AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000
REGISTRATION NO. 333-_____
CIK #1117955
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
REGISTRATION STATEMENT
ON
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: RANSON UNIT INVESTMENT TRUSTS, SERIES 102
B. NAME OF DEPOSITOR: RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
Alex R. Meitzner MARK J. KNEEDY
Ranson & Associates, Inc. c/o Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206 Chicago, Illinois 60603
E. TITLE OF SECURITIES BEING REGISTERED: Units of beneficial interest
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
===============================================================================
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. No one
may sell units of the trust until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell units and is not soliciting an offer to buy units in any state
where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS DATED NOVEMBER 27, 2000
SUBJECT TO COMPLETION
[LOGO] RANSON UNIT INVESTMENT TRUSTS, SERIES 102
THE MOBILE COMMERCE(SM) TRUST, SERIES 1
A SPATIAL MANAGEMENT(SM) CONCEPT
A portfolio of stocks of Mobile Commerce(SM) companies
selected by Intellectual Capital Markets, Inc.
seeking growth and income
Prospectus
December __, 2000
As with any investment, the Securities and Exchange Commission has not
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any contrary representation is a criminal offense.
<PAGE>
------------------
INVESTMENT SUMMARY
------------------
INVESTMENT OBJECTIVE
The trust seeks to provide capital appreciation and dividend income by
investing in a portfolio of stocks of Mobile Commerce(SM) companies selected by
Intellectual Capital Markets, Inc. based on Spatial Management(SM) concepts.
INVESTMENT STRATEGY
The trust invests in stocks of companies in Spatial Management(SM)
industries. Spatial Management(SM) industries cover the spectrum from physical
space (real estate) to cyberspace (the internet). By investing in companies
whose businesses focus on this spectrum, the trust seeks to benefit from growth
in Mobile Commerce(SM). As such, real estate, real estate-related technology
companies (such as riser companies and tower companies), and telecommunication
companies are focal points of the portfolio. Intellectual Capital Markets, Inc.
used fundamental securities selection analysis to select companies for the
portfolio. This process includes quantitative metrics (such as the
price/earnings ratio and free cash flow analyses) as well as qualitative
processes, including the evaluation of a company's management and the prospects
for the success of a company's technologies.
<TABLE>
<CAPTION>
-------------------------------------
PORTFOLIO DIVERSIFICATION
-------------------------
<S> <C>
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
_________________ ___%
-------------------------------------
</TABLE>
PRINCIPAL RISKS
As with all investments, you can lose money by investing in this trust. The
trust also might not perform as well as you expect. This can happen for reasons
such as these:
* STOCK PRICES CAN BE VOLATILE. The value of your investment may fall over
time.
* WE DO NOT ACTIVELY MANAGE THE PORTFOLIO. The trust will generally hold,
and may continue to buy, the same stocks even if a stock no longer meets
the original selection criteria.
* Many of the stocks in the portfolio are issued by technology companies.
These companies include companies involved in computers, electronics, the
Internet, semiconductors, software and telecommunications. NEGATIVE
DEVELOPMENTS IN THE TECHNOLOGY INDUSTRY WILL AFFECT THE VALUE OF YOUR
INVESTMENT GREATER THAN IN A MORE DIVERSIFIED INVESTMENT. Technology
stocks tend to experience above-average price volatility.
* Many of the stocks in the portfolio are issued by real estate investment
trusts (REITs). A REIT is a company dedicated to owning and, in some cases,
operating income-producing real estate such as shopping centers or office
buildings. Some REITs engage in financing real estate. NEGATIVE
DEVELOPMENTS IN THE REAL ESTATE INDUSTRY WILL AFFECT THE VALUE OF YOUR
INVESTMENT GREATER THAN IN A MORE DIVERSIFIED INVESTMENT.
2 Investment Summary
<PAGE>
WHO SHOULD INVEST
You should consider this investment if you:
* want to own a defined portfolio of stocks selected based on the trust's
investment strategy.
* seek capital appreciation and dividend income.
* intend to own your investment for approximately 3 years.
You should not consider this investment if you:
* are uncomfortable with the trust's strategy.
* are uncomfortable with the risks of an unmanaged investment in stocks.
* want capital preservation.
<TABLE>
<CAPTION>
-----------------------------------------------------------------
ESSENTIAL INFORMATION
---------------------
<S> <C>
UNIT PRICE AT INCEPTION $10.00
INCEPTION DATE December __, 2000
TERMINATION DATE December __, 2003
DISTRIBUTION DATES 15th day of January, April,
July and October
RECORD DATES 1st day of January, April,
July and October
CUSIP NUMBERS
Cash distributions (all accounts) 753269661
Reinvested distributions
Standard Accounts 753269679
Wrap Fee Accounts 753269687
MINIMUM INVESTMENT
Standard accounts $1,000/100 units
Retirement accounts and
custodial accounts for minors $250/25 units
-----------------------------------------------------------------
</TABLE>
FEES AND EXPENSES
The amounts below are estimates of the direct and indirect expenses that you
may incur based on a $10 unit price. Actual expenses may vary.
