<PAGE>
As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-38640
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------
Amendment No. 1 to
Form S-6
----------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
----------------
A. Exact name of trust:
EQUITY FOCUS TRUSTS--
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
AND
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
B. Name of depositor:
SALOMON SMITH BARNEY INC.
C. Complete address of depositor's principal executive offices:
SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
D. Names and complete address of agent for service:
Copy to:
LAURIE A. HESSLEIN MICHAEL R. ROSELLA, ESQ.
Salomon Smith Barney Inc.
7 World Trade Center Paul, Hastings, Janofsky & Walker LLP
New York, New York 10048 75 East 55th Street
New York, New York 10022
(212) 856-6858
E. Title of securities being registered:
An indefinite number of Units of beneficial interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. Approximate date of proposed sale to the public:
As soon as practicable after the effective date of the registration statement.
[X] Check box if it is proposed that this filing will become effective
immediately upon filing on July 26, 2000 pursuant to Rule 487.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
The Equity Focus Trusts
Uncommon Values
Aggressive Growth Series, 2000
Growth & Income Series, 2000
Unit Investment Trusts
Salomon Smith Barney
A member of citigroup [LOGO]
Uncommon Values Aggressive Growth Series, 2000
and Uncommon Values Growth & Income Series, 2000
consists of two separate unit investment trusts.
Each Trust offers investors the opportunity to
purchase units representing proportionate
interests in a portfolio of equity securities
selected by the TEN+ Selection Committee, based
on the recommendation of Salomon Smith Barney's
Research Department, as the Trust portfolio. The
value of the units of each Trust will fluctuate
with the value of the underlying securities.
The minimum purchase is $250.
The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
Prospectus dated July 26, 2000
Read and retain this Prospectus for future reference
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
Use this Investment Summary to help you decide whether one or both of the
portfolios comprising the Uncommon Values Aggressive Growth Series and Growth &
Income Series is right for you. More detailed information can be found later in
this prospectus.
Investment Objectives
Uncommon Values Aggressive Growth Series, 2000 has a diversified portfolio of
stocks for strong growth-oriented investors. Dividend income is not a primary
objective of this portfolio.
Uncommon Values Growth & Income Series, 2000 has a diversified portfolio of
stocks for growth and income-oriented investors.
There is no guarantee that the objectives of the Trusts will be achieved.
Investment Strategy
Each Trust uses a "buy and hold" strategy with a portfolio of stocks, designed
to remain fixed over its three-year life. Unlike a mutual fund, the portfolios
are not managed; however, a security can be sold under some adverse
circumstances.
Investment Concept and Selection Process
Salomon Smith Barney follows more than 1,600 companies, both in the U.S. and
abroad. In the view of our strategists and equity analysts, the outlook for the
global economy has begun to show signs of improvement, which may enhance the
"pricing power" of certain companies. Some of the holdings of our Uncommon
Values Aggressive Growth Trust have been selected from the higher-growth
sectors of the market, such as technology, telecommunications, and health care.
For the Uncommon Values Growth & Income Trust, our analysts focused on
companies with attractive valuations relative to their anticipated rates of
growth. Some were selected for their potentially defensive characteristics and
others have attractive dividend yields. And a number of selections were made
from industries traditionally considered to be "value-driven," such as energy,
financials, REITS and utilities. But, for both portfolios, we emphasized wide
sector diversification among our top-ranked recommendations for the coming
year.
The process to select the holdings of each of the Trusts drew from Salomon
Smith Barney's far-reaching capabilities in equity research.
Step 1. As a first step, we asked our equity research team of more than 100
analysts to select their "top picks" that fall into the aggressive
growth stock category for the Aggressive Growth portfolio or with the
combination of exceptional growth and income potential for the coming
year for the Growth & Income portfolio.
Step 2. Then, our TEN+ Selection Committee analyzed each candidate in view of
industry trends, overall market conditions and the economy in general.
Step 3. Ultimately, their goal was to "handpick" companies whose stocks could
add "uncommon value" to your portfolio for the coming year.
Principal Risk Factors
The value of your units may increase or decrease depending on the value of the
stocks which make up each portfolio. In addition, the amount of dividends you
receive depends on a particular issuer's dividend policy, the financial
condition of that company and general economic conditions. The Trusts are each
concentrated in stocks which have been ranked High Risk by Salomon Smith Barney
and therefore may have a high degree of price volatility over the life of
2
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
each Trust. The value of the units of a Trust will fluctuate with the value of
the underlying securities and the Trusts are not appropriate for investors
requiring high current income or conservation of capital.
Each portfolio consists primarily of common stocks of domestic issuers. If you
invest in a portfolio, you should understand the potential risks associated
with common stocks:
. The financial condition of the issuer may worsen.
. The overall stock market may falter.
. As a common stockholder, your right to receive payments of any kind
(including dividends or as a result of a liquidation or bankruptcy) from
the issuer is generally inferior to the rights of creditors, debt
holders, or preferred stockholders.
. Common stock is continually subject to stock market fluctuations and to
volatile increases or decreases in value as market confidence in and
perceptions of issuers change.
A unit investment trust is not actively managed and a Trust will not sell
securities in response to ordinary market fluctuations. Instead securities will
not usually be sold until a Trust terminates, which could mean that the sale
price of the Trust securities may not be the highest price at which these
securities traded during the life of that Trust.
When cash or a letter of credit is deposited with instructions to purchase
securities in order to create additional units, an increase in the price of a
particular security between the time of deposit and the time the security is
purchased will cause the units to be comprised of less of that security and
more of the remaining securities. In addition, brokerage fees incurred in
purchasing the securities will be an expense of the Trusts.
Public Offering Price
On the first day units are made available to the public, the public offering
price will be $1.00 per unit, with a minimum purchase of $250. This price is
based on the net asset value of each Trust plus the up-front sales charge.
Beginning on the Date of Deposit, the Trustee will calculate the public
offering price of units by using the closing sales prices of the underlying
securities in the portfolio. The public offering price will change daily
because prices of the underlying stocks will fluctuate.
The public offering price per unit will be calculated by:
. Adding the combined market value of the underlying stocks to any cash
held to purchase securities.
. Dividing that sum by the number of units outstanding.
. Adding an initial sales charge.
In addition, during the initial public offering, a per unit amount sufficient
to reimburse the Sponsor for organization costs is added to the public offering
price. After the initial offering period, the repurchase and cash redemption
price of units will be reduced to reflect the estimated cost of liquidating
securities to meet redemptions.
Market for Units
The Sponsor intends to repurchase units at a price based on the net asset
value. If the Sponsor decides to discontinue the policy of repurchasing units,
you can redeem units through the Trustee, at a price determined by using the
same formula.
3
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
Exchange or Rollover Option and Termination
During the life of a Trust, you may exchange units of one portfolio for units
of any of the other portfolios or a future portfolio, if one is available. When
a Trust is about to terminate, you may have the option to rollover your
proceeds into a future portfolio, if it is available, at a reduced sales
charge. If you decide not to rollover your proceeds into the next portfolio,
you will receive a cash distribution after the Trust terminates. You will pay
your share of expenses associated with an exchange, rollover or termination,
including brokerage commissions on the sale of securities.
Taxation
Your acquisition of units of a Trust will be the acquisition of an asset. In
general, dividends of a Trust will be taxed as ordinary income, whether
received in cash or reinvested in additional units. If you are a foreign
investor, you should be aware that distributions from a Trust will generally be
subject to information reporting and withholding taxes, including with respect
to income from the Trust that is reinvested in additional units.
An exchange of units in one portfolio for units in another portfolio will be
treated as a sale of units, and any gain realized on the exchange,
notwithstanding reinvestment, may be subject to federal, state and local income
tax.
If you are taxed as an individual and have held your units for more than 12
months, you may be entitled to a 20% maximum federal income tax rate on gains,
if any, from the sale of your units.
4
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
FEE TABLE
--------------------------------------------------------------------------------
This Fee Table is intended to help you to understand the costs and expenses
that you will bear directly or indirectly. See Public Sale of Units and
Expenses and Charges. Although each Trust is a unit investment trust rather
than a mutual fund, this information is presented to permit a comparison of
fees.
--------------------------------------------------------------------------------
Unitholder Transaction Expenses
<TABLE>
<CAPTION>
As a %
of Initial
Public Offering Amounts per
Price 1,000 Units
--------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price).............. 4.00% $40.00
==== ======
Reimbursement to Sponsor for Estimated Organiza-
tion Costs....................................... .063% $ .63
==== ======
Estimated Cost of Liquidating Securities to Meet
Redemptions...................................... .086% $ .87
==== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
<CAPTION>
As a % Amounts per
of Net Assets 1,000 Units
--------------- -----------
<S> <C> <C>
Trustee's Fee..................................... .080% $ .77
Maximum Portfolio Supervision, Bookkeeping and Ad-
ministrative Fees................................ .026% $ .25
Other Operating Expenses.......................... .014% $ .14
---- ------
Total............................................ .120% $ 1.16
==== ======
</TABLE>
Example
<TABLE>
<CAPTION>
Cumulative Expenses and Charges
Paid for Period:
-------------------------------
1 year 2 years 3 years
------ ------- -------
<S> <C> <C> <C>
An investor would pay the following expenses
and charges on a $10,000 investment, assuming
the Trust's estimated operating expense ratio
of .120% and a 5% annual return on the
investment throughout the periods............ $418 $430 $443
</TABLE>
The example assumes reinvestment of all dividends and distributions. The
example should not be considered a representation of past or future expenses or
annual rate of return. The actual expenses and annual rate of return may be
higher or lower.
5
<PAGE>
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
FEE TABLE
--------------------------------------------------------------------------------
This Fee Table is intended to help you to understand the costs and expenses
that you will bear directly or indirectly. See Public Sale of Units and
Expenses and Charges. Although each Trust is a unit investment trust rather
than a mutual fund, this information is presented to permit a comparison of
fees.
--------------------------------------------------------------------------------
Unitholder Transaction Expenses
<TABLE>
<CAPTION>
As a %
of Initial
Public Offering Amounts per
Price 1,000 Units
--------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price).............. 4.00% $40.00
==== ======
Reimbursement to Sponsor for Estimated Organiza-
tion Costs....................................... .088% $ .88
==== ======
Estimated Cost of Liquidating Securities to Meet
Redemptions...................................... .101% $ 1.02
==== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
<CAPTION>
As a % Amounts per
of Net Assets 1,000 Units
--------------- -----------
<S> <C> <C>
Trustee's Fee..................................... .089% $ .86
Maximum Portfolio Supervision, Bookkeeping and
Administrative Fees.............................. .026% $ .25
Other Operating Expenses.......................... .015% $ .14
---- ------
Total............................................ .130% $ 1.25
==== ======
</TABLE>
Example
<TABLE>
<CAPTION>
Cumulative Expenses and Charges
Paid for Period:
-------------------------------
1 year 2 years 3 years
------ ------- -------
<S> <C> <C> <C>
An investor would pay the following expenses
and charges on a $10,000 investment, assuming
the Trust's estimated operating expense ratio
of .130% and a 5% annual return on the
investment throughout the periods............ $421 $435 $449
</TABLE>
The example assumes reinvestment of all dividends and distributions. The
example should not be considered a representation of past or future expenses or
annual rate of return. The actual expenses and annual rate of return may be
higher or lower.
6
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
SUMMARY OF ESSENTIAL INFORMATION
AS OF JULY 25, 2000+
Sponsor
Salomon Smith Barney Inc.
Trustee and Distribution Agent
The Bank of New York
Sales Charge
The sales charge is 4.00% of the Public Offering Price (4.167% of the net
amount invested in Securities).
Mandatory Termination Date
August 15, 2003, or at any earlier time by the Sponsor with the consent of
Holders of 51% of the Units then outstanding.
Distributions
For the Aggressive Growth Portfolio, distributions of income, if any, will be
made on the next to last business day of each year, commencing December 28,
2000, to Holders of record on the immediately prior business day of each
year, commencing December 27, 2000. For the Growth & Income Portfolio,
distributions of income, if any, will be made on the 25th day of August,
November, February and May, to Holders of record on the 10th day of such
months. Distributions will be automatically reinvested in additional units of
a Trust unless a Holder elects to receive its distribution in cash. A final
distribution will be made upon termination of a Trust.
Record Day
The business day immediately prior to a Distribution Day for the Aggressive
Growth Portfolio and the 10th day of August, November, February and May for
the Growth & Income Portfolio.
Distribution Day
On the next to last business day of each year, commencing December 28, 2000,
for the Aggressive Growth Portfolio and the 25th day of August, November,
February and May for the Growth & Income Portfolio, and upon termination and
liquidation of a Trust.
Evaluation Time
9:30 A.M. and 4:00 P.M. New York time on July 26, 2000 and 4:00 P.M. New York
time (or earlier close of the New York Stock Exchange) thereafter.
Minimum Value of Trust
The Trust Indenture may be terminated if the net value of a Trust is less
than 40% of the aggregate net asset value of a Trust at the completion of the
initial public offering period.
Trustee's Annual Fee
$.77 per 1,000 Units for the Aggressive Growth Portfolio.
$.86 per 1,000 Units for the Growth & Income Portfolio.
Sponsor's Annual Fee
Maximum of $.25 per 1,000 Units.
------------
+ The Initial Date of Deposit. The Initial Date of Deposit is the date on which
the Trust Indenture between the Sponsor and the Trustee was signed and the
deposit with the Trustee was made.
7
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
SUMMARY OF ESSENTIAL INFORMATION
AS OF JULY 25, 2000
<TABLE>
<CAPTION>
Aggressive Growth &
Growth Income
Portfolio Portfolio
----------- -----------
<S> <C> <C>
Portfolio
Number of issuers of common stock................... 25 20
Percentage of High Risk Securities
(as described in footnote 2 to Portfolios)......... 45.17% 28.69%
Percentage of Speculative Securities
(as described in footnote 2 to Portfolios)......... 11.24% 5.03%
Number of different industry groups.................
