the 10 Uncommon Values(registered trademark).
Lehman Brothers Inc. is a global investment bank
with nearly 150 years
of experience in analyzing securities markets.
Lehman Brothers Inc.'s
Equity Research Department, dedicated to providing
insightful analysis
of global stock markets and companies, is
recognized for the quality and
timeliness of its investment recommendations. Over
135 Lehman Brothers
Inc. analysts provide in-depth coverage of more
than 60 industries
worldwide, with teams located in New York, Boston,
San Francisco,
Washington, D.C., London, Sao Paulo, Tokyo and
Hong Kong.
The Trust is not sponsored or created by Lehman
Brothers Inc. Lehman
Brothers Inc. may receive fees for brokerage
services provided to trusts
sponsored by us. Lehman Brothers Inc., in its
general securities
business, acts as agent or principal in connection
with the purchase and
sale of common stocks, including the Securities in
the Trust. In
addition, Lehman Brothers Inc. may have acted as
market maker,
underwriter, manager or co-manager of a public
offering of the
Securities during the last three years.
There is, of course, no guarantee that the
objective of the Trust will
be achieved. See "Risk Factors" for a discussion
of the risks of
investing in the Trust.
Risk Factors
Price Volatility. The Trust invests in common
stocks. The value of the
Trust's Units will fluctuate with changes in the
value of these common
stocks. Common stock prices fluctuate for several
reasons including
changes in investors' perceptions of the financial
condition of an
issuer or the general condition of the relevant
stock market, or when
political or economic events affecting the issuers
occur. As a result of
the increasing popularity of the 10 Uncommon
Values(registered
trademark) strategy, the purchase and sale of
Securities in conjunction
Page 9
with the creation or termination of the Trust may
amplify normal market
fluctuations in the value of the Securities, which
may negatively impact
the value of your Units. In addition, common stock
prices may be
particularly sensitive to rising interest rates,
as the cost of capital
rises and borrowing costs increase.
Because the Trust is not managed, the Trustee will
not sell stocks in
response to or in anticipation of market
fluctuations, as is common in
managed investments. As with any investment, we
cannot guarantee that
the performance of the Trust will be positive over
any period of time or
that you won't lose money. Units of the Trust are
not deposits of any
bank and are not insured or guaranteed by the
Federal Deposit Insurance
Corporation or any other government agency.
Dividends. There is no guarantee that the issuers
of the Securities will
declare dividends in the future or that if
declared they will either
remain at current levels or increase over time.
Legislation/Litigation. From time to time, various
legislative
initiatives are proposed in the United States and
abroad which may have
a negative impact on certain companies represented
in the Trust. In
addition, litigation regarding any of the issuers
of the Securities, or
of the industries represented by these issuers,
may negatively impact
the share prices of these Securities. We cannot
predict what impact any
pending or proposed legislation or pending or
threatened litigation will
have on the share prices of the Securities.
Portfolio Securities Descriptions
, headquartered in
, headquartered in
, headquartered in
, headquartered in
, headquartered in
, headquartered in
, headquartered in
, headquartered in
, headquartered in
, headquartered in
We have obtained the foregoing descriptions from
sources we deem
reliable. We have not independently verified the
provided information
either in terms of accuracy or completeness.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price,
the price per Unit of
which is comprised of the following:
- The aggregate underlying value of the
Securities;
- The amount of any cash in the Income and Capital
Accounts;
- Dividends receivable on Securities; and
- The maximum sales charge (which consists solely
of a deferred sales
charge).
The price you pay for your Units will differ from
the amount stated
under "Summary of Essential Information" due to
various factors,
including fluctuations in the prices of the
Securities and changes in
the value of the Income and/or Capital Accounts.
Although you are not required to pay for your
Units until the business
day following your order (the "date of
settlement"), you may pay before
then. You will become the owner of Units ("Record
Owner") on the date of
settlement if payment has been received. If you
pay for your Units
before the date of settlement, we may use your
payment during this time
and it may be considered a benefit to us, subject
to the limitations of
the Securities Exchange Act of 1934.
Organization Costs. Securities purchased with the
portion of the Public
Offering Price intended to be used to reimburse
the Sponsor for the
Trust's organization costs (including costs of
preparing the
registration statement, the Indenture and other
closing documents,
registering Units with the Securities and Exchange
Commission ("SEC")
and states, the initial audit of the Trust
portfolio, legal fees and the
initial fees and expenses of the Trustee) will be
purchased in the same
proportionate relationship as all the Securities
contained in the Trust.
Securities will be sold to reimburse the Sponsor
for the Trust's
organization costs at the earlier of six months
after the Initial Date
of Deposit or the end of the initial offering
period (a significantly
shorter time period than the life of the Trust).