<TABLE>
<CAPTION>
AS A % OF
$1,000 INVESTED
---------------
<S> <C>
INITIAL SALES FEE PAID ON PURCHASE 1.00%
DEFERRED SALES FEE IN FIRST YEAR 2.60
CREATION AND DEVELOPMENT FEE CAP OVER
TRUST'S LIFE (the annual creation and
development fee is 0.25% of average
daily net assets and is only charged
while you remain invested) 1.05
------
MAXIMUM SALES FEES (including creation and
development fee cap over trust's life) 4.65%
======
ORGANIZATION COSTS (amount per 100 units paid
by trust at end of initial offering period) $5.00
======
<CAPTION>
AS A % OF AMOUNT PER
ANNUAL EXPENSES $1,000 INVESTED 100 UNITS
--------------- ----------
<S> <C> <C>
Trustee's fee and expenses 0.080% $0.80
Evaluation fee 0.025% 0.25
Supervisory fee 0.050% 0.50
Licensing fees 0.150% 1.50
------ -----
Total 0.305% $3.05
====== =====
</TABLE>
The deferred sales fee is fixed at $0.26 per unit and accrues daily from
_____________, 2001 through ____________, 2001. The creation and development
fee compensates the sponsor for creating and developing your trust and accrues
daily based on average daily net asset value (not to exceed the cap described
above of 1.05% of your initial investment over the trust's life). The trust
pays both fees to the sponsor monthly.
EXAMPLE
This example helps you compare the costs of this trust with other unit trusts
and mutual funds. In the example we assume that the expenses do not change and
the trust's annual return is 5%. Your actual returns and expenses will vary.
Based on these assumptions, you would pay these expenses for every $10,000 you
invest:
1 year $_____
Life of trust (3 years) $_____
These amounts are the same regardless of whether you sell your investment at
the end of a period or continue to hold your investment.
Investment Summary 3
<PAGE>
<TABLE>
<CAPTION>
THE PORTFOLIO (at inception)
Ticker Company Initial Price per Cost to
Symbol Name Industry Shares Share Portfolio
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
4 Investment Summary
<PAGE>
-----------------------------
UNDERSTANDING YOUR INVESTMENT
-----------------------------
HOW TO BUY UNITS
You can buy units of the trust on any business day by contacting your
financial professional or Ranson. Unit prices are available daily on the
Internet at WWW.RANSON.COM. The unit price includes:
* the value of the stocks,
* the initial sales fee, and
* cash and other net assets in the portfolio.
We often refer to the purchase price of units as the "offer price." We must
receive your order to buy units prior to the close of the New York Stock
Exchange (normally 4:00 p.m. Eastern time) to give you the price for that day.
If we receive your order after this time, you will receive the price computed on
the next business day.
RETIREMENT ACCOUNTS. The portfolio may be suitable for purchase in tax-
advantaged retirement accounts. You should contact your financial professional
about the accounts offered and any additional fees imposed. In addition, you
can invest in a Ranson UIT retirement account directly with the trustee. We
reduce the minimum investment to only $250 for these accounts. Please contact
The Bank of New York for more information and an application. The trustee will
assess an annual fee per account (currently $12) which can be deducted from your
account if do not wish to pay it separately.
VALUE OF THE STOCKS. We determine the value of the stocks as of the close of
the New York Stock Exchange on each day that exchange is open. During the
initial offering period, the value of the stocks includes organization costs.
Pricing the Stocks. We generally determine the value of stocks using the
last sale price for stocks traded on a national securities exchange or the
Nasdaq Stock Market. In some cases we will price a stock based on the last
asked or bid price in the over-the-counter market or by using other recognized
pricing methods. We will only do this if a stock is not principally traded on a
national securities exchange or the Nasdaq Stock Market, or if the market quotes
are unavailable or inappropriate.
The trustee determined the initial prices of the stocks shown in "The
Portfolio" in this prospectus. The trustee determined these initial prices as
described above at the close of the New York Stock Exchange on the business day
before the date of this prospectus. On the first day we sell units we will
compute the unit price as of the close of the New York Stock Exchange or the
time the registration statement filed with the Securities and Exchange
Commission becomes effective, if later.
Organization Costs. During the initial offering period, part of the value of
the stocks represents an amount that will pay the costs of creating your trust.
These costs include the costs of preparing the registration statement and legal
documents, federal and state registration fees, the initial fees and expenses of
the trustee and the initial audit. Your trust will sell stocks to reimburse us
for these costs at the end of the initial offering period or after six months,
if earlier.