Aggressive Growth Portfolio contains the following
industry groups:
Advertising, 1(4.39%); Conglomerate, 1
(4.53%); Consumer Diversified, 1 (3.82%);
Consumer/Restaurants, 1 (4.36%);
Consumer/Retail, 1 (4.28%); Education
Services, 1 (.97%); Energy, 3 (13.83%);
Entertainment, 1 (4.27%); Healthcare, 4
(14.82%); Technology, 1 (3.90%); Technology
Services, 1 (1.98%); Telecommunications,
9 (38.85%).
Growth & Income Portfolio contains the following
industry groups:
Aerospace, 1 (4.40%); Airlines, 1 (4.49%);
Auto Parts, 1 (4.45%); Chemicals, 1 (4.59%);
Consumer Cyclical, 1 (5.48%); Consumer
Products, 1 (4.53%); Energy, 1 (5.46%);
Environmental Services, 1 (4.53%);
Financials, 2 (11.21%); Food, 1 (5.00%);
Healthcare, 2 (11.07%); Lodging, 1 (5.54%);
Office Equipment, 1 (5.49%); REIT, 1 (4.52%);
Technology, 2 (11.20%); Tobacco, 1 (5.03%);
Utilities/Gas Distribution, 1 (3.01%).
Initial Number of Units............................... 2,000,000 2,000,000
Fractional Undivided Interest in Trust Represented by
Each Unit............................................ 1/2,000,000 1/2,000,000
Public Offering Price per 1,000 Units.................
Aggregate Value of Securities in Trust (net of
Organization Costs)................................ $ 1,931,436 $ 1,929,468
=========== ===========
Divided by Number of Units of Trust (times 1,000)... $ 965.72 $ 964.73
Plus Sales Charge of 4.00% of Public Offering Price
(4.167% of the net amount invested in Securities).. $ 40.24 $ 40.20
----------- -----------
Public Offering Price............................... $ 1,005.96 $ 1,004.93
Plus Estimated Organization Costs................... $ .63 $ .88
Plus the Amount in the Income and Capital Accounts.. $ 0 $ 0
----------- -----------
Total............................................... $ 1,006.59 $ 1,005.81
=========== ===========
Sponsor's Repurchase Price and Redemption
Price per 1,000 Units (based on value of underlying
Securities).......................................... $ 966.35 $ 965.61
Sponsor's Profit (Loss) on Deposit.................... $ (1,037) $ 1,623
</TABLE>
8
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee and Unitholders of Uncommon Values Aggressive Growth
Series, 2000 and Uncommon Values Growth & Income Series, 2000:
We have audited the accompanying statements of financial condition, including
the portfolios, of Uncommon Values Aggressive Growth Series, 2000 and Uncommon
Values Growth & Income Series, 2000, as of July 25, 2000. These financial
statements are the responsibility of the Trustee (see note 1 to the statements
of financial condition). Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits 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
statements of financial condition are free of material misstatement. An audit
of a statement of financial condition includes examining, on a test basis,
evidence supporting the amounts and disclosures in that statement of financial
condition. Our procedures included confirmation with the Trustee of an
irrevocable letter of credit deposited on July 25, 2000, for the purchase of
securities, as shown in the statements of financial condition and portfolio of
securities. An audit of a statement of financial condition also includes
assessing the accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall statement of financial condition
presentation. We believe that our audits of the statements of financial
condition provide a reasonable basis for our opinion.
In our opinion, the statements of financial condition referred to above
present fairly, in all material respects, the financial position of Uncommon
Values Aggressive Growth Series, 2000 and Uncommon Values Growth & Income
Series, 2000, as of July 25, 2000, in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
New York, New York
July 25, 2000
9
<PAGE>
UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
Statements of Financial Condition as of Initial Date of Deposit, July 25, 2000
<TABLE>
<CAPTION>
Aggressive Growth
Growth & Income
Portfolio Portfolio
TRUST PROPERTY(1) ---------- ----------
<S> <C> <C>
Investment in Securities:
Contracts to purchase Securities(2).................... $1,932,696 $1,931,228
---------- ----------
Total.................................................. $1,932,696 $1,931,228
========== ==========
LIABILITIES
Reimbursement to Sponsor for Organization Costs(3)...... $ 1,260 $ 1,760
---------- ----------
INTEREST OF UNITHOLDERS
2,000,000 Units of fractional undivided interest
outstanding for each respective Trust:
Cost to investors(4).................................... 2,013,180 2,011,620
Less: Gross underwriting commissions(5)................. 80,484 80,392
Less: Reimbursement to Sponsor for Organization
Costs(3) .............................................. 1,260 1,760
---------- ----------
Net amount applicable to investors...................... 1,931,436 1,929,468
---------- ----------
Total.................................................. $1,932,696 $1,931,228
========== ==========
</TABLE>
------------
(1) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of each of
the Trusts and is responsible for establishing and maintaining a system of
internal controls directly related to, and designed to provide reasonable
assurance as to the integrity and reliability of, financial reporting of
each of the Trusts. The Trustee is also responsible for all estimates and
accruals reflected in each of the Trust's financial statements other than
estimates of organizational costs, for which the Sponsor is responsible.
(2) Aggregate cost to each Trust of the Securities listed under Portfolio of
such Trust, on the Initial Date of Deposit, is determined by the Trustee on
the basis set forth in footnote 4 to the Portfolios. See also the columns
headed Market Value of Securities. An irrevocable letter of credit in the
amount of $5,000,000 has been deposited with the Trustee for the purchase
of Securities. The letter of credit was issued by Svenska Handelsbanken.
(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trusts. These costs have been estimated at $.63 per 1,000 Units for the
Aggressive Growth Portfolio and $.88 per 1,000 Units for the Growth &
Income Portfolio. A payment will be made as of the close of the initial
public offering period to an account maintained by the Trustee from which
the obligation of the investors to the 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 a
Trust.
(4) Aggregate public offering price computed on the basis set forth under
Public Sale of Units--Public Offering Price.
(5) Assumes a sales charge of 4.00% of the Public Offering Price (4.167% of the
net amount invested in the Securities) computed on the basis set forth
under Public Sale of Units--Public Offering Price.
10
<PAGE>
PORTFOLIO OF UNCOMMON VALUES AGGRESSIVE GROWTH SERIES, 2000
ON THE INITIAL DATE OF DEPOSIT, JULY 25, 2000
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Stock Investment Number Percentage Value of
Securities(1) Symbol Ranking(2) of Shares(3) of Portfolio Securities(4)
------------- ------ ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
ALZA Corp. AZA 1-H 1,400 4.33% $ 83,738
America Online # AOL 1-H 1,600 4.60 88,900
Amgen Inc. * AMGN 1-H 1,200 4.57 88,350
Cendant Corp. # CD 1-H 5,600 3.82 73,850
Clear Channel
Communications # CCU 1-M 1,000 3.92 75,750
Digitas Inc. *# DTAS 1-H 1,600 1.98 38,200
Education Management * EDMC 1-H 1,000 0.97 18,813
Enron Corp. # ENE 1-H 1,200 4.46 86,175
FLAG Telecom Hldgs FTHL 1-H 4,700 3.89 75,200
Flextronics Int'l * FLEX 1-H 900 3.90 75,431
Gilat Satellite
Networks * GILTF 1-H 900 4.03 77,850
Global Crossing Ltd. *# GBLX 1-S 3,100 4.69 90,675
Harrah's Entertainment HET 1-M 3,500 4.27 82,469
HCA-The Healthcare
Company HCA 1-H 2,400 3.92 75,750
Home Depot HD 1-L 1,500 4.28 82,688
Infinity Broadcasting
'A' # INF 1-M 2,100 3.79 73,369
Interpublic Grp Co's IPG 1-M 1,900 4.39 84,788
McDonald's Corp. # MCD 1-L 2,700 4.36 84,206
Nabors Industries # NBR 1-M 2,300 4.62 89,413
Nortel Networks NT 1-H 1,100 4.70 90,750
RealNetworks Inc. * RNWK 1-S 1,900 4.55 87,875
Schlumberger Ltd SLB 1-L 1,300 4.75 91,731
Tyco International # TYC 1-M 1,600 4.53 87,600
WorldCom Inc. *# WCOM 1-M 2,000 4.68 90,500
Zoll Medical Corp. # ZOLL 1-S 1,200 2.00 38,625
------ ----------
100.00% $1,932,696
====== ==========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
11
<PAGE>
PORTFOLIO OF UNCOMMON VALUES GROWTH & INCOME SERIES, 2000
ON THE INITIAL DATE OF DEPOSIT, JULY 25, 2000
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Stock Investment Number Percentage Value of
Securities(1) Symbol Ranking(2) of Shares(3) of Portfolio Securities(4)
------------- ------ ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Archer-Daniels-Midland # ADM 1-H 9,900 5.00% $ 96,525
Baxter International BAX 1-M 1,400 5.41 104,475
Chubb Corp. # CB 1-L 1,500 5.58 107,813
Eastman Chemical EMN 1-H 1,900 4.59 88,588
Electronic Data
Systems # EDS 1-M 2,600 5.65 109,200
Equity Office
Properties # EOP 1-M 3,000 4.52 87,375
Exxon Mobil XOM 1-L 1,400 5.46 105,525
Gillette Co. G 2-H 2,900 4.53 87,544
Philips Electronics NV PHG 1-H 2,200 5.55 107,113
Lincoln Nat'l Corp. LHC 1-M 2,400 5.63 108,750
Litton Industries LIT 1-M 1,800 4.40 84,938
New Jersey Resources NJR 1-L 1,500 3.01 58,031
Pfizer, Inc. PFE 1-L 2,500 5.66 109,219
Philip Morris Cos. # MO 1-S 3,800 5.03 97,138
Pitney Bowes # PBI 1-L 2,900 5.49 106,031
Republic Services # RSG 1-H 5,200 4.53 87,425
Snap-on Inc. SNA 1-M 2,900 4.45 85,913
Starwood Hotels and
Resorts HOT 1-M 3,100 5.54 106,950
Target Corp. TGT 1-M 3,500 5.48 105,875
UAL Corp. UAL 1-H 1,600 4.49 86,800
------ ----------
100.00% $1,931,228
====== ==========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
12
<PAGE>
Notes to Portfolios of Securities
(1) All Securities are represented entirely by contracts to purchase
Securities, which were entered into by the Sponsor on July 25, 2000. All
contracts for domestic Securities are expected to be settled by the initial
settlement date for the purchase of Units.
(2) Salomon Smith Barney has assigned these rankings according to the following
system, which uses two codes: a letter for the level of risk (L,M,H,S or V)
and a number for performance expectation (1-5).
RISK assesses predictability of earnings/dividends and stock price volatility:
L (Low Risk): highly predictable earnings/dividends, low price volatility
M (Moderate Risk): moderately predictable earnings/dividends, moderate
price volatility
H (High Risk): low predictability of earnings/dividends, high price
volatility
S (Speculative): exceptionally low predictability of earnings/dividends,
highest risk of price volatility
V (Venture): Risk and return consistent with venture capital, suitable only
for well-diversified portfolios
PERFORMANCE rankings indicate the expected total return (capital gain or loss
plus dividends) over the next 12-18 months, assuming an unchanged, or "flat"
market; performance expectations depend on the risk category assigned to the
stock, as shown in the following chart.
<TABLE>
<CAPTION>
Low Risk Moderate Risk High Risk Speculative
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1 (Buy) Over 15% Over 20% Over 25% Over 30%
2 (Outperform) 5% to 15% 5% to 20% 10% to 25% 10% to 30%
3 (Neutral) -5% to 5% -5% to 5% -10% to 10% -10% to 10%
4 (Underperform) -5% to -15% -5% to -15% -10% to -20% -10% to -20%
5 (Sell) -15% or worse -15% or worse -20% or worse -20% or worse
</TABLE>
These rankings represent current opinions of Salomon Smith Barney research
analysts and are, of course, subject to change; no assurance can be given that
the stocks will perform as expected. These rankings have not been audited by
KPMG LLP.
(3) Per 1,000,000 Units.
(4) Valuation of Securities by the Trustee was made using the market value per
share as of the Evaluation Time on July 25, 2000. On July 26, 2000 only, an
additional valuation of the Securities will be made at 9:30 A.M. New York
time applicable for all orders for units received by the Sponsor prior to
such time. Subsequent to the 9:30 A.M. valuation on July 26, Securities are
valued, for Securities quoted on a national securities exchange or NASDAQ
National Market System, or a foreign securities exchange, at the closing
sale prices, or if no price exists, at the mean between the closing bid and
offer prices, and for Securities not so quoted, at the mean between bid and
offer prices on the over-the-counter market. See Redemption--Computation of
Redemption Price Per Unit.
----------------
The following information is unaudited:
* Salomon Smith Barney Inc., including its parent, subsidiaries and/or
affiliates, usually maintains a market in the securities of this company.
# Within the last three years, Salomon Smith Barney Inc. including its
parent, subsidiaries, affiliates and/or predecessor firms, has acted as
manager (co-manager) of a public offering of the securities of this company
or an affiliate.
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DESCRIPTION OF THE TRUSTS
Objectives of the Trusts
The objective of the Uncommon Values Aggressive Growth Series, 2000 (the
"Aggressive Growth Trust") is to provide investors with the possibility of
capital appreciation through a convenient and cost-effective investment in a
fixed portfolio consisting of shares of the common stocks (the "Securities")
selected by the Sponsor. The Sponsor has selected stocks for the Aggressive
Growth Trust which it considers to have strong potential for capital
appreciation over a period of one year relative to risks and opportunities. The
payment of dividends is not a primary objective of the Aggressive Growth Trust.
The objective of the Uncommon Values Growth & Income Series, 2000 (the "Growth
& Income Trust") is to provide investors with the possibility of capital
appreciation and current dividend income through a convenient and cost-
effective investment in a fixed portfolio consisting of shares of the
Securities selected by the Sponsor. The Sponsor has selected stocks for the
Growth & Income Trust which it considers to have strong potential for capital
appreciation and current dividend income over a period of one year relative to
risks and opportunities. The Aggressive Growth Trust and the Growth & Income
Trust are collectively referred to herein as the "Trusts" or as the
"Portfolios."