During the period
ending with the earlier of six months after the
Initial Date of Deposit
or the end of the initial offering period, there
may be a decrease in
the value of the Securities. To the extent the
proceeds from the sale of
Page 10
these Securities are insufficient to repay the
Sponsor for Trust
organization costs, the Trustee will sell
additional Securities to allow
the Trust to fully reimburse the Sponsor. In that
event, the net asset
value per Unit of the Trust will be reduced by the
amount of additional
Securities sold. Although the dollar amount of the
reimbursement due to
the Sponsor will remain fixed and will never
exceed the per Unit amount
set forth for the Trust in "Statement of Net
Assets," this will result
in a greater effective cost per Unit to Unit
holders for the
reimbursement to the Sponsor. To the extent actual
organization costs
are less than the estimated amount, only the
actual organization costs
will be deducted from the assets of the Trust.
When Securities are sold
to reimburse the Sponsor for organization costs,
the Trustee will sell
Securities, to the extent practicable, which will
maintain the same
proportionate relationship among the Securities
contained in the Trust
as existed prior to such sale.
Sales Charges.
The maximum sales charge is entirely deferred. The
deferred sales charge
is a fixed dollar amount equal to approximately
$.065 per Unit per month
and will be deducted from the Trust's assets on
approximately the
twentieth day of each month over the life of the
Trust. If you purchase
Units after the initial deferred sales charge
payment, you will only be
subject to any remaining deferred sales charge
payments. At the Public
Offering Price per Unit set forth in "Summary of
Essential Information,"
the maximum sales charge equals 0.65% of the
Public Offering Price. The
maximum sales charge will vary from 0.65% with
changes in the Public
Offering Price but in no case will it exceed 1.0%
of the Public Offering
Price (equivalent to 1.0% of the net amount
invested, exclusive of the
deferred sales charge).
The Value of the Securities.
The Evaluator will appraise the aggregate
underlying value of the
Securities in the Trust as of the Evaluation Time
on each business day
and will adjust the Public Offering Price of the
Units according to this
valuation. This Public Offering Price will be
effective for all orders
received before the Evaluation Time on each such
day. If we or the
Trustee receive orders for purchases, sales or
redemptions after that
time, or on a day which is not a business day,
they will be held until
the next determination of price. The term
"business day" as used in this
prospectus will exclude Saturdays, Sundays and
certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Securities
in the Trust will be
determined as follows: if the Securities are
listed on a securities
exchange or The Nasdaq Stock Market, their value
is generally based on
the closing sale prices on that exchange or system
(unless it is
determined that these prices are not appropriate
as a basis for
valuation). However, if there is no closing sale
price on that exchange
or system, they are valued based on the closing
ask prices. If the
Securities are not so listed, or, if so listed and
the principal market
for them is other than on that exchange or system,
their value will
generally be based on the current ask prices on
the over-the-counter
market (unless it is determined that these prices
are not appropriate as
a basis for valuation). If current ask prices are
unavailable, the
valuation is generally determined:
a) On the basis of current ask prices for
comparable securities;
b) By appraising the value of the Securities on
the ask side of the
market; or
c) By any combination of the above.
After the initial offering period is over, the
aggregate underlying
value of the Securities will be determined as set
forth above, except
that bid prices are used instead of ask prices
when necessary.
Distribution of Units
We intend to qualify Units of the Trust for sale
in a number of states.
All Units will be sold at the then current Public
Offering Price.
Dealer Concessions.
Dealers and others can purchase Units at prices
which represent a
concession or agency commission of up to $.04 per
Unit.
We reserve the right to change the amount of
concessions or agency
commissions from time to time. If we reacquire, or
the Trustee redeems,
Units from brokers, dealers or other selling
agents while a market is
being maintained for such Units, such entities
agree to immediately
repay to us any concession or agency commission
relating to the
reacquired Units. Certain commercial banks may be
making Units of the
Trust available to their customers on an agency
basis. A portion of the
Page 11
sales charge paid by these customers is kept by or
given to the banks in
the amounts shown above.
Award Programs.
From time to time we may sponsor programs which
provide awards to a
dealer's registered representatives who have sold
a minimum number of
Units during a specified time period. We may also
pay fees to qualifying
dealers for services or activities which are meant
to result in sales of
Units of the Trust. In addition, we will pay to
dealers who sponsor
sales contests or recognition programs that
conform to our criteria, or
participate in our sales programs, amounts equal
to no more than the
total applicable sales charge on Units sold by
such persons during such
programs. We make these payments out of our own
assets and not out of
Trust assets. These programs will not change the
price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated
returns of the Trust
(which may show performance net of the expenses
and charges the Trust
would have incurred) and returns over specified
periods of other similar
trusts we sponsor in our advertising and sales
materials, with (1)
returns on other taxable investments such as the
common stocks
comprising various market indexes, corporate or
U.S. Government bonds,
bank CDs and money market accounts or funds, (2)
performance data from
Morningstar Publications, Inc. or (3) information
from publications such
as Money, The New York Times, U.S. News and World
Report, BusinessWeek,
Forbes or Fortune. The investment characteristics
of the Trust differ
from other comparative investments. You should not
assume that these
performance comparisons will be representative of
the Trust's future
performance.