TRANSACTIONAL SALES FEE. You pay a fee when you buy units. We refer to this
fee as the "transactional sales fee". The total transactional
Understanding Your Investment 5
<PAGE>
sales fee equals 3.60% of your unit price at the time of purchase. To keep your
money working longer, we defer payment of $0.26 of this fee per unit. Your
trust accrues part of this fee each day as described on page three. You pay the
remaining transactional sales fee at the time you buy units (approximately 1.00%
of your unit price). The transactional sales fee does not include the creation
and development fee which is described under "Expenses".
REDUCING YOUR SALES FEE. We offer a variety of ways for you to reduce the
transactional sales fee you pay. It is your financial professional's
responsibility to alert us of any discount when you order units. Since the
deferred sales fee is a fixed dollar amount per unit, your trust must charge the
deferred sales fee per unit regardless of any discounts. However, if you are
eligible to receive a discount such that your total transactional sales fee is
less than the fixed dollar amount of the deferred sales fee, we will credit you
the difference between your total transactional sales fee and the deferred sales
fee at the time you buy units.
Large Purchases. You can reduce your transactional sales fee by increasing
the size of your investment:
<TABLE>
<CAPTION>
If you purchase: Your fee will be:
---------------- -----------------
<S> <C>
Less than $100,000 3.60%
$100,000 - $249,999 3.35
$250,000 - $499,999 3.10
$500,000 - $999,999 2.85
$1,000,000 or more 2.55
</TABLE>
We apply these fees as a percent of the unit price at the time of purchase
and these amounts do not include the creation and development fee. We also
apply the different purchase levels on a unit basis using a $10 unit equivalent.
For example, if you purchase between 10,000 and 24,999 units, your fee is 3.35%
of your unit price.
You may AGGREGATE unit purchases by the same person on any single day from
any one broker-dealer to qualify for a purchase level. You can include these
purchases as your own for purposes of this aggregation:
* purchases by your spouse or minor children and
* purchases by your trust estate or fiduciary accounts.
You may also use a LETTER OF INTENT to combine purchases over time to qualify
for a purchase level. Under this option, you must give us a letter of intent to
purchase a specified amount of units of any Ranson unit trust over a specified
time period. The letter must specify a time period of no more than 13 months.
Once you sign a letter of intent, we will reduce your fee based on your total
purchase commitment as shown in the table above. If your purchases exceed the
level specified in your letter, you will still receive the additional fee
reduction for your purchases shown in the table above (we will not cap your
discount). If your total purchases are less than the level specified in your
letter, you must pay the fee difference to us. We reserve the right to redeem
your units if you do not pay the difference.
The discounts described above apply only during the initial offering period.
Advisory and Wrap Fee Accounts. We reduce your transactional sales fee for
purchases made through registered investment advisers, certified financial
planners or registered broker-dealers who charge periodic fees in lieu of
6 Understanding Your Investment
<PAGE>
commissions or who charge for financial planning or for investment advisory or
asset management services or provide these services as part of an investment
account where a comprehensive "wrap fee" is imposed. We reduce your fee by the
amount of the fee that we would normally pay to your financial professional.
You pay only the portion of the transactional sales fee that the sponsor
retains. This table provides an example of the transactional sales fee you will
pay per unit if you purchase units in this type of account.
<TABLE>
<S> <C>
Fee paid on purchase $0.000
Deferred sponsor retention 0.110
------
Total $0.110
======
</TABLE>
Units will also be subject to all trust expenses, including the creation and
development fee. This discount applies during the initial offering period and
in the secondary market. Your financial professional may purchase units with
the Wrap Fee Account CUSIP number to facilitate purchases under this discount,
however, we do not require that you buy units with this CUSIP number to qualify
for the discount. If you purchase units with this special CUSIP number, you
should be aware that all distributions will automatically reinvest into
additional units of your trust.
Exchange Option. We waive the initial sales fee on units of the trust
offered in this prospectus if you buy your units with redemption or termination
proceeds from any other Ranson unit trust. In order to qualify for this
discount, your unit redemption or trust termination must occur on the same day
that you purchase units of the trust offered in this prospectus. These
discounts apply only during the initial offering period.
Employees. We do not charge the transactional sales fee that we would
normally pay to your financial professional for purchases made by officers,
directors and employees and their family members (spouses, children and parents)
of Ranson and its affiliates; officers, directors, and employees and their
family members (spouses, children and parents) of Intellectual Capital Markets,
Inc. and its affiliates; or by registered representatives of selling firms and
their family members (spouses, children and parents). You pay only the portion
of the fee that the sponsor retains. You may purchase units with the Wrap Fee
Account CUSIP number to facilitate purchases under this discount, however we do
not require that you buy units with this CUSIP number to qualify for the
discount. If you purchase units with this special CUSIP number, you should be
aware that all distributions will automatically reinvest into additional units
of your trust. This discount applies during the initial offering period and in
the secondary market.