Achievement of each of the Trust's objectives is dependent upon several
factors including the financial condition of the issuers of the Securities and
any appreciation of the Securities. Furthermore, because of various factors,
including without limitation, Trust sales charges and expenses, unequal
weightings of stocks, brokerage costs and any delays in purchasing securities
with cash deposited, investors in the Trusts may not realize as high a total
return as the theoretical performance of the underlying stocks in their
respective Portfolios.
Structure and Offering
This Series of Equity Focus Trusts consists of two separate "unit investment
trusts." Each Trust was created under New York law by a Trust Indenture (the
"Indenture") between the Sponsor and the Trustee. To the extent references in
this Prospectus are to articles and sections of the Indenture, which is
incorporated by reference into this Prospectus, the statements made herein are
qualified in their entirety by such reference. On the date of this Prospectus,
each unit of a Trust (a "Unit") represented a fractional undivided interest, as
set forth under the Summary of Essential Information, in the Securities listed
under the respective Trust's Portfolio. Additional Units of a Trust will be
issued in the amount required to satisfy purchase orders by depositing in such
Trust cash (or a bank letter of credit in lieu of cash) with instructions to
purchase Securities, contracts to purchase Securities together with irrevocable
letters of credit, or additional Securities. On each settlement date (estimated
to be three business days after the applicable date on which Securities were
deposited in a Trust), the Units will be released for delivery to investors and
the deposited Securities will be delivered to the Trustee. As additional Units
are issued by the Trusts as a result of the deposit of cash (or a letter of
credit in lieu of cash) with instructions to purchase additional Securities,
the aggregate value of the Securities in the Trusts will be increased and the
fractional undivided interest in the Trusts represented by each Unit will be
decreased. There is no limit on the time period during which the Sponsor may
continue to make additional deposits of Securities into the Trusts.
During the 90-day period following the Initial Date of Deposit additional
deposits of cash or Securities in connection with the issuance and sale of
additional Units will maintain, to the extent practicable, the original
proportionate relationship among the number of shares of each Security in the
Portfolios of each of the Trusts. The proportionate relationship among the
Securities in each of the Trusts will be adjusted to reflect the occurrence of
a stock dividend, a stock split or a similar event which affects the capital
structure of the issuer of a Security in the Trusts but which does not affect
that Trust's percentage ownership of the common stock
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equity of such issuer at the time of such event. It may not be possible to
maintain the exact original proportionate relationship among the Securities
deposited on the Initial Date of Deposit because of, among other reasons,
purchase requirements, changes in prices, brokerage commissions or
unavailability of Securities. Replacement Securities may be acquired under
specified conditions when Securities originally deposited are unavailable (see
Administration of the Trusts--Trust Supervision). Units may be continuously
offered to the public by means of this Prospectus (see Public Sale of Units--
Public Distribution) resulting in a potential increase in the number of Units
outstanding. Deposits of Additional Securities subsequent to the 90-day period
following the Initial Date of Deposit must replicate exactly the proportionate
relationship among the number of shares of each of the Securities comprising
each of the Portfolios of the Trust at the end of the initial 90-day period.
The Public Offering Price of Units prior to the Evaluation Time specified in
the Summary of Essential Information on any day will be based on the aggregate
value of the Securities in a Trust on that day at the Evaluation Time, plus a
sales charge. The Public Offering Price for each of the Trusts will thus vary
in the future from the amount set forth in the Summary of Essential
Information. See Public Sale of Units-Public Offering Price for a complete
description of the pricing of Units.
The Sponsor will execute orders to purchase in the order it determines, in
good faith, that they are received. However, indications of interest received
prior to the effectiveness of the registration of the Trusts which become
orders upon effectiveness will be accepted according to the order in which the
indications of interest were received. Further, orders from such indications of
interest that are made pursuant to the exchange privilege (see Exchange and
Rollover Privileges herein) will be accepted before any other orders for Units.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units. The Sponsor reserves
the right to accept or reject any purchase order in whole or in part.
The holders ("Holders") of Units of each of the Trusts will have the right to
have their Units redeemed for the Securities underlying the Units (see
Redemption). If any Units are redeemed, the aggregate value of Securities in
the Trusts will be reduced and the fractional undivided interest in such Trust
represented by each remaining Unit will be increased. Units of each of the
Trusts will remain outstanding until redeemed upon request to the Trustee by
any Holder (which may include the Sponsor), or termination of the Indenture
(see Administration of the Trusts--Amendment and Termination).
The Portfolios
The Securities in each of the Portfolios have been selected by the TEN+
Selection Committee of Salomon Smith Barney (the "Committee"), which is
comprised of senior management and equity strategists, with the assistance of
the Salomon Smith Barney Research Department. Salomon Smith Barney's Research
Department is staffed by over 100 investment analysts, who currently follow
equities issued by more than 1,600 companies (both domestic and foreign) in 85
industry groups or stock areas of the market. The Securities included in the
Aggressive Growth Trust were selected by the Sponsor as undervalued stocks
deemed to have above average appreciation potential over the 12 months
following the selection of the Portfolio. Many of the Securities included in
the Growth & Income Trust either have paid above-average dividends or were
selected by the Sponsor because they could realize above-average dividend
growth and have the potential for capital appreciation over the 12 months
following the selection of the Portfolio. In arriving at each Trust's
portfolio, the Committee evaluated each analyst's top selections based on the
Committee's analysis of industry trends, overall market conditions and the
current economic environment. The selection is not limited to small, high-
growth companies. The investment
15
<PAGE>
rankings by Salomon Smith Barney normally pertain to an outlook for a 12-18
month period (see footnote 2 to the Portfolios). In selecting Securities for
each of the Trusts, the Sponsor has not expressed any belief as to the
potential of these Securities for capital appreciation over a period longer
than one year. There is, of course, no assurance that any of the Securities in
the Trusts will appreciate in value, and indeed any or all of the Securities
may depreciate in value at any time in the future. See Description of the
Trusts--Risk Factors. Each January for the last 16 years, Smith Barney has
published a list of the top pick in each of the industry groups followed by its
equity analysts. The selection for the Trusts differs both in that it is made
in the middle of the year and in that the Salomon Smith Barney analysts'
selections were screened by the Committee, as described, to arrive at a list of
the Portfolios' stocks.
The results of ownership of Units will differ from the results of ownership
of the underlying Securities of the Trusts for various reasons, including:
. sales charges and expenses of a Trust,
. the Portfolios may not be fully invested at all times,
. the stocks are normally purchased or sold at prices different from the
closing price used to determine each Trust's net asset value, and
. not all stocks may be weighted in the initial proportions at all times.
Additionally, results of ownership to different Holders will vary depending on
the net asset value of the underlying Securities on the days Holders bought and
sold their Units. Of course, any purchaser of securities, including Units, will
have to pay sales charges or commissions, which will reduce his total return.
Total returns and/or average annualized returns for various periods of
previous series of The Uncommon Values Trust and the Trusts may be included
from time to time in advertisements and sales literature. Trust performance may
be compared to performance of the Standard & Poor's 500 Composite Stock Index.
As with other performance data, performance comparisons should not be
considered representative of a Trust's relative performance for any future
period. Advertising and sales literature for the Trusts may also include
excerpts from the Sponsor's research reports on one or more of the stocks in
the Trusts, including a brief description of its business and industry group,
and the basis on which the stock was selected.
All of the domestic Securities are publicly traded either on a stock exchange
or in the over-the-counter market. Most of the contracts to purchase Securities
deposited initially in each of the Trusts are expected to settle in three
business days, in the ordinary manner for such Securities. Any foreign
Securities are publicly traded on a variety of foreign stock exchanges.
Settlement of contracts for foreign Securities varies by country and may take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.
Each of the Trusts consists of such Securities as may continue to be held
from time to time in that Trust and any additional and replacement Securities
and any money market instruments acquired and held by such Trust pursuant to
the provisions of the Indenture (including the provisions with respect to the
deposit into the Trusts of Securities in connection with the sale of additional
Units to the public) together with undistributed income therefrom and
undistributed and uninvested cash realized from the disposition of Securities.
(See Administration of the Trusts--Accounts and Distributions; Trust
Supervision.) The Indenture authorizes, but does not require, the Trustee to
invest the net proceeds of the sale of any Securities in eligible money market
instruments to the extent that the proceeds are not required for the redemption
of Units. Any money market instruments acquired by a Trust must be held until
maturity and must mature no later than the next Distribution Day and the
proceeds distributed to Holders at that time. If sufficient Securities are not
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<PAGE>
available at what the Sponsor considers a reasonable price, excess cash
received on the creation of Units may be held in an interest-bearing account
with the Trustee until that cash can be invested in Securities.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. However, should any
contract deposited hereunder (or to be deposited in connection with the sale of
additional Units) fail, the Sponsor shall, on or before the next following
Distribution Day, cause to be refunded the attributable sales charge, plus the
attributable Market Value of Securities listed under the Portfolio for the
relevant Trust, unless substantially all of the monies held in such Trust to
cover the purchase are reinvested in replacement Securities in accordance with
the Indenture. (See Administration of the Trusts--Trust Supervision.)
Because certain of the Securities from time to time may be sold, or their
percentage may be reduced under certain extraordinary circumstances described
below, or because Securities may be distributed in redemption of Units, no
assurance can be given that either of the Trusts will retain its present size
for any length of time (see Redemption; Administration of the Trusts--Amendment
and Termination). For Holders who do not redeem their Units, investments in
Units of a Trust will be liquidated on the fixed date specified under Mandatory
Termination of Trust, and may be liquidated sooner if the net asset value of a
Trust falls below that specified under Minimum Value of Trust set forth in the
Summary of Essential Information (see Risk Factors).
Income
There is no assurance that dividends on the Securities will be declared or
paid in the future.
Record and Distribution Days for each of the Trusts are set forth under the
Summary of Essential Information. Income distributions, if any, will be
automatically reinvested in additional Units of the appropriate Trust at no
extra charge, unless a Holder elects to receive his distributions in cash (see
Reinvestment Plan). Because dividends on the Securities are not received by the
Trusts at a constant rate throughout the year and because the issuers of the
Securities may change the schedules or amounts or dividend payments, any
distributions, whether reinvested or paid in cash, may be more or less than the
amount of dividend income actually received by a Trust and credited to the
income account established under the Indenture (the "Income Account") as of the
Record Day.
RISK FACTORS
Common Stock
An investment in Units entails certain risks associated with any investment
in common stocks. For example, the financial condition of the issuers of the
Securities or the general condition of the common 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 in value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including:
. expectations regarding government economic, monetary and fiscal policies,
. inflation and interest rates,
. economic expansion or contraction, and
. global or regional political, economic or banking crises.
The Sponsor's buying and selling of the Securities, especially during the
initial offering of Units of the Trusts or to satisfy redemptions of Units, may
impact upon the value of the underlying Securities and the Units. The
publication of the list of the Securities selected for the Trusts may also
cause increased buying activity in certain of the stocks comprising each of the
Portfolios. After such announcement, investment advisory and brokerage clients
of the Sponsor and its affiliates may purchase
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<PAGE>
individual Securities appearing on the list during the course of the initial
offering period or may purchase warrants issued by the Sponsor or its
affiliates which are based on the performance of the Securities on the list.
The Sponsor or its affiliates may also purchase Securities as a hedge against
its risk on the warrants (although generally the Sponsor and its affiliates
will not purchase Securities for their own account until after the Trust
portfolio has been acquired). Such buying activity in the stock of these
companies or issuance of the warrants prior to the purchase of the Securities
by the Trusts may cause the Trusts to purchase stocks at a higher price than
those buyers who effect purchases prior to purchases by the Trust.
The Trusts are not appropriate for investors requiring conservation of
capital or high current income. Securities representing approximately 45.17% of
the value of the Aggressive Growth Trust and 28.69% of the value of the Growth
& Income Trust have been ranked High Risk by Salomon Smith Barney's Research
Department, described as "low predictability of earnings/dividends; high price
volatility." Securities representing approximately 11.24% of the value of the
Aggressive Growth Trust and 5.03% of the value of the Growth & Income Trust
have been ranked Speculative by Salomon Smith Barney's Research Department,
described as "exceptionally low predictability of earnings/dividends; highest
risk of price volatility."
Shareholders of common stocks have rights to receive payments from the
issuers of those common stocks that are generally inferior to those of
creditors or holders of debt obligations or preferred stocks of such issuers.
Shareholders of common stocks of the type held by the Trusts have a right to
receive dividends only when and if, and in the amounts, declared by the
issuer's board of directors and have a right to participate in amounts
available for distribution by the issuer only after all other claims on the
issuer have been paid or provided for. By contrast, holders of preference
stocks have the right to receive dividends at a fixed rate when and as declared
by the issuer's board of directors, normally on a cumulative basis. Dividends
on cumulative preferred stock must be paid before any dividends are paid on
common stock and any cumulative preferred stock dividend which has been omitted
is added to future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also entitled to rights on liquidation
which are senior to those of common stocks. For these reasons, preferred stocks
generally entail less risk than common stock.
Moreover, 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 economic interest of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity, common stocks
have neither a fixed principal amount nor a maturity, and have values which are
subject to market fluctuations for as long as they remain outstanding.
Holders will be unable to dispose of any of the Securities in the Portfolios,
as such, and will not be able to vote the Securities. As the holder of the
Securities, the Trustee will have the right to vote all of the voting stocks in
each of the Trusts and will vote in accordance with the instructions of the
Sponsor. Holders will, however, be able upon request to receive an "in kind"
distribution of the Securities evidenced by their Units if they tender a
minimum of 50,000 Units (see Redemption).