The Sponsor's Profits
We will receive a gross sales commission equal to
the maximum sales
charge per Unit of the Trust as stated in "Public
Offering." Also, any
difference between our cost to purchase the
Securities and the price at
which we sell them to the Trust is considered a
profit or loss (see Note
2 of "Schedule of Investments"). During the
initial offering period,
dealers and others may also realize profits or
sustain losses as a
result of fluctuations in the Public Offering
Price they receive when
they sell the Units.
In maintaining a market for Units, any difference
between the price at
which we purchase Units and the price at which we
sell or redeem them
will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a
market for the Units
after the initial offering period and continuously
offer to purchase
Units at prices based on the Redemption Price per
Unit.
We will pay all expenses to maintain a secondary
market, except the
Evaluator fees and costs to transfer and record
the ownership of Units,
if any. We may discontinue purchases of Units at
any time. IF YOU WISH
TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR
THE CURRENT MARKET
PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO
THE SHAREHOLDER
SERVICING AGENT.
How We Purchase Units
The Shareholder Servicing Agent will notify us of
any tender of Units
for redemption. If our bid is equal to or greater
than the Redemption
Price per Unit, we may purchase the Units. You
will receive your
proceeds from the sale no later than if they were
redeemed by the
Trustee. We may tender Units we hold to the
Trustee for redemption as
any other Units. If we elect not to purchase
Units, the Shareholder
Servicing Agent or Trustee may sell tendered Units
in the over-the-
counter market, if any. However, the amount you
will receive is the same
as you would have received on redemption of the
Units.
Expenses and Charges
The estimated annual expenses of the Trust are
listed under "Fee Table."
If actual expenses exceed the estimate, the Trust
will bear the excess.
The Trustee will pay operating expenses of the
Trust from the Income
Account of the Trust if funds are available, and
then from the Capital
Account. The Income and Capital Accounts are
noninterest-bearing to Unit
holders, so the Trustee may earn interest on these
funds, thus
benefiting from their use.
As Sponsor, we will be compensated for providing
bookkeeping and other
administrative services to the Trust, and will
receive brokerage fees
Page 12
when the Trust uses us (or an affiliate of ours)
as agent in buying or
selling Securities. First Trust Advisors L.P., an
affiliate of ours,
acts as both Portfolio Supervisor and Evaluator to
the Trust and will
receive the fees set forth under "Fee Table" for
providing portfolio
supervisory and evaluation services to the Trust.
In providing portfolio
supervisory services, the Portfolio Supervisor may
purchase research
services from a number of sources, which may
include underwriters or
dealers of the Trust.
The fees payable to us, First Trust Advisors L.P.
and the Trustee are
based on the largest aggregate number of Units of
the Trust outstanding
at any time during the calendar year, except
during the initial offering
period for our fees and First Trust Advisors'
fees, in which case these
fees are calculated based on the largest number of
Units outstanding
during the period for which compensation is paid.
The fees payable to
the Shareholder Servicing Agent are a fixed dollar
amount for the Trust.
Each of these fees may be adjusted for inflation
without Unit holders'
approval, but in no case will the annual fee paid
to us or our
affiliates for providing a given service to all
unit investment trusts
for which we provide such services be more than
the actual cost of
providing such service in such year.
As Sponsor, we will receive a fee from the Trust
for creating and
developing the Trust, including determining the
Trust objectives,
policies, composition and size, selecting service
providers and
information services and for providing other
similar administrative and
ministerial functions. The "creation and
development fee" is accrued
(and becomes a liability of the Trust) on a daily
basis. The dollar
amount of the creation and development fee accrued
each day, which will
vary with fluctuations in the Trust's net asset
value, is determined by
multiplying the net asset value of the Trust on
that day by 1/365 of the
annual creation and development fee of 0.35% per
Unit. The total amount
of any accrued but unpaid creation and development
fee is paid to the
Sponsor on a monthly basis from the assets of the
Trust. If you redeem
your Units, you will only be responsible for any
accrued and unpaid
creation and development fee through the date of
redemption. In
connection with the creation and development fee,
in no event will the
Sponsor collect over the life of the Trust more
than 0.35% of a Unit
holder's initial investment. We do not use this
fee to pay distribution
expenses or as compensation for sales efforts.