Dividend Reinvestment Plan. We do not charge any transactional sales fee
when you reinvest distributions from your trust into additional units of the
trust. Since the deferred sales fee is a fixed dollar amount per unit, your
trust must charge the deferred sales fee per unit regardless of this discount.
If you elect the distribution reinvestment plan, we will credit you with
additional units with a dollar value sufficient to cover the amount of any
remaining deferred sales fee that will be collected on such units at the time of
reinvestment. The dollar value of these units will fluctuate over time. This
discount applies during the initial offering period and in the secondary market.
HOW TO SELL YOUR UNITS
You can sell your units on any business day by contacting your financial
professional or Ranson. Unit prices are available daily on the
Understanding Your Investment 7
<PAGE>
Internet at WWW.RANSON.COM or through your financial professional. We often
refer to the sale price of units as the "bid price." You pay any remaining
deferred sales fee when you sell or redeem your units.
SELLING UNITS. We may maintain a secondary market for units. This means
that if you want to sell your units, we may buy them at the current price. We
may then resell the units to other investors at the public offering price or
redeem them for the redemption price. Our secondary market repurchase price is
generally the same as the redemption price. Certain broker-dealers might also
maintain a secondary market in units. You should contact your financial
professional for current unit prices to determine the best price available. We
may discontinue our secondary market at any time without notice. Even if we do
not make a market, you will be able to redeem your units with the trustee on any
business day for the current price.
REDEEMING UNITS. You may also redeem your units directly with the trustee,
The Bank of New York, on any day the New York Stock Exchange is open. The
trustee must receive your completed redemption request prior to the close of the
New York Stock Exchange for you to receive the unit price for a particular day.
If your request is received after that time or is incomplete in any way, you
will receive the next price computed after the trustee receives your completed
request. Rather than contacting the trustee directly, your financial
professional may also be able to redeem your units by using the Investors'
Voluntary Redemptions and Sales (IVORS) automated redemption service offered
through Depository Trust Company.
If you redeem your units, the trustee will generally send you a payment for
your units no later than seven days after it receives all necessary
documentation (this will usually only take three business days). The only time
the trustee can delay your payment is if the New York Stock Exchange is closed
(other than weekends or holidays), the Securities and Exchange Commission
determines that trading on that exchange is restricted or an emergency exists
making sale or evaluation of the stocks not reasonably practicable, and for any
other period that the Securities and Exchange Commission permits.
To redeem your units, you must send the trustee any certificates for your
units. You must properly endorse your certificates or sign a written transfer
instrument with a signature guarantee. The trustee may require additional
documents such as a certificate of corporate authority, trust documents, a death
certificate, or an appointment as executor, administrator or guardian. The
trustee cannot complete your redemption or send your payment to you until it
receives all of these documents in completed form.
You can request an in kind distribution of the stocks underlying your units
if you own units worth at least $1,000,000 or you originally paid at least that
amount for your units. This option is generally available only for stocks
traded and held in the United States. The trustee will make any in kind
distribution of stocks by distributing applicable stocks in book entry form to
the account of your financial professional at Depository Trust Company. You will
receive whole shares of the applicable stocks and cash equal to any fractional
shares. You may not request this option in the last 30 days of your trust's
life. We may discontinue this option at any time without notice.
EXCHANGE OPTION. You may be able to exchange your units for units of other
Ranson
8 Understanding Your Investment
<PAGE>
unit trusts at a reduced sales fee. You can contact your financial professional
or Ranson for more information about trusts currently available for exchanges.
Before you exchange units, you should read the prospectus carefully and
understand the risks and fees. You should then discuss this option with your
financial professional to determine whether your investment goals have changed,
whether current trusts suit you and to discuss tax consequences. To qualify for
a reduced sales fee, you must purchase units in a subsequent trust on the same
day that you redeem units of your current trust. We may discontinue this option
at any time.
DISTRIBUTIONS
QUARTERLY DIVIDENDS. Your trust generally pays dividends from its net
investment income along with any excess capital on each quarterly distribution
date to unitholders of record on the preceding record date. You can elect to:
* reinvest distributions in additional units of your trust at no fee,
* reinvest distributions in various mutual funds, or
* receive distributions in cash.
You may change your election by contacting your financial professional or the
trustee. Once you elect to participate in a reinvestment program, the trustee
will automatically reinvest your distributions into additional units or mutual
fund shares at their net asset value on the distribution date. We waive the
sales fee for reinvestments into units of your trust. We cannot guarantee that
units or mutual fund shares will always be available for reinvestment. If units
or fund shares are unavailable, you will receive cash distributions. We may
discontinue these options at any time without notice.
In some cases, your trust might pay a special distribution if it holds an
excessive amount of principal pending distribution. For example, this could
happen as a result of a merger or similar transaction involving a company whose
stock is in your portfolio. The amount of your distributions will vary from
time to time as companies change their dividends or trust expenses change.