Dividends
Since the Securities are all common stocks, and the income stream produced by
dividend payments thereon is unpredictable, the Sponsor cannot provide any
assurance that dividends will be sufficient to meet any or all expenses of a
Trust. If dividends are insufficient to cover expenses, it is likely that the
Securities will have to be sold to meet Trust
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expenses. See Expenses and Charges -- Payment of Expenses. Any such sales may
result in capital gains or losses to Holders (see Taxes).
Fixed Portfolio
Investors should be aware that the Trusts are not "managed" and as a result,
the adverse financial condition of a company will not result in the elimination
of its securities from the Portfolio of a Trust except under extraordinary
circumstances. Investors should note in particular that the Securities were
selected on the basis of the criteria set forth under Objectives of the Trusts
and that the Trusts may continue to purchase or hold Securities originally
selected through this process even though the evaluation of the attractiveness
of the Securities may have changed. A number of the Securities in the Trusts
may also be owned by other clients of the Sponsor. However, because these
clients may have differing investment objectives, the Sponsor may sell certain
Securities from those accounts in instances where a sale by the Trusts would be
impermissible, such as to maximize return by taking advantage of market
fluctuations. See Administration of the Trusts -- Trust Supervision. In the
event a public tender offer is made for a Security or a merger or acquisition
is announced affecting a Security, the Sponsor may instruct the Trustee to
tender or sell the Security on the open market when, in its opinion, it is in
the best interest of the Holders of the Units to do so.
Although each Portfolio is regularly reviewed and evaluated and the Sponsor
may instruct the Trustee to sell Securities under certain limited
circumstances, Securities will not be sold by the Trusts to take advantage of
market fluctuations or changes in anticipated rates of appreciation. As a
result, the amount realized upon the sale of the Securities may not be the
highest price attained by an individual Security during the life of the Trusts.
The prices of single shares of each of the Securities in the Trusts vary
widely, and the effect of a dollar of fluctuation, either higher or lower, in
stock prices will be much greater as a percentage of the lower-price stocks'
purchase price than as a percentage of the higher-price stocks' purchase price.
Additional Securities
Investors should note that in connection with the issuance of additional
Units during the Public Offering Period the Sponsor may deposit cash (or a
letter of credit in lieu of cash) with instructions to purchase Securities,
additional Securities or contracts to purchase Securities, in each instance
maintaining the original percentage relationship, subject to adjustment under
certain circumstances, among the number of shares of each Security in a Trust.
To the extent the price of a Security increases or decreases between the time
cash is deposited with instructions to purchase the Security and the time the
cash is used to purchase the Security, Units may represent less or more of that
Security and more or less of the other Securities in the Trusts. In addition,
brokerage fees (if any) incurred in purchasing Securities with cash deposited
with instructions to purchase the Securities will be an expense of the Trusts.
Price fluctuations between the time of deposit and the time the Securities are
purchased, and payment of brokerage fees, will affect the value of every
Holder's Units and the Income per Unit received by each of the Trusts. Finally,
pursuant to the terms of the Indenture, subsequent deposits to create
additional Units might not be covered by the deposit of cash (or a letter of
credit in lieu of cash). In such circumstances, should the Sponsor not deliver
cash in consideration for the additional Units delivered, the Trusts may be
unable to satisfy their contracts to purchase the additional Securities. The
failure of the Sponsor to deliver cash to a Trust, or any delays in a Trust
receiving such cash, may have significant adverse consequences for that Trust.
Some of the Securities may have limited trading volume. The Trustee, with
directions from the Sponsor, will endeavor to purchase Securities with
deposited cash as soon as practicable reserving the right to purchase those
Securities over the 20 business days following each deposit in an effort to
reduce the effect of these purchases on the market price of those stocks. This
could, however, result in the Trusts' failure to participate in any
appreciation of those stocks before the cash is invested. If any cash remains
at the end of this period (and such date
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is within the 90-day period following the Initial Date of Deposit) and cannot
be invested in one or more stocks at what the Sponsor considers reasonable
prices, it intends to use that cash to purchase each of the other securities in
the original proportionate relationship among those securities. Similarly, at
termination of each of the Trusts, the Sponsor reserves the right to sell
Securities over a period of up to 20 business days to lessen the impact of its
sales on the market price of the Securities. The proceeds received by Holders
following termination of each of the Trusts will reflect the actual sales
proceeds received on the Securities, which will likely differ from the closing
sale price on the Mandatory Termination Date.
Organization Costs
The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for each of the Trust's
organization costs will be purchased in the same proportionate relationship as
all the Securities contained in the Trusts. Securities will be sold to
reimburse the Sponsor for each of the Trust's organization costs after the
completion of the initial public offering period, which is expected to be 90
days from the Initial Date of Deposit (a significantly shorter time period than
the life of the Trusts). During the initial public offering period, there may
be a decrease in the value of the Securities. To the extent the proceeds from
the sale of these Securities are insufficient to repay the Sponsor for each of
the Trusts' organization costs, the Trustee will sell additional Securities to
allow the Trusts to fully reimburse the Sponsor. In that event, the net asset
value per Unit 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 amount set forth under "Plus Estimated
Organization Costs" in the Summary of Essential Information, this will result
in a greater effective cost per Unit to Holders for the reimbursement to the
Sponsor. When Securities are sold to reimburse the Sponsor for organization
costs, the Trustee will sell such Securities to an extent which will maintain
the same proportionate relationship among the Securities contained in the
Trusts as existed prior to such sale.
Termination
A Trust may be terminated at any time and all outstanding Units liquidated if
the net asset value of the Trust falls below 40% of the aggregate net asset
value of that Trust at the completion of the initial public offering period.
Investors should note that if the net asset value of a Trust should fall below
the applicable minimum value, the Sponsor may then in its sole discretion
terminate such Trust before the Mandatory Termination Date specified in the
Summary of Essential Information.
Technology/Telecommunications Industries
The Aggressive Growth Trust may be considered to be concentrated in common
stock of companies engaged in technology related and/or telecommunications
industries. A Trust is considered to be "concentrated" in a particular industry
when the securities in that industry constitute 25% or more of the total assets
of the portfolio. The Aggressive Growth Trust's investments in securities of
technology related companies present certain risks that may not exist to the
same degree in other types of investments. Technology stocks, in general, tend
to be relatively volatile as compared to other types of investments. Any such
volatility will be reflected in the value of the Aggressive Growth Trust's
Units. The technology and science areas may be subject to greater governmental
regulation than many other areas and changes in governmental policies and the
need for regulatory approvals may have a material adverse affect on these
areas. Additionally, companies in these areas may be subject to risks of
developing technologies, competitive pressures and other factors and are
dependent upon consumer and business acceptance as new technologies evolve.
Competitive pressures may have a significant effect on the financial condition
of companies in the technology sector. For example, if technology continues to
advance at an accelerate rate, and the number of companies and product
offerings continues to expand, these companies could become
20
<PAGE>
increasingly sensitive to short product cycles and aggressive pricing. Further,
companies in the technology industry spend heavily on research and development
and are subject to the risk that their products or services may not prove
commercially successful or may become obsolete quickly.
Certain companies whose securities are included in the Aggressive Growth
Trust are engaged in providing local, long-distance and wireless services, in
the manufacture of telecommunications products and in a wide range of other
activities including directory publishing, information systems and the
operation of voice, data and video telecommunications networks.
Payment on common stocks of companies in the telecommunications industry,
including local, long-distance and cellular service, the manufacture of
telecommunications equipment, and other ancillary services, is generally
dependent upon the amount and growth of customer demand, the level of rates
permitted to be charged by regulatory authorities and the effects of inflation
on the cost of providing services and the rate of technological innovation. To
meet increasing competition, companies may have to commit substantial capital,
particularly in the formulation of new products and services using new
technology. Telecommunications companies are undergoing significant change due
to varying and evolving levels of governmental regulation or deregulation and
other factors. As a result, competitive pressures are intense and the
securities of such companies may be subject to significant price volatility.
The companies in the Aggressive Growth Trust may consist of former government
owned telecommunications systems that have been privatized. The Sponsor cannot
predict whether such privatization will continue in the future or what, if any,
effect this will have on the Aggressive Growth Trust.
Small Capitalization Stock
Investing in small capitalization stocks may involve greater risk than
investing in medium and large capitalization stocks, since they can be subject
to more abrupt or erratic price movements. Small market capitalization
companies ("Small-Cap Companies") are those with market capitalizations of
$1 billion or less at the time of a Trust's investment. Many Small-Cap
Companies will have had their securities publicly traded, if at all, for only a
short period of time and will not have had the opportunity to establish a
reliable trading pattern through economic cycles. The price volatility of
Small-Cap Companies is relatively higher than larger, older and more mature
companies. The greater price volatility of Small-Cap Companies may result from
the fact that there may be less market liquidity, less information publicly
available or fewer investors who monitor the activities of these companies. In
addition, the market prices of these securities may exhibit more sensitivity to
changes in industry or general economic conditions. Some Small-Cap Companies
will not have been in existence long enough to experience economic cycles or to
demonstrate whether they are sufficiently well managed to survive downturns or
inflationary periods. Further, a variety of factors may affect the success of a
company's business beyond the ability of its management to prepare or
compensate for them, including domestic and international political
developments, government trade and fiscal policies, patterns of trade and war
or other military conflict which may affect industries or markets or the
economy generally.
Foreign Securities
The Trusts may hold Securities of non-U.S. issuers directly and/or through
American Depository Receipts ("ADRs"). There are certain risks involved in
investing in securities of foreign companies, which are in addition to the
usual risks inherent in United States investments. These risks include those
resulting from:
. fluctuations in currency exchange rates or revaluation of currencies,
. future adverse political and economic developments and the possible
imposition of
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<PAGE>
currency exchange blockages or other foreign laws or restrictions,
. reduced availability of public information concerning issuers, and
. the lack of uniform accounting, auditing and financial reporting
standards or other regulatory practices and requirements comparable to
those applicable to domestic companies.
Moreover, securities of many foreign companies may be less liquid and their
prices more volatile than those of securities of comparable domestic companies.
In addition, with respect to certain foreign countries, there is the
possibility of expropriation, nationalization, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Trusts,
including the withholding of dividends. Foreign securities may be subject to
foreign government taxes that could reduce the yield on such securities. Since
the Trusts may invest in securities quoted in currencies other than the United
States dollar, changes in foreign currency exchange rates may adversely affect
the value of foreign securities in the Portfolios and the net asset value of
Units of the Trusts. Investment in foreign securities may also result in higher
expenses due to the cost of converting foreign currency to United States
dollars, the payment of fixed brokerage commissions on certain foreign
exchanges, which generally are higher than commissions on domestic exchanges,
and expenses relating to foreign custody.
In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less publicly
available information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic issuers. However, the Sponsor anticipates that adequate
information will be available to allow the Sponsor to supervise the Portfolios
as set forth in Administration of the Trusts -- Trust Supervision.
On the basis of the best information available to the Sponsor at the present
time, none of the Securities is subject to exchange control restrictions under
existing law which would materially interfere with payment to the Trusts of
dividends due on, or proceeds from sale of, the Securities either because the
particular jurisdictions have not adopted any currency regulations of this type
or because the issues qualify for an exemption, or the Trusts, as
extraterritorial investors, have qualified their purchase of the Securities as
exempt by following applicable "validation" or similar regulatory or exemptive
procedures. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payments to the Trusts.
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of international
securities in the Portfolios and on the ability of the Trusts to satisfy their
obligation to redeem Units tendered to the Trustee for redemption (see
Redemption).
Exchange Rate Fluctuation
In recent years, foreign exchange rates have fluctuated sharply. Income from
foreign equity securities held by the Trusts, including those underlying any
ADRs held by a Trust, would be payable in the currency of the country of their
issuance. However, the Trusts will compute their income in United States
dollars, and the computation of income will be made on the date of its receipt
by the Trusts at the foreign exchange rate in effect on that date. Therefore,
if the value of the foreign currency falls relative to the United States dollar
between receipt of the income and its conversion to United States dollars, the
risk of such decline will be borne by Holders. In addition, the cost of
converting such foreign currency to United States dollars would also reduce the
return to the Holder.
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<PAGE>
American Depositary Shares and Receipts
American Depositary Shares ("ADSs"), and receipts therefor ("ADRs"), are
issued by an American bank or trust company to evidence ownership of
underlying securities issued by a foreign corporation. These instruments may
not necessarily be denominated in the same currency as the securities into
which they may be converted. Generally, ADSs and ADRs are designed for use in
the United States securities markets. For purposes of this Prospectus the term
ADR generally includes ADSs.
Legal Proceedings and Legislation
At any time after the Initial Date of Deposit, additional legal proceedings
may be initiated on various grounds, or legislation may be enacted, with
respect to any of the Securities in the Trusts or to matters involving the
business of the issuer of the Securities. There can be no assurance that
future legal proceedings or legislation will not have a material adverse
impact on the Trusts or will not impair the ability of the issuers of the
Securities to achieve their business and investment goals.
PUBLIC SALE OF UNITS
Public Offering Price
The Public Offering Price of the Units for each of the Trusts is computed by
adding the sales charge of 4.167% to the aggregate value of the Securities in
a Trust (as determined by the Trustee) and any cash held, divided by the
number of Units of the Trust outstanding. This sales charge is equal to a
gross underwriting profit of 4.00% of the Public Offering Price and is subject
to change by the Sponsor at any time. For most investors the commissions to
purchase and sell the stocks directly would exceed the Trust's 4.00% sales
charge and expenses. In addition, during the initial public offering period a
portion of the Public Offering Price per 1,000 Units for each of the Trusts
also consists of an amount sufficient to reimburse the Sponsor for the payment
of all or a portion of the cost incurred in organizing a Trust, see Expenses
and Charges--Initial Expenses. The sales charge will not be assessed on those
Securities in each of the Trusts purchased with the proceeds of the Public
Offering Price that are intended to be liquidated to reimburse the Sponsor for
the organization costs.