In addition to the Trust's operating expenses, and
the fees described
above, the Trust may also incur the following
charges:
- A license fee payable by the Trust for the use
of certain trademarks
and trade names of Lehman Brothers Inc.;
- All legal expenses of the Trustee according to
its responsibilities
under the Indenture;
- The expenses and costs incurred by the Trustee
to protect the Trust
and your rights and interests;
- Fees for any extraordinary services the Trustee
performed under the
Indenture;
- Payment for any loss, liability or expense the
Trustee incurred
without negligence, bad faith or willful
misconduct on its part, in
connection with its acceptance or administration
of the Trust;
- -Payment for any loss, liability or expenses we
incurred without
negligence, bad faith or willful misconduct in
acting as Depositor of
the Trust; and/or
- All taxes and other government charges imposed
upon the Securities or
any part of the Trust.
The above expenses and the Trustee's annual fee
are secured by a lien on
the Trust. Since the Securities are all common
stocks and dividend
income is unpredictable, we cannot guarantee that
dividends will be
sufficient to meet any or all expenses of the
Trust. If there is not
enough cash in the Income or Capital Account, the
Trustee has the power
to sell Securities to make cash available to pay
these charges. Any
compensation or other consideration we or our
affiliates receive on
Units held in Eligible Plans offered to employees
of ours or our
affiliates will be remitted to such Eligible Plans
to the extent the
receipt of such compensation or other
consideration by us or our
affiliates is not permitted by ERISA.
Tax Status
The Trust is not an association taxable as a
corporation for federal
income tax purposes. Because the Eligible Plans
are exempt from tax
under Sections 501(a) or 457 of the Internal
Revenue Code of 1986, as
amended, while Units are held by Eligible Plans,
neither such Eligible
Plans nor any participating employee will be taxed
on income from the
Trust.
Under the existing income tax laws of the State
and City of New York,
the Trust is not an association taxable as a
corporation.
Page 13
Rights of Unit Holders
Unit Ownership.
The Trustee will treat the Shareholder Servicing
Agent as sole Record
Owner of Units on its books. The Shareholder
Servicing Agent will keep a
record of all individual Unit holders on its
books. It is your
responsibility to notify the Shareholder Servicing
Agent when you become
Record Owner. All Units will be held in
uncertificated (book-entry) form.
The Shareholder Servicing Agent will establish an
account for you and
credit your account with the number of Units you
purchase. Within two
business days of the issuance or transfer of Units
held in
uncertificated form, the Shareholder Servicing
Agent will send you:
- A written initial transaction statement
containing a description of
the Trust;
- The number of Units issued or transferred;
- Your name, address and Taxpayer Identification
Number ("TIN");
- A notation of any liens or restrictions of the
issuer and any adverse
claims; and
- The date the transfer was registered.
Unit Holder Reports.
In connection with each distribution, the
Shareholder Servicing Agent
will provide you with a statement detailing the
per Unit amount of
income (if any) distributed. After the end of each
calendar year, the
Shareholder Servicing Agent will provide Eligible
Plans with the
following information:
- A summary of transactions in the Trust for the
year;
- A list of any Securities sold during the year
and the Securities held
at the end of that year by the Trust;
- The Redemption Price per Unit, computed on the
31st day of December of
such year (or the last business day before); and
- Amounts of income and capital distributed during
the year.
You may request from the Shareholder Servicing
Agent copies of the
evaluations of the Securities as prepared by the
Evaluator.
Income and Capital Distributions
You are eligible to receive distributions on your
Units only after you
become a Record Owner. The Trustee will credit
dividends received on the
Trust's Securities to the Income Account. All
other receipts, such as
return of capital, are credited to the Capital
Account.
The Trustee will distribute any net income in the
Income Account as well
as amounts in the Capital Account as part of the
final liquidation
distribution in the case of Rollover Unit holders
and others. No income
distribution will be paid if accrued expenses of
the Trust exceed
amounts in the Income Account. Distribution
amounts will vary with
changes in the Trust's fees and expenses, in
dividends received and with
the sale of Securities. For purposes of
distributions, the Record Date
shall be the Mandatory Termination Date and Unit
holders on the Record
Date shall receive distributions as part of the
final liquidation
distribution (the "Distribution Date").
We anticipate that there will be enough money in
the Capital Account to
pay the deferred sales charge. If not, the Trustee
may sell Securities
to meet the shortfall.
The Trustee may establish reserves (the "Reserve
Account") within the
Trust to cover anticipated state and local taxes
or any governmental
charges to be paid out of the Trust.
Redeeming Your Units
Each Eligible Plan may redeem all or a portion of
its Units at any time
by sending a request for redemption to the
Shareholder Servicing Agent,
who will forward such information to the Trustee.
The redemption request
must be properly endorsed with proper instruments
of transfer and
signature guaranteed by an eligible institution.
No redemption fee will
be charged, but you are responsible for any
governmental charges that
apply. One business day after the day you tender
your Units (the "Date
of Tender") you will receive cash in an amount for
each Unit equal to
the Redemption Price per Unit calculated at the
Evaluation Time on the
Date of Tender.