REINVEST IN YOUR TRUST. You can keep your money working by electing to
reinvest your distributions in additional units of your trust. The easiest way
to do this is to have your financial professional purchase units with one of the
Reinvestment CUSIP numbers listed in the "Investment Summary" section of this
prospectus. You may also make or change your election by contacting your
financial professional or the trustee.
REINVEST IN MUTUAL FUNDS. You can also elect to automatically reinvest your
distributions in certain mutual funds. Unlike your trust, these mutual funds
are managed funds that have different objectives. You can obtain information
about these funds from Ranson.
REPORTS. The trustee will send your financial professional a statement
showing income and other receipts of your trust for each distribution. Each
year the trustee will also provide an annual report on your trust's activity and
certain tax information. You can request copies of stock evaluations to enable
you to complete your tax forms and audited financial statements for your trust,
if available.
Understanding Your Investment 9
<PAGE>
INVESTMENT RISKS
All investments involve risk. This section describes the main risks that can
impact the value of the stocks in your portfolio. You should understand these
risks before you invest. If the value of the stocks falls, the value of your
units will also fall. We cannot guarantee that your trust will achieve its
objective or that your investment return will be positive over any period.
MARKET RISK is the risk that the value of the stocks will fluctuate. This
could cause the value of your units to fall below your purchase price. Market
value fluctuates in response to various factors. These can include changes in
interest rates, inflation, the financial condition of the stock's issuer or even
perceptions of the issuer. Even though we carefully supervise your portfolio,
you should remember that we do not manage your portfolio. Your trust will not
sell a stock solely because the market value falls as is possible in a managed
fund.
INCOME RISK is the risk that the stocks in the trust do not pay dividends.
Stocks do not assure dividend payments because they represent ownership
interests in the issuers and are not obligations of the issuers. Common
stockholders have a right to receive dividends only after the company has
provided for payment of its creditors, bondholders and preferred stockholders.
Dividends are paid only when declared by an issuer's board of directors and the
amount of any dividend may vary over time.
STRATEGY RISK is the risk that the investment strategy used by Intellectual
Capital Markets, Inc. will not be successful in identifying stocks that
appreciate in value of provide dividend income. The trust may not achieve its
objective if this happens.
CONCENTRATION RISK is the risk that your portfolio is less diversified
because it concentrates in a particular type of stock. When a certain type of
stock makes up more than 25% of a trust, the trust is considered to be
"concentrated" in that stock type. Your portfolio currently concentrates in
TECHNOLOGY COMPANIES and REAL ESTATE INVESTMENT TRUSTS (REITS).
Before you invest in TECHNOLOGY COMPANIES, you should understand that:
* These companies encounter
> rapid changes in technology,
> worldwide competition,
> rapid obsolescence of products and services,
> cyclical market patterns,
> rapidly evolving industry standards, and
> frequent new product introductions.
* An unexpected change in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular
technology could negatively affect an issuer's operating results.
* Operating results and customer relationships can be hurt by
> an increase in price, or an interruption or reductions in supply, of any
key components, and
> the failure of an issuer to comply with rigorous industry standards.
10 Understanding Your Investment
<PAGE>
Before you invest in REAL ESTATE INVESTMENT TRUSTS, you should understand
that:
* Many factors can have an adverse impact on the performance of REITs
including:
> the credit quality of the REIT or the real estate industry generally and
the ability to obtain project financing,
> occupancy levels,
> ability to raise rents,
> decline in real estate values,
> the financial health of tenants,
> cash available for distribution,
> overbuilding and increased competition for tenants,
> oversupply of properties for sale,
> changes in interest rates, tax rates and other operating expenses,
> changes in government regulations,
> faulty construction and the ongoing need for capital improvements,
> regulatory and judicial requirements, including relating to liability
for environmental hazards,
> changes in neighborhood values and buyer demand,
> the unavailability of construction financing or mortgage loans at rates
acceptable to developers, and
> lack of diversification within the REIT's real estate portfolio.
* Properties owned by a REIT may not be adequately insured against certain
losses and may be subject to significant environmental liabilities,
including remediation costs.
* The real estate industry may be cyclical, and, if the trust acquires REIT
stocks at or near the top of the cycle, there is increased risk of a
decline in value of the REIT stocks during the life of the trust. REITs are
also subject to defaults by borrowers and the market's perception of the
REIT industry generally.
* REITs require frequent amounts of new funding, through both borrowing money
and issuing stock, because of their structure and the legal requirement
that they distribute at least 95% of their taxable income to shareholders
annually. Thus, REITs have historically issued large amounts of new equity
shares to purchase or build new properties. This may have an adverse effect
on prices in the future, especially when REITs continue to issue stock when
real estate prices are relatively high and stock prices are relatively low.