Orders for Units received by the Sponsor prior to 9:30 A.M. on July 26, 2000
(the first day Units will be available to the public) will be made at $1.00
per Unit (including the sales charge). To allow Units to be priced at $1.00,
the Units outstanding as of the 9:30 A.M. Evaluation Time on July 26 (all of
which are held by the Sponsor) will be split (or split in reverse). The Public
Offering Price subsequent to 9:30 A.M. on July 26, 2000 and on any subsequent
date will vary from the Public Offering Price on the date of the initial
Prospectus (set forth under Investment Summary) in accordance with
fluctuations in the aggregate value of the underlying Securities. Units will
be sold to investors at the Public Offering Price next determined after
receipt of the investor's purchase order. A proportionate share of the amount
in the Income Account (described under Administration of the Trusts--Accounts
and Distributions) on the date of delivery of the Units to the purchaser is
added to the Public Offering Price.
The sales charge applicable to quantity purchases is reduced on a graduated
scale for sales to any purchaser of at least 50,000 Units. Sales charges
(until October 2, 2000) are as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 4.000% 4.167%
50,000 but less than 100,000.............................. 3.500 3.627
100,000 but less than 250,000............................. 3.000 3.093
250,000 but less than 500,000............................. 2.500 2.564
500,000 but less than 1,000,000........................... 2.000 2.041
1,000,000 or more......................................... 1.500 1.523
</TABLE>
------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1 per Unit and will be applied
on whichever basis is more favorable to the investor.
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<PAGE>
Commencing October 2, 2000 the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 3.000% 3.093%
50,000 but less than 100,000.............................. 2.625 2.696
100,000 but less than 250,000............................. 2.250 2.302
250,000 but less than 500,000............................. 1.875 1.911
500,000 but less than 1,000,000........................... 1.500 1.523
1,000,000 or more......................................... 1.125 1.138
Commencing January 2, 2001, the sales charge will be reduced as follows:
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 2.000% 2.041%
50,000 but less than 100,000.............................. 1.750 1.781
100,000 but less than 250,000............................. 1.500 1.523
250,000 but less than 500,000............................. 1.250 1.266
500,000 but less than 1,000,000........................... 1.000 1.010
1,000,000 or more......................................... 0.750 0.756
</TABLE>
Commencing April 2, 2001, the sales charge will be 1.00% of the Public
Offering Price for purchases of up to 1 million Units (1.010% of the net amount
invested) and will be 0.750% of Public Offering Price for purchases of 1
million Units or more (0.756% of the net amount invested).
The holders of units of Uncommon Values Aggressive Growth Series, 1999, 1998
or 1997; Uncommon Values Growth & Income Series, 1999, 1998 or 1997; or
Uncommon Values, 1999, 1998 Series or 1997 Series (collectively, the "Prior
Series"), which are held through accounts at the Sponsor, or one of its
affiliates, may exchange such units of the Prior Series for Units of either of
the Trusts at their relative net asset values, subject to a reduced sales
charge of 3.00%. An exchange of units of a Prior Series for Units of a Trust
will generally be a taxable event. The exchange option described above will
also be available to investors in the Prior Series who elect to purchase Units
of a Trust (if available) within 60 days of their liquidation of units in the
Prior Series which were held through accounts at the Sponsor, Salomon Brothers
Inc, or one of their affiliates (see Exchange and Rollover Privileges). The
sales charge applicable to such exchanges will be reduced on a graduated scale,
for exchanges of at least 50,000 Units of a Prior Series, as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 3.000% 3.093%
50,000 but less than 100,000.............................. 2.625 2.696
100,000 but less than 250,000............................. 2.250 2.302
250,000 but less than 500,000............................. 1.875 1.911
500,000 but less than 1,000,000........................... 1.500 1.523
1,000,000 or more......................................... 1.125 1.138
</TABLE>
The above graduated sales charges will apply to all purchases on any one day
by the same purchaser of Units of one, or both the Trusts on an aggregated
basis, in the amounts stated. Units held in the name of the spouse of the
purchaser or in the name of a child of the purchaser under 21 years of age are
deemed to be registered in the name of the purchaser for purposes of
calculating the applicable sales charge. The graduated sales charges are also
applicable to a trustee or other fiduciary purchasing securities for a single
trust estate or single fiduciary account.
There will be a valuation of Securities at 9:30 A.M. New York time only on
July 26, 2000 applicable for all orders for Units received by the Sponsor prior
to such time. Subsequently, valuation of Securities by the Trustee is made as
of the close of business on the New York Stock Exchange on each business day.
Securities quoted on a national stock exchange or Nasdaq National Market are
valued at the closing sale price, or, if no closing
------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1 per Unit and will be applied
on whichever basis is more favorable to the investor.
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<PAGE>
sales price exists, at the mean between the closing bid and offer prices.
Securities not so quoted are valued at the mean between bid and offer prices.
Employees of the Sponsor and its subsidiaries, affiliates and employee-
related accounts may purchase Units pursuant to employee benefit plans, at a
price equal to the aggregate value of the Securities in a Trust divided by the
number of Units outstanding plus a reduced sales charge of .5%. Sales to these
plans involve less selling effort and expense than sales to employee groups of
other companies.
Public Distribution
Units will be distributed to the public at the Public Offering Price through
the Sponsor, as sole underwriter of the Trusts, and may also be distributed
through dealers.
The Sponsor intends to qualify Units of each of the Trusts for sale in all
states of the United States where qualification is deemed necessary through the
Sponsor and dealers who are members of the National Association of Securities
Dealers, Inc. Sales to dealers, if any, will initially be made at prices which
represent a concession from the Public Offering Price per Unit to be
established at the time of sale by the Sponsor.
Underwriter's and Sponsor's Profits
The Sponsor, as sole underwriter, receives a gross underwriting commission
equal to the sales charge of 4.00% of the Public Offering Price (subject to
reduction on a graduated scale basis in the case of volume purchases, and
subject to reduction for purchasers as described under Public Offering Price
above).
On the Initial Date of Deposit, the Sponsor also realized a profit or loss on
deposit of the Securities into each of the Trusts in the amount set forth under
Investment Summary, which equals the difference between the cost of the
Securities to a Trust (which is based on the aggregate value of the Securities
on the Date of Deposit) and the purchase price of such Securities to the
Sponsor. In the event that subsequent deposits are effected by the Sponsor with
the deposit of Securities (as opposed to cash or a letter of credit) with
respect to the sale of additional Units to the public, the Sponsor similarly
may realize a profit or loss. The Sponsor also may realize profits or sustain
losses as a result of fluctuations after the Initial Date of Deposit in the
aggregate value of the Securities and hence of the Public Offering Price
received by the Sponsor for Units. Cash, if any, made available by buyers of
Units to the Sponsor prior to the settlement dates for purchase of Units may be
used in the Sponsor's business and may be of benefit to the Sponsor.
The Sponsor also receives an annual fee at the maximum rate of $.25 per 1,000
Units for the administrative and other services which it provides during the
life of the Trusts (see Expenses and Charges--Fees). The Sponsor has not
participated as sole underwriter or manager or member of any underwriting
syndicate from which any of the Securities in the Portfolios on the Initial
Date of Deposit were acquired, except as indicated under Portfolio.
In maintaining a market for the Units (see Market for Units), the Sponsor
will also realize profits or sustain losses in the amount of any difference
between the prices at which it buys Units (based on the aggregate value of the
Securities) and the prices at which it resells such Units (which include the
sales charge) or the prices at which the Securities are sold after it redeems
such Units, as the case may be.
MARKET FOR UNITS
While the Sponsor is not obligated to do so, its intention is to maintain a
market for Units and offer continuously to purchase Units from the Initial Date
of Deposit at prices, subject to change at any time, which will be computed by
adding:
. the aggregate value of Securities in a Trust,
. amounts in a Trust, including dividends receivable on stocks trading ex-
dividend, and
. all other assets in a Trust.
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<PAGE>
deducting therefrom the sum of:
. taxes or other governmental charges against a Trust not previously
deducted,
. accrued fees and expenses of the Trustee (including legal and auditing
expenses), the Sponsor and counsel to a Trust and certain other expenses,
and
. amounts for distribution to Holders of record as of a date prior to the
evaluation.
The result of the above computation is divided by the number of Units
outstanding as of a date prior to the evaluation, and the result of such
computation is divided by the number of Units outstanding as of the date of
computation. The Sponsor may discontinue purchases of Units if the supply of
Units exceeds demand or for any other business reason. The Sponsor, of course,
does not in any way guarantee the enforceability, marketability or price of any
Securities in the Portfolios or of the Units. On any given day, however, the
price offered by the Sponsor for the purchase of Units shall be an amount not
less than the Redemption Price per Unit, based on the aggregate value of
Securities in a Trust on the date on which the Units of such Trust are tendered
for redemption (see Redemption).
The Sponsor may, of course, redeem any Units it has purchased in the
secondary market to the extent that it determines that it is undesirable to
continue to hold such Units in its inventory. Factors which the Sponsor will
consider in making such a determination will include the number of units of all
series of unit trusts which it has in its inventory, the saleability of such
units and its estimate of the time required to sell such units and general
market conditions. For a description of certain consequences of such redemption
for the remaining Holders, see Redemption.
REDEMPTION
Units may be redeemed by the Trustee at its corporate trust office upon
payment of any relevant tax without any other fee, accompanied by a written
instrument or instruments of transfer with the signature guaranteed by a
national bank or trust company, a member firm of any of the New York, Midwest
or Pacific Stock Exchanges, or in such other manner as may be acceptable to 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.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions (see Administration of the Trusts -- Accounts and
Distributions). The Securities to be sold will be selected by the Trustee from
those designated on the current list provided by the Sponsor for this purpose.
After the initial public offering period, the Redemption Price per Unit will be
reduced to reflect the estimated cost of liquidating securities to meet
redemptions. Provision is made in the Indenture under which the Sponsor may,
but need not, specify minimum amounts in which blocks of Securities are to be
sold in order to obtain the best price for the Trusts. While these minimum
amounts may vary from time to time in accordance with market conditions, the
Sponsor believes that the minimum amounts which would be specified would be a
sufficient number of shares to obtain institutional rates of brokerage
commissions (generally between 1,000 and 5,000 shares).
The Trustee will redeem Units "in kind" upon request of redeeming Holder if
the Holder tenders at least 50,000 Units. Thus, a Holder will be able (except
during a period described in the last paragraph under this heading), not later
than the seventh calendar day following such tender (or if the seventh calendar
day is not a business day, on the first business day prior thereto), to receive
in kind an amount per Unit equal to the Redemption Price per Unit (computed as
described in Redemption--Computation of Redemption Price per Unit) as
determined as of the day of tender. The Redemption
26
<PAGE>
Price per Unit for in kind distributions (the "In Kind Distribution") will take
the form of the distribution of whole and fractional shares of each of the
Securities in the amounts and the appropriate proportions represented by the
fractional undivided interest in a Trust of the Units tendered for redemption
(based upon the Redemption Price per Unit), except that with respect to any
foreign Security not held in ADR form, the value of that Security will be
distributed in cash.
In Kind Distributions on redemption of a minimum of 50,000 Units will be held
by The Bank of New York, as Distribution Agent, for the account, and for
disposition in accordance with the instructions of, the tendering Holder as
follows:
(a) If the tendering Holder requests cash payment, the Distribution Agent
shall sell the In Kind Distribution as of the close of business on the date
of tender and remit to the Holder not later than seven calendar days
thereafter the net proceeds of sale, after deducting brokerage commissions
and transfer taxes, if any, on the sale. The Distribution Agent may sell
the Securities through the Sponsor, and the Sponsor may charge brokerage
commissions on those sales. Since these proceeds will be net of brokerage
commissions, Holders who wish to receive cash for their Units should always
offer them for sale to the Sponsor in the secondary market before seeking
redemption by the Trustee. The Trustee may offer Units tendered for
redemption and cash liquidation to the Sponsor on behalf of any Holder to
obtain this more favorable price for the Holder.
(b) If the tendering Holder requests distribution in kind, the
Distribution Agent (or the Sponsor acting on behalf of the Distribution
Agent) shall sell any portion of the In Kind Distribution represented by
fractional interests in accordance with the foregoing and distribute net
cash proceeds to the tendering Holder together with certificates
representing whole shares of each of the Securities that comprise the In
Kind Distribution. (The Trustee may, however, offer the Sponsor the
opportunity to purchase the tendered Units in exchange for the numbers of
shares of each Security and cash, if any, which the Holder is entitled to
receive. The tax consequences to the Holder would be identical in either
case.)
Any amounts paid on redemption representing income received will be withdrawn
from the Income Account to the extent funds are available (an explanation of
such Account is set forth under Administration of the Trusts -- Accounts and
Distributions). In addition, in implementing the redemption procedures
described above, the Trustee and the Distribution Agent shall make any
adjustments necessary to reflect differences between the Redemption Price of
the Units and the value of the In Kind Distribution as of the date of tender.
To the extent that Securities are distributed in kind, the size of the Trust
will be reduced.
A Holder may tender Units for redemption on any weekday (a "Tender Day")
which is not one of the following: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day (observed), Independence Day, Labor
Day, Thanksgiving or Christmas. The right of redemption may be suspended and
payment postponed for any period, determined by the Securities and Exchange
Commission ("SEC"), (1) during which the New York Stock Exchange, Inc. is
closed other than for customary weekend and holiday closings, (2) during which
the 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 (3) for such periods as the SEC may by order permit.