The Date of Tender is considered to be the date on
which the Shareholder
Servicing Agent receives your redemption request
(if such day is a day
Page 14
the NYSE is open for trading). However, if your
redemption request is
received after 4:00 p.m. Eastern time (or after
any earlier closing time
on a day on which the NYSE is scheduled in advance
to close at such
earlier time), the Date of Tender is the next day
the NYSE is open for
trading.
Any amounts paid on redemption representing income
will be withdrawn
from the Income Account if funds are available for
that purpose, or from
the Capital Account. All other amounts paid on
redemption will be taken
from the Capital Account.
The Trustee may sell Securities to make funds
available for redemption.
If Securities are sold, the size and
diversification of the Trust will
be reduced. These sales may result in lower prices
than if the
Securities were sold at a different time.
Your right to redeem Units (and therefore, your
right to receive
payment) may be delayed:
- If the NYSE is closed (other than customary
weekend and holiday
closings);
- If the SEC determines that trading on the NYSE
is restricted or that
an emergency exists making sale or evaluation of
the Securities not
reasonably practical; or
- For any other period permitted by SEC order.
The Trustee is not liable to any person for any
loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the
Trustee by:
adding
1. cash in the Income and Capital Accounts not
designated to purchase
Securities;
2. the aggregate underlying value of the
Securities held in the Trust; and
3. dividends receivable on the Securities trading
ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges
that need to be paid out
of the Trust;
2. any amounts owed to the Trustee for its
advances;
3. estimated accrued expenses of the Trust, if
any;
4. cash held for distribution to Unit holders of
record of the Trust as
of the business day before the evaluation being
made; and
5. other liabilities incurred by the Trust; and
dividing
1. the result by the number of outstanding Units
of the Trust.
Until the earlier of six months after the Initial
Date of Deposit or the
end of the initial offering period, the Redemption
Price per Unit will
include estimated organization costs as set forth
under "Fee Table."
Investing in a New Trust
The Trust's portfolio has been selected on the
basis of capital
appreciation potential for a limited time period.
When the Trust is
about to terminate, you may have the option to
roll your proceeds into
the next series of the Trust (the "New Trust") if
one is available. We
intend to create the New Trust in conjunction with
the termination of
the Trust and plan to apply the same strategy we
used to select the
portfolio for the Trust to the New Trust.
If your Eligible Plan assets are invested in Units
of the Trust on the
Mandatory Termination Date set forth under
"Summary of Essential
Information" (a "Rollover Unit holder"), the
Trustee, acting in its
capacity as Distribution Agent, will redeem such
Units and reinvest the
proceeds into the New Trust, provided such New
Trust is offered and
Units are available. If you no longer wish to have
your Eligible Plan
assets invested in the Trust you can change your
Eligible Plan
allocation instructions at any time as permitted
by your Eligible Plan.
As a Rollover Unit holder, your Units will be
redeemed and the
underlying Securities sold by the Distribution
Agent on the Mandatory
Termination Date. The Distribution Agent may
engage us or other brokers
as its agent to sell the Securities.
Once all of the Securities are sold, your
proceeds, less any brokerage
fees, governmental charges or other expenses
involved in the sales, will
be used to buy units of the New Trust or trust
with a similar investment
strategy that you have selected, provided such
trusts are registered and
being offered. Accordingly, proceeds may be
uninvested for up to several
days. Units purchased with rollover proceeds will
generally be purchased
subject only to the maximum remaining deferred
sales charge on such units.
We intend to create New Trust units as quickly as
possible, depending on
the availability of the Securities contained in
the New Trust's
portfolio. Rollover Unit holders will be given
first priority to
Page 15
purchase New Trust units. We cannot, however,
assure the exact timing of
the creation of New Trust units or the total
number of New Trust units
we will create. Any proceeds not invested on
behalf of Rollover Unit
holders in New Trust units will be distributed
within a reasonable time
after such occurrence. Although we believe that
enough New Trust units
can be created, monies in the New Trust may not be
fully invested on the
next business day.
If you elect not to participate as a Rollover Unit
holder ("Remaining
Unit holders"), you will not be charged any
additional sales charge due
to the Special Redemption and Liquidation Period.
We may modify, amend
or terminate this rollover option upon 60 days
notice.
Removing Securities from the Trust
The portfolio of the Trust is not managed.
However, we may, but are not
required to, direct the Trustee to dispose of a
Security in certain
limited circumstances, including situations in
which:
- The issuer of the Security defaults in the
payment of a declared
dividend;
- Any action or proceeding prevents the payment of
dividends;
- There is any legal question or impediment
affecting the Security;
- The issuer of the Security has breached a
covenant which would affect
the payment of dividends, the issuer's credit
standing, or otherwise
damage the sound investment character of the
Security;
- The issuer has defaulted on the payment of any
other of its
outstanding obligations;
- There has been a public tender offer made for a
Security or a merger
or acquisition is announced affecting a Security,
and that in our
opinion the sale or tender of the Security is in
the best interest of
Unit holders; or
- The price of the Security has declined to such
an extent, or such
other credit factors exist, that in our opinion
keeping the Security
would be harmful to the Trust.