THE SPATIAL MANAGEMENT(SM) CONCEPT
The trust invests in equity securities of Mobile Commerce(SM) companies in
the Spatial Management(SM) industries. The Spatial Management(SM) industries
cover the spectrum from physical space (real estate) to cyberspace (the
internet). By investing in companies whose
Understanding Your Investment 11
<PAGE>
businesses focus on this spectrum, the trust will benefit from the strong growth
in Mobile Commerce(SM). As such, real estate, real estate-related technology
companies (such as riser companies and tower companies), and telecommunication
companies will be focal points of the trust's investment program. The trust
will also invest in REITs and other real estate firms based on their "wired"
relationships and the prospects for their e-commerce initiatives, as well as on
other factors. The following companies are represented in the trust:
* real estate firms
* riser companies
* tower companies
* telecommunications equipment and service providers
* internet service providers
* e-commerce real estate companies
* cable providers
Intellectual Capital Markets, Inc. ("ICM") uses fundamental securities
selection analysis to determine which companies to include in the trust. This
process includes quantitative metrics (such as the price/earnings ratio and free
cash flow analyses) as well as qualitative processes, including the evaluation
of a company's management and the prospects for the success of a company's
technologies.
ICM believes that to transact business in the new economy, business
enterprises must occupy both physical space and cyberspace. ICM has attempted
to select a portfolio that seeks to find opportunities where real estate firms
are undervalued because of technologically-driven changes that are affecting the
value of their underlying real estate. ICM attempts to anticipate which
technologies that impact real estate specifically, and the U.S. economy more
generally, have the greatest promise. ICM believes that there are many
internet-related investment opportunities that, while initially appearing
appealing, have little long-term investment potential because of the
difficulty in monetizing the opportunity with a stream of revenue. At the
same time, ICM believes that much of the telecommunications and related
technology that allows for connectivity between users and the internet can
be monetized by the owner of the technology. ICM seeks to pursue the latter
and seek to avoid the former.
Fundamental to ICM's investment program is the concept of connectivity
between real estate, technology and people. ICM starts with the premise that we
live in a physical world. That means that we exist with a direct relationship
to real estate. Technology cannot alter that reality. At the same time, ICM
believes that the new economy has been driven by the capabilities of a different
space - cyberspace. Cyberspace is of interest in two ways - first, because it
affects the value of different kinds of real estate, and second, because
cyberspace cannot function in the absence of real estate. In popular thinking,
cyberspace exists apart from the physical world. But ICM believes that this is
not the case. For example, a person who is connected to the internet by a
portable handheld device, such as a Palm Pilot or a Handspring occupies space
(real estate) in the physical world. In addition, the technology that allows
that person to connect to the internet is housed in a number of places,
including towers, servers, routers, etc. Accordingly, ICM believes that
technology and real estate go hand-in-hand in allowing commerce to take place in
the new economy. ICM believes that technology affects real estate and vice
versa and both real estate and technology will continue to make important
contributions to the U.S. economy. ICM
12 Understanding Your Investment
<PAGE>
believes that real estate will remain important because it is the "stargate"
(i.e., the portal) into the new economy and technology will continue to grow in
importance.
HOW THE TRUST WORKS
YOUR TRUST. Your trust is a unit investment trust registered under the
Investment Company Act of 1940 and the Securities Act of 1933. We created the
trust under a trust agreement between Ranson & Associates, Inc. (as sponsor and
evaluator), Intellectual Capital Markets, Inc. (as supervisor) and The Bank of
New York (as trustee). To create your trust, we deposited contracts to purchase
stocks with the trustee along with an irrevocable letter of credit or other
consideration to pay for the stocks. In exchange, the trustee delivered units
of your trust to us. Each unit represents an undivided interest in the assets
of your trust. These units remain outstanding until redeemed or until your
trust terminates.
CHANGING YOUR PORTFOLIO. Your trust is not a managed fund. Unlike a managed
fund, we designed your portfolio to remain relatively fixed after its inception.
Your trust will generally buy and sell stocks:
* to pay expenses,
* to issue additional units or redeem units,
* in limited circumstances to protect the trust,
* to make required distributions or avoid imposition of taxes on the trust,
or
* as permitted by the trust agreement.
Your trust will generally reject any offer for securities or property other
than cash in exchange for the stocks in its portfolio. However, if a public
tender offer has been made for a stock or a merger or acquisition has been
announced affecting a stock, your trust may either sell the stock or accept a
tender offer for cash if the supervisor determines that the sale or tender is in
the best interest of unitholders. The trustee will distribute any cash proceeds
to unitholders. If your trust receives securities or property other than cash,
it may either hold the securities or property in its portfolio or sell the
securities or property and distribute the proceeds. For example, this could
happen in a merger or similar transaction.