Computation of Redemption Price Per Unit
Redemption Price per Unit is computed by the Trustee as of the Evaluation
Time on each June 30 and December 31 (or the last business day prior thereto),
as of the Evaluation Time next following the tender of any Unit for redemption
on any Tender Day, and on any other business day desired by the
27
<PAGE>
Trustee or the Sponsor, by adding (1) the aggregate value of the Securities
determined by the Trustee, (2) amounts in a Trust including dividends
receivable on stocks trading ex-dividend (with appropriate adjustments to
reflect monthly distributions made to Holders) and (3) all other assets in a
Trust; deducting therefrom the sum of (a) taxes or other governmental charges
against the Trust not previously deducted, (b) accrued fees and expenses of the
Trustee (including legal and auditing expenses), the Sponsor and counsel to a
Trust and certain other expenses and (c) amounts for distribution to Holders of
record as of a date prior to the evaluation; and dividing the result of such
computation by the number of Units outstanding as of the date thereof. As of
the close of the initial public offering period the Redemption Price per 1,000
Units will be reduced to reflect the payment of the per 1,000 Unit organization
costs to the Sponsor. Therefore, the amount of the Redemption Price per 1,000
Units received by a Holder will include the portion representing organization
costs only when such Units are tendered for redemption prior to the close of
the initial public offering period.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: if the Securities are listed on a national
securities exchange or NASDAQ National Market System, or a foreign securities
exchange, such evaluation shall generally be based on the closing sale price on
such exchange (unless the Trustee deems such price inappropriate as a basis for
evaluation) or, if there is no closing sale price on such exchange, at the mean
between the closing offering and bid side evaluation. If the Securities are not
so listed or, if so listed and the principal market therefor is other than on
such exchange, such evaluation shall generally be made by the Trustee in good
faith based on the last reported sales price as of the Evaluation Time on the
over-the-counter market by one or more reporting service (unless the Trustee
deems such mean inappropriate as a basis for evaluation) or, if no such prices
are available, (1) on the basis of the mean between current bid and offer
prices on the over-the-counter market, (2) on the basis of the mean between
current bid and offer prices for comparable securities, (3) by the Trustee's
appraising the value of the Securities in good faith at the mean between the
bid side and the offer side of the market or (4) by any combination thereof.
EXPENSES AND CHARGES
Initial Expenses -- Investors will reimburse the Sponsor on a per 1,000 Units
basis, for all or a portion of the estimated costs incurred in organizing the
Trusts including the cost of the initial preparation, printing and execution of
the registration statement and the indenture, Federal and State registration
fees, the initial fees and expenses of the Trustee, legal expenses and any
other out-of-pocket costs. The estimated organization costs will be paid from
the assets of a Trust as of the close of the initial public offering period. To
the extent that actual organization costs are less than the estimated amount,
only the actual organization costs will be deducted from the assets of a Trust.
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. Any balance of the expenses incurred
in establishing the Trusts, as well as advertising and selling expenses, will
be paid by the Underwriters at no cost to the Trusts.
Fees -- The Trustee's and Sponsor's fees are set forth under Summary of
Essential Information. The Trustee receives for its services as Trustee and
Distribution Agent payable in monthly installments, the amount set forth under
Summary of Essential Information. The Trustee's fee (in respect of services as
Trustee), payable monthly, is based on the largest number of Units outstanding
during the preceding month. Certain regular and recurring expenses of the
Trusts, including certain mailing and printing expenses, are borne by the
Trusts. The Trustee receives benefits to the extent that it holds funds on
deposit in the various non-interest bearing accounts created under the
Indenture. The Sponsor's fee, which is earned for trust supervisory services,
is based on the largest number of Units outstanding
28
<PAGE>
during the year. The Sponsor's fee, which is not to exceed the maximum amount
set forth under Summary of Essential Information, may exceed the actual costs
of providing supervisory services for a Trust, but at no time will the total
amount the Sponsor receives for trust supervisory services rendered to all
series of Salomon Smith Barney Unit Trusts in any calendar year exceed the
aggregate cost to it of supplying these services in that year. In addition, the
Sponsor may also be reimbursed for bookkeeping or other administrative services
provided to the Trusts in amounts not exceeding its cost of providing those
services. The fees of the Trustee and Sponsor may be increased without approval
of Holders in proportion to increases under the classification "All Services
Less Rent" in the Consumer Price Index published by the United States
Department of Labor.
Other Charges -- These include: (1) fees of the Trustee for extraordinary
services (for example, making distributions due to failure of contracts for
Securities), (2) expenses of the Trustee incurred for the benefit of the Trusts
(including legal and auditing expenses) and expenses of counsel designated by
the Sponsor, (3) various governmental charges and fees and expenses for
maintaining the Trusts' registration statement current with Federal and State
authorities, (4) expenses and costs of action taken by the Sponsor, in its
discretion, or the Trustee, in its discretion, to protect the Trusts and the
rights and interests of Holders (for example, expenses in exercising the
Trusts' rights under the underlying Securities), (5) indemnification of the
Trustee for any losses, liabilities and expenses incurred without gross
negligence, bad faith or willful misconduct on its part, (6) indemnification of
the Sponsor for any losses, liabilities and expenses incurred without gross
negligence, bad faith, willful misconduct or reckless disregard of their duties
and (7) expenditures incurred in contacting Holders upon termination of the
Trusts. The amounts of these charges and fees are secured by a lien on the
Trusts.
Payment of Expenses -- Funds necessary for the payment of the above fees will
be obtained in the following manner: (1) first, by deductions from the Income
Accounts (see below), (2) to the extent the Income Accounts funds are
insufficient, by distribution from the Capital Accounts (see below) (which will
reduce income distributions from the Accounts), (3) to the extent the Income
and Capital Accounts are insufficient, by selling Securities from the Portfolio
and using the proceeds to pay the expenses (thereby reducing the net asset
value of the Units).
Since the Securities are all common stocks, and the income stream produced by
dividend payments thereon is unpredictable (see Description of the Trusts --
Risk Factors), the Sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of the Trusts. If dividends are
insufficient to cover expenses, it is likely that Securities will have to be
sold to meet Trust expenses. Any such sales may result in capital gains or
losses to Holders (see Taxes).
ADMINISTRATION OF THE TRUSTS
Records
The Trustee keeps records of the transactions of the Trusts at its corporate
trust office including names, addresses and holdings of all Holders of record,
a current list of the Securities and a copy of the Indenture. Such records are
available to Holders for inspection at reasonable times during business hours.
Accounts and Distributions
Dividends payable to a Trust are credited by the Trustee to an Income
Account, as of the date on which the Trust is entitled to receive such
dividends as a holder of record of the Securities. All other receipts (i.e.,
return of capital, stock dividends, if any, and gains) will be credited by the
Trustee to a Capital Account. If a Holder elects to receive its distribution in
cash, any income distribution for the Holder as of each Record Day will be made
on the following Distribution Day or shortly thereafter and shall consist of an
amount equal to the Holder's pro
29
<PAGE>
rata share of the distributable balance in the Income Account as of such Record
Day, after deducting estimated expenses. The first distribution for persons who
purchase Units between a Record Day and a Distribution Day will be made on the
second Distribution Day following their purchase of Units. In addition, amounts
from a Capital Account may be distributed from time to time to Holders of
Record. No distribution need be made from a Capital Account if the balance
therein is less than an amount sufficient to distribute $5.00 per 1,000 Units.
The Trustee may withdraw from the Income Accounts, from time to time, such
amounts as it deems requisite to establish a reserve for any taxes or other
governmental charges that may be payable out of the Trusts. Funds held by the
Trustee in the various accounts created under the Indenture do not bear
interest.
Purchases at Market Discount -- Certain of the shareholder dividend
reinvestment, stock purchase or similar plans maintained by issuers of the
Securities offer shares pursuant to such plans at a discount from market value.
Subject to any applicable regulations and plan restrictions, the Sponsor
intends to direct the Trustee to participate in any such plans to the greatest
extent possible taking into account the Securities held by the Trusts in the
issuers offering such plans. In such event, the Indenture requires that the
Trustee forthwith distribute in kind to the Distribution Agent the Securities
received upon any such reinvestment to be held for the accounts of the Holders
in proportion to their respective interests in the Trusts. It is anticipated
that Securities so distributed shall immediately be sold. Therefore, the cash
received upon such sale, after deducting sales commissions and transfer taxes,
if any, will be used for cash distributions to Holders.
The Trustee will follow a policy that it will place securities transactions
with a broker or dealer only if it expects to obtain the most favorable prices
and executions of orders. Transactions in securities held in the Trusts are
generally made in brokerage transactions (as distinguished from principal
transactions) and the Sponsor or any of its affiliates may act as brokers
therein if the Trustee expects thereby to obtain the most favorable prices and
execution. The furnishing of statistical and research information to the
Trustee by any of the securities dealers through which transactions are
executed will not be considered in placing securities transactions.
Trust Supervision
Each of the Trusts is a unit investment trust which normally follows a buy
and hold investment strategy and is not actively managed. Therefore the adverse
financial condition of an issuer will not necessarily require the sale of its
Securities from a Portfolio. However, each Portfolio is regularly reviewed.
Traditional methods of investment management for a managed fund (such as a
mutual fund) typically involve frequent changes in a portfolio of securities on
the basis of economic, financial and market analyses. However, while it is the
intention of the Sponsor to continue a Trust's investment in the Securities in
the original proportions, it has the power but not the obligation to direct the
disposition of the Securities upon institution of certain legal proceedings,
default under certain documents adversely affecting future declaration or
payment of anticipated dividends, or a substantial decline in price or the
occurrence of materially adverse credit factors that, in the opinion of the
Sponsor, would make the retention of the Securities detrimental to the
interests of the Holders. The Sponsor intends to review the desirability of
retaining in a Portfolio any Security if its investment rating is reduced below
3 by the Sponsor's Research Department. The Sponsor is authorized under the
Indenture to direct the Trustee to invest the proceeds of any sale of
Securities not required for redemption of Units in eligible money market
instruments having fixed final maturity dates no later than the next
Distribution Day (at which time the proceeds from the maturity of said
instrument shall be distributed to Holders) which are selected by the Sponsor
and which will include only the following instruments:
(i) Negotiable certificates of deposit or time deposits of domestic banks
which are members of the Federal Deposit Insurance
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Corporation and which have, together with their branches or subsidiaries,
more than $2 billion in total assets, except that certificates of deposit
or time deposits of smaller domestic banks may be held provided the deposit
does not exceed the insurance coverage on the instrument (which currently
is $100,000), and provided further that a Trust's aggregate holding of
certificates of deposit or time deposits issued by the Trustee may not
exceed the insurance coverage of such obligations and (ii) U.S. treasury
notes or bills.
In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when in its opinion
it is in the best interest of the Holders of the Units to do so. In addition,
the Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Securities to issue new Securities in exchange or
substitution for any Securities except that the Sponsor may instruct the
Trustee to accept or reject such an offer to take any other action with respect
thereto as the Sponsor may deem proper if (1) the issuer failed to declare or
pay anticipated dividends with respect to such Securities or (2) in the written
opinion of the Sponsor, the issuer will probably fail to declare or pay
anticipated dividends with respect to such Securities in the reasonably
foreseeable future. Any Securities so received in exchange or substitution
shall be sold unless the Sponsor directs that they be held by the Trustee
subject to the terms and conditions of the Indenture to the same extent as
Securities originally deposited thereunder. If a Security is eliminated from a
Portfolio and no replacement security is acquired, the Trustee shall within a
reasonable period of time thereafter notify Holders of that Trust of the sale
of the Security. Except as stated in this and the following paragraphs, the
Trusts may not acquire any securities other than (1) the Securities and (2)
securities resulting from stock dividends, stock splits and other capital
changes of the issuers of the Securities.
The Sponsor is authorized to direct the Trustee to acquire replacement
Securities ("Replacement Securities") to replace any Securities for which
purchase contracts have failed ("Failed Securities"), or, in connection with
the deposit of Additional Securities, when Securities of an issue originally
deposited are unavailable at the time of subsequent deposit, as described more
fully below. Replacement Securities that are replacing Failed Securities will
be deposited into a Trust within 110 days of the date of deposit of the
contracts that have failed at a purchase price that does not exceed the amount
of funds reserved for the purchase of Failed Securities. The Replacement
Securities shall satisfy certain conditions specified in the Indenture
including, among other conditions, requirements that the Replacement Securities
shall be publicly-traded common stocks; shall be issued by an issuer subject to
or exempt from the reporting requirements under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (or similar provisions of law); shall not
result in more than 10% of a Trust consisting of securities of a single issuer
(or of two or more issuers which are Affiliated Persons as this term is defined
in the Investment Company Act of 1940) which are not registered and are not
being registered under the Securities Act of 1933 or result in a Trust owning
more than 50% of any single issue which has been registered under the
Securities Act of 1933; and shall have, in the opinion of the Sponsor,
characteristics sufficiently similar to the characteristics of the other
Securities in that Trust as to be acceptable for acquisition by such Trust.
Whenever a Replacement Security has been acquired for a Trust, the Trustee
shall, on the next Distribution Day that is more than 30 days thereafter, make
a pro rata distribution of the amount, if any, by which the cost to that Trust
of the Failed Security exceeded the cost of the Replacement Security. If
Replacement Securities are not acquired, the Sponsor will, on or before the
next following Distribution Day, cause to be refunded the attributable sales
charge, plus the attributable Market Value of Securities listed under
Portfolios plus income attributable to the Failed Security. Any property
received by the Trustee after the Initial
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Date of Deposit as a distribution on any of the Securities in a form other than
cash or additional shares of the Securities received in a non-taxable stock
dividend or stock split, shall be retained or disposed of by the Trustee as
provided in the Indenture. The proceeds of any disposition shall be credited to
the Income or Capital Account of a Trust.
The Indenture also authorizes the Sponsor to increase the size and number of
Units of the Trusts by the deposit of cash (or a letter of credit) with
instructions to purchase Additional Securities, contracts to purchase
Additional Securities, or Additional Securities in exchange for the
corresponding number of additional Units during the 90-day period subsequent to
the Initial Date of Deposit, provided that the original proportionate
relationship among the number of shares of each Security established on the
Initial Date of Deposit (the "Original Proportionate Relationship") is
maintained to the extent practicable. Deposits of Additional Securities
subsequent to the 90-day period following the Initial Date of Deposit must
replicate exactly the original proportionate relationship among the number of
shares of each Security comprising the Portfolio at the end of the initial 90-
day period.