Except in the limited instance in which the Trust
acquires Replacement
Securities, as described in "The FT Series," the
Trust may not acquire
any securities or other property other than the
Securities. The Trustee,
on behalf of the Trust, will reject any offer for
new or exchanged
securities or property in exchange for a Security,
such as those
acquired in a merger or other transaction. If such
exchanged securities
or property are nevertheless acquired by the
Trust, at our instruction
they will either be sold or held in the Trust. In
making the
determination as to whether to sell or hold the
exchanged securities or
property we may get advice from the Portfolio
Supervisor. Any proceeds
received from the sale of Securities, exchanged
securities or property
will be credited to the Capital Account for
distribution to Unit holders
or to meet redemption requests. The Trustee may
retain and pay us or an
affiliate of ours to act as agent for the Trust to
facilitate selling
Securities, exchanged securities or property from
the Trust. If we or
our affiliate act in this capacity, we will be
held subject to the
restrictions under the Investment Company Act of
1940, as amended.
The Trustee may sell Securities designated by us,
or, absent our
direction, at its own discretion, in order to meet
redemption requests
or pay expenses. In designating Securities to be
sold, we will try to
maintain the proportionate relationship among the
Securities. If this is
not possible, the composition and diversification
of the Trust may be
changed. To get the best price for the Trust we
may specify minimum
amounts (generally 100 shares) in which blocks of
Securities are to be
sold. We may consider sales of Units of unit
investment trusts which we
sponsor when we make recommendations to the
Trustee as to which
broker/dealers they select to execute the Trust's
portfolio
transactions, or when acting as agent for the
Trust in acquiring or
selling Securities on behalf of the Trust.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and
the Trustee without
your consent:
- To cure ambiguities;
- To correct or supplement any defective or
inconsistent provision;
- To make any amendment required by any
governmental agency; or
- To make other changes determined not to be
materially adverse to your
best interests (as determined by us and the
Trustee).
Termination. As provided by the Indenture, the
Trust will terminate on
the Mandatory Termination Date. The Trust may be
terminated prior to the
Page 16
Mandatory Termination Date:
- Upon the consent of 100% of the Unit holders;
- If the value of the Securities owned by the
Trust as shown by any
evaluation is less than the lower of $2,000,000 or
20% of the total
value of Securities deposited in the Trust during
the initial offering
period ("Discretionary Liquidation Amount"); or
- In the event that Units of the Trust not yet
sold aggregating more
than 60% of the Units of such Trust are tendered
for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send
written notice to all Unit
holders which will specify how you should tender
your Units. If the
Trust is terminated due to this last reason, we
will refund your entire
sales charge; however, we will not refund any
sales charge if the Trust
is terminated before the Mandatory Termination
Date for any other stated
reason. For various reasons, the Trust may be
reduced below the
Discretionary Liquidation Amount and could
therefore be terminated
before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin
to sell Securities in
connection with the termination of the Trust
during the period beginning
nine business days prior to, and no later than,
the Mandatory
Termination Date. We will determine the manner and
timing of the sale of
Securities. Because the Trustee must sell the
Securities within a
relatively short period of time, the sale of
Securities as part of the
termination process may result in a lower sales
price than might
otherwise be realized if such sale were not
required at this time.
If you do not elect to participate in the Rollover
Option, you will
receive a cash distribution from the sale of the
remaining Securities,
along with your interest in the Income and Capital
Accounts, within a
reasonable time after the Trust is terminated.
Regardless of the
distribution involved, the Trustee will deduct
from the Trust any
accrued costs, expenses, advances or indemnities
provided for by the
Indenture, including estimated compensation of the
Trustee and costs of
liquidation and any amounts required as a reserve
to pay any taxes or
other governmental charges.
Information on the Sponsor, Trustee,
Shareholder
Servicing Agent and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the
underwriting, trading and
wholesale distribution of unit investment trusts
under the "First Trust"
brand name and other securities. An Illinois
limited partnership formed
in 1991, we act as Sponsor for successive series
of:
- The First Trust Combined Series
- FT Series (formerly known as The First Trust
Special Situations Trust)
- The First Trust Insured Corporate Trust
- The First Trust of Insured Municipal Bonds
- The First Trust GNMA
First Trust introduced the first insured unit
investment trust in 1974.
To date we have deposited more than $27 billion in
First Trust unit
investment trusts. Our employees include a team of
professionals with
many years of experience in the unit investment
trust industry.
We are a member of the National Association of
Securities Dealers, Inc.
and Securities Investor Protection Corporation.
Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois
60532; telephone number
(630) 241-4141. As of December 31, 1999, the total
partners' capital of
Nike Securities L.P. was $19,881,035 (audited).