We will increase the size of your trust as we sell units. When we create
additional units, we will seek to replicate the existing portfolio. When your
trust buys stocks, it will pay brokerage or other acquisition fees. You could
experience a dilution of your investment because of these fees and fluctuations
in stock prices between the time we create units and the time your trust buys
the stocks. When your trust buys or sells stocks, we may direct that it place
orders with and pay brokerage commissions to brokers that sell units or are
affiliated with your trust. We may consider whether a firm sells units of our
trusts when we select firms to handle these transactions.
AMENDING THE TRUST AGREEMENT. Ranson and the trustee can change the trust
agreement without your consent to correct any provision that may be defective or
to make other provisions that will not adversely affect your interest (as
determined by Ranson and the trustee). We cannot change this agreement to
reduce your interest in your trust without your consent. Investors owning two-
thirds of the units in your trust may vote to change this agreement.
TERMINATION OF YOUR TRUST. Your trust will terminate no later than the
termination date
Understanding Your Investment 13
<PAGE>
listed in the "Investment Summary" section of this prospectus. The trustee may
terminate your trust early if the value of the trust is less than 20% of the
original value of the stocks in the trust at the time of deposit. At this size,
the expenses of your trust may create an undue burden on your investment.
Investors owning two-thirds of the units in your trust may also vote to
terminate the trust early. We may also terminate your trust in other limited
circumstances.
The trustee will notify you of any termination and sell any remaining stocks.
The trustee will send your final distribution to you within a reasonable time
following liquidation of all the stocks after deducting final expenses. Your
termination distribution may be less than the price you originally paid for your
units. You may be able to request an in kind distribution of the stocks
underlying your units at termination. Please refer to the section entitled "How
to Sell Your Units-Redeeming Units" for information on in kind distributions.
RANSON. We are an investment banking firm created in 1995. During our
history we have been active in public and corporate finance and have distributed
bonds, mutual funds and unit trusts in the primary and secondary markets. We
are a registered broker-dealer and member of the National Association of
Securities Dealers, Inc. If we fail to or cannot perform our duties as sponsor
or become bankrupt, the trustee may replace us, continue to operate your trust
without a sponsor, or terminate your trust. You can contact us at our
headquarters at 250 North Rock Road, Ste. 150, Wichita, Kansas 67206-2241 or by
using the contacts listed on the back cover of this prospectus.
Ranson and your trust have adopted a code of ethics requiring Ranson's
employees who have access to information on trust transactions to report
personal securities transactions. The purpose of the code is to avoid potential
conflicts of interest and to prevent fraud, deception or misconduct with respect
to your trust.
THE SUPERVISOR. Intellectual Capital Markets, Inc. is the supervisor of your
trust. Intellectual Capital Markets is an investment adviser registered under
the Investment Advisers Act of 1940. Its offices are located at ___________,
Baltimore, Maryland ______.
THE TRUSTEE. The Bank of New York is the trustee of your trust. It is a
trust company organized under New York law. You can contact the trustee by
calling the telephone number on the back cover of this prospectus or write to
Unit Investment Trust Division, 101 Barclay Street, New York, New York 10007.
We may remove and replace the trustee in some cases without your consent. The
trustee may also resign by notifying Ranson and investors.
HOW WE DISTRIBUTE UNITS. We sell units to the public through broker-dealers
and other firms. We pay part of the sales fee to these distribution firms when
they sell units. The distribution fee during the initial offering period is as
follows:
<TABLE>
<CAPTION>
If a firm distributes: It will earn:
--------------------- ------------
<S> <C>
Less than $100,000 2.50%
$100,000 - $249,999 2.25
$250,000 - $499,999 2.00
$500,000 - $999,999 1.75
$1,000,000 or more 1.50
</TABLE>
We apply these amounts as a percent of the unit price per transaction at the
time of the transaction. We also apply the different distribution levels on a
unit basis using a $10 unit equivalent. For example, if a firm distributes
14 Understanding Your Investment
<PAGE>
between 10,000 and 24,999 units, it earns 2.25% of the unit price. In addition,
firms can earn additional amounts based on total sales of all Mobile
Commerce(SM) Trusts during _________________________:
<TABLE>
<CAPTION>
It will earn an
If a firm sells this amount: additional:
--------------------------- ---------------
<S> <C>
$5,000,000 - $9,999,999 0.050%
$10,000,000 - $24,999,999 0.100
$25,000,000 or more 0.125
</TABLE>
We apply these amounts as a percent of the total distribution price. We pay
these additional amounts out of our own assets and not out of your sales fee
directly.
We generally register units for sale in various states in the U.S. We do not
register units for sale in any foreign country. It is your financial
professional's responsibility to make sure that units are registered or exempt
from registration if you are a foreign investor or if you want to buy units in
another country. This prospectus does not constitute an offer of units in any
state or country where units cannot be offered or sold lawfully. We may reject
any order for units in whole or in part.