With respect to deposits of cash (or a letter of credit) with instructions to
purchase Additional Securities, Additional Securities or contracts to purchase
Additional Securities, in connection with creating additional Units of a Trust
during the 90-day period following the Initial Date of Deposit, the Sponsor may
specify minimum amounts of additional Securities to be deposited or purchased.
If a deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most under-
represented immediately before the deposit when compared to the Original
Proportionate Relationship. If Securities of an issue originally deposited are
unavailable at the time of subsequent deposit or cannot be purchased at
reasonable prices or their purchase is prohibited or restricted by law,
regulation or policies applicable to the Trusts or the Sponsor, the Sponsor may
(1) deposit cash or a letter of credit with instructions to purchase the
Security when practicable (provided that it becomes available within 110 days
after the Initial Date of Deposit), (2) deposit (or instruct the Trustee to
purchase) Securities of one or more other issues originally deposited or (3)
deposit (or instruct the Trustee to purchase) a Replacement Security that will
meet the conditions described above. Any funds held to acquire Additional or
Replacement Securities which have not been used to purchase Securities at the
end of the 90-day period beginning with the Initial Date of Deposit, shall be
used to purchase Securities as described above or shall be distributed to
Holders together with the attributable sales charge.
Reports to Holders
The Trustee will furnish Holders with each distribution a statement of the
amount of income and the amount of other receipts, if any, which are being
distributed, expressed in each case as a dollar amount per Unit. Within a
reasonable period of time after the end of June in each year (normally within
20 to 60 days), the Trustee will furnish to each person who at any time during
the preceding period from July 1 through June 30 (a "Trust Year") was a Holder
of record a statement (1) as to the Income Account: income received; deductions
for applicable taxes and for fees and expenses of the Trustee and counsel, and
certain other expenses; amounts paid in connection with redemptions of Units
and the balance remaining after such distributions and deductions, expressed in
each case both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such Trust Year; (2) as to the Capital
Account: the disposition of any Securities (other than pursuant to In Kind
Distributions) and the net proceeds received therefrom; the results of In Kind
Distributions in connection with redemption of Units; deductions for payment of
applicable taxes and for fees and expenses of the Trustee and counsel and
certain other expenses, to the extent that the Income
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Account is insufficient, and the balance remaining after such distribution and
deductions, expressed both as a total dollar amount and as a dollar amount per
Unit outstanding on the last business day of such Trust Year; (3) a list of the
Securities held and the number of Units outstanding on the last business day of
such Trust Year; (4) the Redemption Price per Unit based upon the last
computation thereof made on the thirtieth day of June (or the last business day
prior thereto) of such Trust Year; and (5) amounts actually distributed during
such Trust Year from the Income Account expressed both as total dollar amounts
and as dollar amounts per Unit outstanding on the record dates for such
distributions.
In order to enable them to comply with federal and state tax reporting
requirements, Holders will be furnished with evaluations of Securities upon
request to the Trustee.
Book-Entry Units
Ownership of Units of each Trust will not be evidenced by certificates. All
evidence of ownership of the Units will be recorded in book-entry form either
at Depository Trust Company ("DTC") through an investor's broker's account or
through registration of the Units on the books of the Trustee. Units held
through DTC will be deposited by the Sponsor with DTC in the Sponsor's DTC
account and registered in the nominee name CEDE & CO. Individual purchases of
beneficial ownership interest in a Trust will be made in book-entry form
through DTC or the Trustee. Ownership and transfer of Units will be evidenced
and accomplished by book-entries made by DTC and its participants if the Units
are evidenced at DTC, or otherwise will be evidenced and accomplished by book-
entries made by the Trustee. DTC will record ownership and transfer of the
Units among DTC participants and forward all notices and credit all payments
received in respect of the Units held by the DTC participants. Beneficial
owners of Units will receive written confirmation of their purchases and sale
from the broker-dealer or bank from whom their purchase was made. Units are
transferable by making a written request properly accompanied by a written
instrument or instruments of transfer which should be sent registered or
certified mail for the protection of the Holder. Holders must sign such written
request exactly as their names appear on the records of the Trusts. Such
signatures must be guaranteed by a commercial bank or trust company, savings
and loan association or by a member firm of a national securities exchange.
Amendment And Termination
The Sponsor may amend the Indenture, with the consent of the Trustee but
without the consent of any of the Holders, (1) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent, (2) to change any provision thereof as may be required by the SEC
or any successor governmental agency and (3) to make such other provisions as
shall not materially adversely affect the interest of the Holders (as
determined in good faith by the Sponsor). The Indenture may also be amended in
any respect by the Sponsor and the Trustee, or any of the provisions thereof
may be waived, with the consent of the Holders of 51% of the Units, provided
that no such amendment or waiver will reduce the interest in a Trust of any
Holder without the consent of such Holder or reduce the percentage of Units
required to consent to any such amendment or waiver without the consent of all
Holders.
The Indenture will terminate upon the earlier of the disposition of the last
Security held thereunder or the Mandatory Termination Date specified under
Summary of Essential Information. The Indenture may also be terminated by the
Sponsor if the value of a Trust is less than the minimum value set forth under
Summary of Essential Information (as described under Description of the
Trusts -- Risk Factors) and may be terminated at any time by written instrument
executed by the Sponsor and consented to by Holders of 51% of the Units. The
Trustee shall deliver written notice of any termination to each Holder of
record within a reasonable period of time prior to the termination.
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Within a reasonable period of time after such termination, the Trustee must
sell all of the Securities then held and distribute to each Holder, after
deductions of accrued and unpaid fees, taxes and governmental and other
charges, such Holder's interest in the Income and Capital Accounts. Such
distribution will normally be made by mailing a check in the amount of each
Holder's interest in such accounts to the address of such nominee Holder
appearing on the record books of the Trustee.
EXCHANGE AND ROLLOVER PRIVILEGES
Holders may exchange their Units of a Trust into units of any then
outstanding series of Uncommon Values (an "Exchange Series") at their relative
net asset values, subject only to a reduced sales load (as disclosed in the
prospectus for the Exchange Series). The exchange option described above will
be available only to Holders whose Units are held through accounts at the
Sponsor or one of its affiliates, and will also be available to investors in a
Trust who elect to purchase units of an Exchange Series within 60 days of their
liquidation of Units in a Trust which were similarly held.
Holders who retain their Units until the termination of a Trust may reinvest
their terminating distributions into units of a subsequent series of Uncommon
Values (the "New Series") provided one is offered. Such purchaser may be
entitled to a reduced sales load (as disclosed in the prospectus for the New
Series) upon the purchase of units of the New Series.
Under the exchange and rollover privilege, the Sponsor's repurchase price
would be based upon the market value of the Securities in a Trust portfolio and
units in the Exchange Series or New Series will be sold to the Holder at a
price based on the aggregate market price of the securities in the portfolio of
the Exchange Series or New Series. Holders will pay their share of any
brokerage commissions on the sale of underlying Securities when their Units are
liquidated during the exchange or rollover. Exercise of the exchange or
rollover privilege by Holders is subject to the following conditions: (i) the
Sponsor must have units available of an Exchange Series or New Series during
initial public offering or, if such period is completed, must be maintaining a
secondary market in the units of the available Exchange Series or New Series
and such units must be available in the Sponsor's secondary market account at
the time of the Holder's elections; and (ii) exchange will be effected only in
whole units. Holders will not be permitted to advance any funds in excess of
their redemption in order to complete the exchange. Any excess proceeds
received from the Holder for exchange will be remitted to such Holder.
It is expected that the terms of the Exchange Series or New Series will be
substantially the same as the terms of the Trusts described in this Prospectus,
and that similar reinvestment programs will be offered with respect to all
subsequent series of the Trusts. The availability of these options do not
constitute a solicitation of an offer to purchase units of an Exchange Series
or a New Series or any other security. A Holder's election to participate in
either of these options will be treated as an indication of interest only.
Holders should contact their financial professionals to find out what suitable
Exchange or New Series is available and to obtain a prospectus. Holders may
acquire units of those Series which are lawfully for sale in states where they
reside and only those Exchange Series in which the Sponsor is maintaining a
secondary market. At any time prior to the exchange by the Holder of units of
an Exchange Series, or the purchase by a Holder of units of a New Series, such
Holder may change its investment strategy and receive its terminating
distribution. An election of either of these options will not prevent the
holder from recognizing taxable gain or loss (except in the case of loss, if
and to the extent the Exchange or New Series, as the case may be, is treated as
substantially identical to a Trust) as a result of the liquidation, even though
no cash will be distributed to pay any taxes. Holders should consult their own
tax advisers in this regard. The Sponsor reserves the right to modify, suspend
or terminate either or both of these reinvestment privileges at any time.
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REINVESTMENT PLAN
Distributions of income and/or principal, if any, on Units will be reinvested
automatically in additional Units of a Trust, at no extra charge, pursuant to a
Trust's "Reinvestment Plan." If the Holder does not wish to participate in the
Reinvestment Plan and wishes to receive cash distributions, the Holder must
notify its financial consultant at Salomon Smith Barney Inc., or the Trustee
(depending upon whether the Units are held in street name through Salomon Smith
Barney Inc. or directly in the name of the Holder, respectively), at least ten
business days prior to the Distribution Day to which that election is to apply.
The election may be modified or terminated by similar notice.
Distributions being reinvested will be paid in cash to the Sponsor, who will
use them to purchase Units of that Trust at the Sponsor's Repurchase Price (the
net asset value per Unit without any sales charge) in effect at the close of
business on the Distribution Day. These may be either previously issued Units
repurchased by the Sponsor or newly issued Units created upon the deposit of
additional Securities in the Trust (see Description of the Trusts -- Structure
and Offering). Each participant will receive an account statement reflecting
any purchase or sale of Units under the Reinvestment Plan.
The costs of the Reinvestment Plan will be borne by the Sponsor, at no cost
to any of the Trusts. The Sponsor reserves the right to amend, modify or
terminate the Reinvestment Plan at any time without prior notice.
RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY
Trustee
The Trustee or any successor may resign upon notice to the Sponsor. The
Trustee may be removed upon the direction of the Holders of 51% of the Units of
a Trust at any time, or by the Sponsor without the consent of any of the
Holders if the Trustee becomes incapable of acting or becomes bankrupt or its
affairs are taken over by public authorities. Such resignation or removal shall
become effective upon the acceptance of appointment by the successor. In case
of such resignation or removal the Sponsor is to use its best efforts to
appoint a successor promptly and if upon resignation of the Trustee no
successor has accepted appointment within thirty days after notification, the
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Trustee shall be under no liability for any action taken in good
faith in reliance on prima facie properly executed documents or for the
disposition of monies or Securities, nor shall it be liable or responsible in
any way for depreciation or loss incurred by reason of the sale of any
Security. This provision, however, shall not protect the Trustee in cases of
wilful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. In the event of the failure of the Sponsor to act, the
Trustee may act under the Indenture and shall not be liable for any of these
actions taken in good faith. The Trustee shall not be personally liable for any
taxes or other governmental charges imposed upon or in respect of the
Securities or upon the interest thereon. In addition, the Indenture contains
other customary provisions limiting the liability of the Trustee.
Sponsor
The Sponsor may resign at any time if a successor Sponsor is appointed by the
Trustee in accordance with the Indentures. Any new Sponsor must have a minimum
net worth of $2,000,000 and must serve at rates of compensation deemed by the
Trustee to be reasonable and as may not exceed amounts prescribed by the SEC.
If the Sponsor fails to perform its duties or becomes incapable of acting or
becomes bankrupt or its affairs are taken over by public authorities, then the
Trustee may (1) appoint a successor Sponsor at rates of compensation deemed by
the Trustee to be reasonable and as may not exceed amounts prescribed by the
SEC, (2) terminate the Indentures and liquidate the Trusts or (3) continue to
act as Trustee without terminating the Indentures.
The Sponsor shall be under no liability to a Trust or to the Holders for
taking any action or for
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refraining from taking any action in good faith or for errors in judgment and
shall not be liable or responsible in any way for depreciation of any Security
or Units or loss incurred in the sale of any Security or Units. This provision,
however, shall not protect the Sponsor in cases of wilful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties.
The Sponsor may transfer all or substantially all of its assets to a
corporation or partnership which carries on its business and duly assumes all
of its obligations under the Indentures and in such event it shall be relieved
of all further liability under each Indenture.
TAXES
The following is a general discussion of certain Federal income tax
consequences of the purchase, ownership and disposition of the Units by U.S.
citizens and residents and corporations organized in the United States. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of the Internal
Revenue Code (the "Code"), and does not address the tax consequences of Units
held by dealers, financial institutions or insurance companies or anyone who
holds Units as part of a hedge or straddle.
In the opinion of Paul, Hastings, Janofsky & Walker LLP, special counsel for
the Sponsor, under existing law:
1. The Trusts are not associations taxable as corporations for Federal
income tax purposes, and income received by the Trusts will be treated as
income of the Holders in the manner set forth below.
2. Each Holder will be considered the owner of a pro rata portion of each
Security in a Trust under the grantor trust rules of Sections 671-679 of
the Code. A taxable event will generally occur with respect to each Holder
when a Trust disposes of a Security (whether by sale, exchange or
redemption) or upon the sale, exchange or redemption of Units by such
Holder. A Holder should determine its tax cost for each Security
represented by its Units by allocating the total cost for its Units,
including the sales charge, among the Securities in the Trust in which it
holds Units (in proportion to the fair market values of those Securities on
the date the Holder purchases its Units).
3. A Holder will be considered to have received all of the dividends paid
on its pro rata portion of each Security when such dividends are received
by a Trust even if the Holder does not actually receive such distributions
but rather reinvests its dividend distributions pursuant to the
Reinvestment Plan. An individual Holder who itemizes deductions will be
entitled to deduct its pro rata share of fees and expenses paid by a Trust,
but only to the extent that this amount together with the Holder's other
miscellaneous deductions exceeds 2% of its adjusted gross income. The
deduction of fees and expenses is subject to limitations for individuals
with incomes in excess of certain thresholds.