This information refers only to us and not to the
Trust or to any series
of the Trust or to any other dealer. We are
including this information
only to inform you of our financial responsibility
and our ability to
carry out our contractual obligations. We will
provide more detailed
financial information on request.
Code of Ethics. The Sponsor and the Trust have
adopted a code of ethics
requiring the Sponsor'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 the Trust.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its
principal executive
office located at 270 Park Avenue, New York, New
York 10017 and its unit
Page 17
investment trust office at 4 New York Plaza, 6th
Floor, New York, New
York, 10004-2413. If you have questions regarding
the Trust, you may
call the Customer Service Help Line at 1-800-682-
7520. The Trustee is
supervised by the Superintendent of Banks of the
State of New York, the
Federal Deposit Insurance Corporation and the
Board of Governors of the
Federal Reserve System.
The Trustee has not participated in selecting the
Securities; it only
provides administrative services.
The Shareholder Servicing Agent.
The Shareholder Servicing Agent is BISYS Fund
Services Ohio, Inc. with
its principal place of business at 3435 Stelzer
Road, Columbus, Ohio
43219. If you have questions regarding the Trust,
you may call the
Shareholder Servicing Agent at (800) 266-5240. The
Shareholder Servicing
Agent has not participated in selecting the
Securities; it only provides
administrative services.
Limitations of Liabilities of Sponsor, Shareholder
Servicing Agent and
Trustee.
Neither we, the Shareholder Servicing Agent nor
the Trustee will be
liable for taking any action or for not taking any
action in good faith
according to the Indenture. We will also not be
accountable for errors
in judgment. We will only be liable for our own
willful misfeasance, bad
faith, gross negligence (ordinary negligence in
the Shareholder
Servicing Agent's and Trustee's case) or reckless
disregard of our
obligations and duties. The Trustee is not liable
for any loss or
depreciation when the Securities are sold. If we
fail to act under the
Indenture, the Trustee may do so, and the Trustee
will not be liable for
any action it takes in good faith under the
Indenture.
The Trustee will not be liable for any taxes or
other governmental
charges or interest on the Securities which the
Trustee may be required
to pay under any present or future law of the
United States or of any
other taxing authority with jurisdiction. Also,
the Indenture states
other provisions regarding the liability of the
Trustee.
If we do not perform any of our duties under the
Indenture or are not
able to act or become bankrupt, or if our affairs
are taken over by
public authorities, then the Trustee may:
- Appoint a successor sponsor, paying them a
reasonable rate not more
than that stated by the SEC;
- Terminate the Indenture and liquidate the Trust;
or
- Continue to act as Trustee without terminating
the Indenture.
The Evaluator.
The Evaluator is First Trust Advisors L.P., an
Illinois limited
partnership formed in 1991 and an affiliate of the
Sponsor. The
Evaluator's address is 1001 Warrenville Road,
Lisle, Illinois 60532.
The Trustee, Sponsor, Shareholder Servicing Agent
and Unit holders may
rely on the accuracy of any evaluation prepared by
the Evaluator. The
Evaluator will make determinations in good faith
based upon the best
available information, but will not be liable to
the Trustee, Sponsor,
Shareholder Servicing Agent or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe
St., Chicago, Illinois,
60603. They have passed upon the legality of the
Units offered hereby
and certain matters relating to federal tax law.
Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as
special New York tax
counsel for the Trust.
Experts.
Ernst & Young LLP, independent auditors, have
audited the Trust's
statement of net assets, including the schedule of
investments, at the
opening of business on the Initial Date of
Deposit, as set forth in
their report. We've included the Trust's statement
of net assets,
including the schedule of investments, in the
prospectus and elsewhere
in the registration statement in reliance on Ernst
& Young LLP's report,
given on their authority as experts in accounting
and auditing.
Supplemental Information.
If you write or call the Trustee, you will receive
free of charge
supplemental information about this Series, which
has been filed with
the SEC and to which we have referred throughout.
This information
states more specific details concerning the
nature, structure and risks
of this product.
Page 18
This page is intentionally left
blank.
Page 19
FIRST TRUST(registered
trademark)
10 Uncommon Values(registered trademark), 2000
Qualified Portfolio
FT 441
Sponsor:
Nike Securities L.P.
1001 Warrenville Road, Suite
300
Lisle, Illinois 60532
1-630-241-4141
Shareholder Servicing Agent:
Trustee:
BISYS Fund Services Ohio, Inc. The Chase
Manhattan Bank
3435 Stelzer Road 4 New York
Plaza, 6th floor
Columbus, Ohio 43219 New York, New
York 10004-2413
1-800-266-5240 1-800-
682-7520
24-Hour
Pricing Line:
1-800-
446-0132
________________________
When Units of the Trust are no longer available,
this prospectus may be
used as a preliminary prospectus for a future
series, in which case you
should note the following:
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY,
SECURITIES OF A FUTURE SERIES
UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE
SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE
WHERE A SALE WOULD BE
ILLEGAL.
________________________
This prospectus contains information relating
to the 10 Uncommon
Values(registered trademark), 2000 Qualified
Portfolio, but does not
contain all of the information about this
investment company as filed
with the Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no. 333-_____) and
- Investment Company Act of 1940 (file no. 811-
05903)
Information about the Trust, including its
Code of Ethics, can be
reviewed and copied at the Securities and
Exchange Commission's Public
Reference Room in Washington D.C. Information
regarding the operation of
the Commission's Public Reference Room may be
obtained by calling the
Commission at 1-202-942-
8090.
Information about the Trust is available on the
EDGAR Database on the
Commission's Internet site
at
http://www.sec.gov.
To obtain copies at prescribed
rates -
Write: Public Reference Section of
the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: [email protected]
__________, 2000
PLEASE RETAIN THIS PROSPECTUS FOR
FUTURE REFERENCE
Page 20
First Trust (registered
trademark)
The FT Series
Information Supplement
This Information Supplement provides additional
information concerning
the structure, operations and risks of the unit
investment trust
contained in FT 441 not found in the prospectus
for the Trust. This
Information Supplement is not a prospectus and
does not include all of
the information you should consider before
investing in the Trust. This
Information Supplement should be read in
conjunction with the prospectus
for the Trust in which you are considering
investing.
This Information Supplement is dated __________,
2000. Capitalized terms
have been defined in the prospectus.
Table of Contents
Risk Factors
Securities
1
Dividends
1
Concentration
Risk Factors
Securities. An investment in Units should be made
with an understanding
of the risks which an investment in common stocks
entails, including the
risk that the financial condition of the issuers
of the Securities or
the general condition of the relevant stock market
may worsen, and the
value of the Securities and therefore the value of
the Units may
decline. Common stocks are especially susceptible
to general stock
market movements and to volatile increases and
decreases of value, as
market confidence in and perceptions of the
issuers change. These
perceptions are based on unpredictable factors,
including expectations
regarding government, economic, monetary and
fiscal policies, inflation
and interest rates, economic expansion or
contraction, and global or
regional political, economic or banking crises.
Both U.S. and foreign
markets have experienced substantial volatility
and significant declines
recently as a result of certain or all of these
factors.
Dividends. Shareholders of common stocks have
rights to receive payments
from the issuers of those common stocks that are
generally subordinate
to those of creditors of, or holders of debt
obligations or preferred
stocks of, such issuers. Common stocks do not
represent an obligation of
the issuer and, therefore, do not offer any
assurance of income or
provide the same degree of protection of capital
as do debt securities.
The issuance of additional debt securities or
preferred stock will
create prior claims for payment of principal,
interest and dividends
which could adversely affect the ability and
inclination of the issuer
to declare or pay dividends on its common stock or
the rights of holders
of common stock with respect to assets of the
issuer upon liquidation or
bankruptcy.
Concentration
Page 1
MEMORANDUM
Re: FT 441
The only difference of consequence (except as described
below) between FT 433, which is the current fund, and FT 441, the
filing of which this memorandum accompanies, is the change in the
series number. The list of securities comprising the Fund, the
evaluation, record and distribution dates and other changes
pertaining specifically to the new series, such as size and
number of Units in the Fund and the statement of condition of the
new Fund, will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the FT
433 Prospectus relate to the series number and size and the date
and various items of information which will be derived from and
apply specifically to the securities deposited in the Fund.
CONTENTS OF REGISTRATION STATEMENT
ITEM A Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.
ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 441 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on June 9, 2000.
FT 441
(Registrant)
By: NIKE SECURITIES L.P.
(Depositor)
By Robert M. Porcellino
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE* DATE
David J. Allen Sole Director of
Nike Securities June 9, 2000
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Combined
Series 258 (File No. 33-63483) and the same is hereby
incorporated by this reference.
S-2
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF ERNST & YOUNG LLP
The consent of Ernst & Young LLP to the use of its name and
to the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement is
filed as Exhibit 4.1 to the Registration Statement.
S-3
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-43693] filed on behalf of The First Trust
Special Situations Trust, Series 22).
1.1.1* Form of Trust Agreement for FT 441 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as Trustee
and First Trust Advisors L.P., as Evaluator and Portfolio
Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
2.2 Copy of Code of Ethics (incorporated by reference to
Amendment No. 1 to form S-6 [File No. 333-31176] filed on behalf
of FT 415).
3.1* Opinion of counsel as to legality of Securities being
registered.
S-4
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
3.4* Opinion of counsel as to advancement of funds by Trustee.
4.1* Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-63483] filed on behalf of The First Trust Combined
Series 258).
___________________________________
* To be filed by amendment.
S-5