4. Under the income tax laws of the State and City of New York, the
Trusts are not associations taxable as corporations and are not subject to
the New York Franchise Tax on Business Corporations or the New York City
General Corporation Tax. For a Holder who is a New York resident, however,
a pro rata portion of all or part of the income of a Trust will be treated
as income of the Holder under the income tax laws of the State and City of
New York. Similar treatment may apply in other states.
A Holder's pro rata portion of dividends paid with respect to a Security held
by a Trust is taxable as ordinary income to the extent of the issuing
corporation's current or accumulated earnings and profits. A Holder's pro rata
portion of dividends paid on such Security that exceed such current or
accumulated earnings and profits will first reduce the Holder's tax basis in
such Security, and to the extent that such dividends exceed the Holder's tax
basis will generally be treated as capital gain.
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A corporate Holder will generally be entitled to a 70% dividends-received
deduction with respect to its pro rata portion of dividends received by the
Trust from a domestic corporation or from a qualifying foreign corporation in
the same manner as if such corporate Holder directly owned the Securities
paying such dividends. However, a corporate Holder should be aware that the
Code imposes 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 during the
90-day period beginning on the date that is 45 days before the date on which
the stock becomes ex-dividend. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Holder owns certain stock (or
Units) the financing of which is directly attributable to indebtedness incurred
by such corporation. The dividends-received deduction is not available to "S"
corporations and certain other corporations, and is not available for purposes
of special taxes such as the accumulated earnings tax and the personal holding
company tax. Congress from time to time considers proposals to reduce this
deduction.
A Holder's gain, if any, upon the sale, exchange or redemption of Units or
the disposition of Securities held by a Trust will generally be considered a
capital gain and will be long-term if the Holder has held its Units (and the
Trust has held the Securities) for more than one year. Capital gains realized
by corporations are generally taxed at the same rates applicable to ordinary
income, although non-corporate Holders who realize long-term capital gains with
respect to Units (and Securities) held for more than one year may be subject to
a reduced tax rate of 20% on such gains, rather than the "regular" maximum tax
rate of 39.6%. Tax rates may increase prior to the time when Holders may
realize gains from the sale, exchange or redemption of the Units or Securities.
A Holder's loss, if any, upon the sale or redemption of Units or the
disposition of Securities held by a Trust will generally be considered a
capital loss and will be long-term if the Holder has held its Units (and the
Trust has held the Securities) for more than one year. Capital losses are
generally deductible to the extent of capital gains; in addition, up to $3,000
of capital losses ($1,500 for married individuals filing separately) recognized
by non-corporate Holders may be deducted against ordinary income.
A pro rata distribution of Securities by the Trustee to a Holder (or to its
agent, including the Distribution Agent) upon redemption of Units will not be a
taxable event to the Holder or to other Holders. The redeeming or exchanging
Holder's basis for such Securities will be equal to its basis for the same
Securities (previously represented by its Units) prior to such redemption or
exchange, and its holding period for such Securities will include the period
during which it held its Units. However, a Holder will have a taxable gain or
loss, which generally will be a capital gain or loss (except in the case of a
dealer), when the Holder (or its agent, including the Distribution Agent) sells
the Securities so received in redemption, when a redeeming or exchanging Holder
receives cash in lieu of fractional shares, when the Holder sells its Units or
when the Trustee sells the Securities from a Trust.
Each of the Trusts may hold Securities or ADRs of foreign corporations. For
United States income tax purposes, a holder of ADRs is treated as though it
were holding directly the shares of the foreign corporation represented by the
ADRs. Dividends paid by foreign issuers generally will be subject to foreign
withholding tax, which may entitle Holders to a foreign tax credit (or
deduction) against their U.S. income tax liability, subject to the limitations
applicable to the use of the foreign tax credit. Foreign taxes withheld on
payments to a Trust may be greater than the amounts that would be withheld if
the shares were held directly by a U.S. Holder. The Trusts will report as gross
income earned by U.S. Holders their pro rata shares of such dividends,
including their pro rata shares of any corresponding amounts of foreign tax
withheld and their pro rata shares of any income or loss resulting
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from currency conversion transactions. Gains and losses attributable to
increases or decreases in the value of foreign currencies in which such
securities are denominated, or in which dividends are paid, will be treated as
ordinary income or ordinary loss. Capital gains attributable to the Units or
the underlying Securities may also be subject to taxes by certain of those
jurisdictions.
The foregoing discussion relates only to the tax treatment of U.S. Holders
with regard to Federal and certain aspects of New York State and City income
taxes. Holders that are not U.S. citizens or residents ("Foreign Holders")
should be aware that dividend distributions from a Trust attributable to any
dividends received by a Trust from domestic and certain foreign corporations
will be subject to a U.S. withholding tax of 30%, or a lower treaty rate, and
under certain circumstances gain from the disposition of Securities or Units
may also be subject to Federal income tax. However, it is expected that in
general any gains realized by Holders who are Foreign Holders will not be U.S.
source income and will not be subject to any U.S. withholding tax. In addition,
Holders may also be subject to taxation in New York or in other jurisdictions
(including a Foreign Holder's country of residence) and should consult their
own tax advisers in this regard.
* * *
After the end of each fiscal year for each of the Trusts, the Trustee will
furnish to each Holder a statement containing information relating to the
dividends received by the Trust, the gross proceeds received by the Trust from
the disposition of any Security (resulting from redemption or the sale by the
Trust of any Security), and the fees and expenses paid by the Trust. The
Trustee will also furnish an information return to each Holder and to the
Internal Revenue Service.
Retirement Plans
Units of these Trusts may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans. Generally, capital gains and income received in each of the
foregoing plans are exempt from Federal taxation. All distributions from such
plans (other than from certain IRAs known as "Roth IRAs") are generally treated
as ordinary income but may be eligible for tax-deferred rollover treatment and,
in very limited cases, special 10 year averaging. Holders of Units in IRAs,
Keogh plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms, including the Sponsor of these Trusts, and other financial
institutions. Fees and charges with respect to such plans may vary.
Before investing in a Trust, the trustee or investment manager of an employee
benefit plan (e.g., a pension or profit sharing retirement plan) should
consider among other things (a) whether the investment is prudent under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), taking
into account the needs of the plan and all of the facts and circumstances of
the investment in the Trust; (b) whether the investment satisfies the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed "plan assets" under ERISA and the Department
of Labor regulations regarding the definition of "plan assets."
MISCELLANEOUS
Trustee
The name and address of the Trustee are shown on the back cover of this
prospectus. The Trustee 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
38
<PAGE>
Deposit Insurance Corporation to the extent permitted by law. In connection
with the storage and handling of certain Securities deposited in the Trust, the
Trustee may use the services of The Depository Trust Company. These services
may include safekeeping of the Securities, computer book-entry transfer and
institutional delivery services. The Depository Trust Company is a limited
purpose trust company organized under the Banking Law of the State of New York,
a member of the Federal Reserve System and a clearing agency registered under
the Securities Exchange Act of 1934.
Legal Opinion
The legality of the Units has been passed upon by Paul, Hastings, Janofsky &
Walker LLP, 75 East 55th Street, New York, New York 10022, as special counsel
for the Sponsor.
Auditors
The Statements of Financial Condition and the Portfolios included in this
Prospectus have been audited by KPMG LLP, independent auditors, as indicated in
their report with respect thereto, and is so included herein in reliance upon
the authority of said firm as experts in accounting and auditing.
Sponsor
Salomon Smith Barney Inc. ("Salomon Smith Barney"), was incorporated in
Delaware in 1960 and traces its history through predecessor partnerships to
1873. On September 1, 1998, Salomon Brothers, Inc. merged with and into Smith
Barney Inc. ("Smith Barney") with Smith Barney surviving the merger and
changing its name to Salomon Smith Barney Inc. The merger of Salomon Brothers
Inc. and Smith Barney followed the merger of their parent companies in November
1997. Salomon Smith Barney, an investment banking and securities broker-dealer
firm, is a member of the New York Stock Exchange, Inc. and other major
securities and commodities exchanges, the National Association of Securities
Dealers, Inc. and the Securities Industry Association. Salomon Smith Barney is
an indirect wholly-owned subsidiary of Citigroup Inc. The Sponsor or an
affiliate is investment adviser, principal underwriter or distributor of more
than 60 open-end investment companies and investment manager of 12 closed-end
investment companies. Salomon Smith Barney also sponsors all Series of
Corporate Securities Trust, Government Securities Trust, Harris, Upham Tax-
Exempt Fund and Tax Exempt Securities Trust, and acts as co-sponsor of most
Series of Defined Asset Funds.
39
<PAGE>
The Equity Focus Trusts
Uncommon Values
Aggressive Growth Series, 2000
Growth & Income Series, 2000
Unit Investment Trusts
PROSPECTUS
This Prospectus does not contain all of the information with respect to the
Trusts set forth in its registration statements filed with the Securities and
Exchange Commission, Washington, D.C. under the Securities Act of 1933 (file
no. 333-38640) and the Investment Company Act of 1940 (file no. 811-3491), and
to which reference is hereby made.
Information may be reviewed and copied at the Commission's Public Reference
Room, and information on the Public Reference Room may be obtained by calling
the SEC at 1-202-942-8090. Copies may be obtained from the SEC by:
. electronic request (after paying a duplicating fee) at the following E-
mail address: [email protected]
. visiting the SEC internet address: http://www.sec.gov.
. writing: Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-6009
--------------------------------------------------------------------------------
Sponsor:
Index Salomon Smith Barney Inc.
<TABLE> 7 World Trade Center
<S> <C> 40th Floor
Investment Summary 2 New York, New York 10048
Summary of Essential Information 7 (212) 816-6000
Independent Auditors' Report 9
Statements of Financial Condition 10 Trustee:
Portfolios 11
Description of the Trusts 14
Risk Factors 17 The Bank of New York
Public Sale of Units 23 101 Barclay Street
Market for Units 25 New York, New York 10286
Redemption 26 (800) 221-7771
Expenses and Charges 28
Administration of the Trusts 29
Exchange and Rollover Privileges 34
Reinvestment Plan 35
Resignation, Removal and Limitations
on Liability 35
Taxes 36
Miscellaneous 38
</TABLE>
--------------------------------------------------------------------------------
SALOMON SMITH BARNEY
--------------------
A member of citigroup [LOGO]
--------------------------------------------------------------------------------
No person is authorized to give any information or to make any representations
with respect to these Trusts, not contained in this Prospectus and you should
not rely on any other information. The Trust is registered as a unit investment
under the Investment Company Act of 1940. Such registration does not imply that
the Trust or any of its Units have been guaranteed, sponsored, recommended or
approved by the United States or any other state or any agency or office
thereof.
--------------------------------------------------------------------------------
Salomon Smith Barney is the service mark used by Salomon Smith Barney Inc.
UT 6661
<PAGE>
PART II
Additional Information Not Included in the Prospectus
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE>
<CAPTION>
SEC File or
Identification Number
---------------------
<C> <S> <C>
I. Bonding Arrangements and Date of Organization
of the Depositor filed pursuant to Items A and
B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933:
Salomon Smith Barney Inc. 2-67446
II. Information as to Officers and Directors of the
Depositor filed pursuant to Schedules A and D
of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Salomon Smith Barney Inc. 8-12324
III. Charter documents of the Depositor filed as
Exhibits to the Registration Statement on Form
S-6 under the Securities Act of 1933 (Charter,
By-Laws):
Salomon Smith Barney Inc. 33-65332, 33-36037
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
Salomon Smith Barney Inc. 13-1912900
The Bank of New York 13-5160382
</TABLE>
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of The Uncommon
Values Unit Trust, 1985 Series, 1933 Act File No. 2-97046).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The undertaking to file reports.
The signatures.
Written Consents as of the following persons:
KPMG LLP (included in Exhibit 5.1)
Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 3.1)
The following exhibits:
To be filed with Amendment to Registration Statement.
<TABLE>
<C> <C> <S>
1.1.1 -- Form of Reference Trust Indenture (incorporated by reference to
Exhibit 1.1.1 to Amendment No. 1 to the Registration Statement of
The Uncommon Values Trust, 2000 Series, 1933 Act File
No. 333-38446).
2.1 -- Form of Standard Terms and Conditions of Trust (incorporated by
reference to Exhibit 2.1 to the Registration Statement of Equity
Focus Trusts, Global Research Selections, Series 2000-A, 1933 Act
File No. 33-31514).
*3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the headings "Taxes" and "Miscellaneous--Legal Opinion" in the
Prospectus.
*5.1 -- Consent of KPMG LLP to the use of their name under the heading
"Miscellaneous--Auditors" in the Prospectus.
</TABLE>
------------
* Filed herewith.
II-2
<PAGE>
SIGNATURES
The registrant hereby identifies Equity Focus Trusts, Strategic Series 1999-
A, 10/A+ Portfolio (Reg. No. 333-69335) and Equity Focus Trusts, Uncommon
Values Aggressive Growth Series, 1997 and Uncommon Values Growth & Income
Series, 1997 (Reg. No. 333-27791) for the purposes of the representations
required by Rule 487 and represents the following:
(1) That the portfolio securities deposited in the series as to which
this registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential information
for, the series with respect to which this registration statement is being
filed, this registration statement does not contain disclosures that differ
in any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
(3) That it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the requirements of the Securities Act of
1933, the Registrant has duly caused this Registration Statement or Amendment
to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of New York and State of New York on the
26th day of July, 2000.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
II-3
<PAGE>
SALOMON SMITH BARNEY UNIT TRUSTS
(Registrant)
SALOMON SMITH BARNEY INC.
(Depositor)
By the following persons*, who constitute a majority of the Board of
Directors of Salomon Smith Barney Inc.:
Deryck C. Maughan
Michael A. Carpenter
/s/ Kevin Kopczynski
By___________________________________
Kevin Kopczynski
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons
listed above)
------------
* Pursuant to Powers of Attorney filed as exhibits to Registration Statement
No. 333-62533 and 333-66875.
II-4