We may gain or lose money when we hold units in the primary or secondary
market due to fluctuations in unit prices. The gain or loss is equal to the
difference between the price we pay for units and the price at which we sell or
redeem them. We may also gain or lose money when we deposit securities to
create units. For example, we lost $____ on the initial deposit of stocks into
the trust.
TAXES
This section summarizes some of the main U.S. federal income tax consequences
of owning units of your trust. This section is current as of the date of this
prospectus. Tax laws and interpretations change frequently, and these summaries
do not describe all of the tax consequences to all taxpayers. For example, these
summaries generally do not describe your situation if you are a non-U.S. person,
a broker-dealer, or other investor with special circumstances. In addition, this
section does not describe your state or foreign taxes. As with any investment,
you should consult your own tax professional about your particular consequences.
TRUST STATUS. Your trust will not be taxed as a corporation for federal
income tax purposes. As a unit owner, you will be treated as the owner of a pro
rata portion of the stocks and other assets held by the trust, and as such you
will be considered to have received a pro rata share of income (i.e., dividends
and capital gains, if any) from each stock when such income is considered to be
received by a trust. This is true even if you elect to have your distributions
automatically reinvested into additional units. In addition, the income from the
trust that you must take into account for federal income tax purposes is not
reduced for amounts used to pay the deferred sales fee.
YOUR TAX BASIS AND INCOME OR LOSS UPON DISPOSITION. If your trust disposes
of stocks, you will generally recognize gain or loss. If you dispose of your
units or redeem your units for cash, you will also generally recognize gain or
loss. To determine the amount of this gain or loss, you must subtract your tax
basis in the related stocks from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each stock or
other trust asset by apportioning the cost of your units, generally including
sales fees, among each stock or other trust asset
Understanding Your Investment 15
<PAGE>
ratably according to their value on the date you purchase your units. In certain
circumstances, however, you may have to adjust your tax basis after you purchase
your units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest tax
bracket). Net capital gain equals net long-term capital gain minus net short-
term capital loss for the taxable year. Capital gain or loss is long-term if the
holding period for the asset is more than one year and is short-term if the
holding period for the asset is one year or less. You must exclude the date you
purchase your units to determine the holding period of your units. The tax rates
for capital gains realized from assets held for one year or less are generally
the same as for ordinary income. The tax laws may, however, treat certain
capital gains as ordinary income in special situations.
EXCHANGES. If you elect to reinvest the proceeds from your trust in a future
trust, it is considered a sale for federal income tax purposes, and any gain on
the sale will be treated as a capital gain, and any loss will be treated as a
capital loss. However, any loss you incur in connection with the exchange of
units of your trust for units of a future trust will generally be disallowed
with respect to this deemed sale and subsequent deemed repurchase, to the extent
the two trusts have substantially identical stocks under the wash sale
provisions of the Internal Revenue Code.
IN-KIND DISTRIBUTIONS. Under certain circumstances, you may request a
distribution of stocks from your trust when you redeem your units or at the
trust's termination. If you request an in-kind distribution you will be
responsible for any expenses related to this distribution. By electing to
receive an in-kind distribution, you will receive whole shares of stock plus,
possibly, cash. You will not recognize gain or loss if you only receive stocks
in exchange for your pro rata portion of the stocks held by your trust. However,
if you also receive cash in exchange for a fractional share of a stock held by
your trust, you will generally recognize gain or loss based on the difference
between the amount of cash you receive and your tax basis in the fractional
share of the stock.
LIMITATIONS ON THE DEDUCTIBILITY OF TRUST EXPENSES. Generally, for federal
income tax purposes you must take into account your full pro rata share of your
trust's income, even if some of that income is used to pay trust expenses. You
may deduct your pro rata share of each expense paid by your trust to the same
extent as if you directly paid the expense. You may, however, be required to
treat some or all of the expenses of your trust as miscellaneous itemized
deductions. Individuals may only deduct certain miscellaneous itemized
deductions to the extent they exceed 2% of adjusted gross income.
FOREIGN, STATE AND LOCAL TAXES. Distributions by your trust that are treated
as U.S. source income (e.g., dividends received on stocks of domestic
corporations) will generally be subject to U.S. income taxation and withholding
in the case of units held by non-resident alien individuals, foreign
corporations or other non-U.S. persons, subject to any applicable treaty.
However, distributions by your trust that are derived from dividends of stocks
of a foreign corporation and that are not effectively connected to your conduct
of a trade or business within the United States will generally not be subject to
U.S. income
16 Understanding Your Investment
<PAGE>
taxation and withholding in the case of units held by non-resident alien
individuals, foreign corporations or other U.S. persons, provided that less than
25 percent of the gross income of the foreign corporation over the three-year
period ending with the close of the taxable year preceding payment was
effectively connected to the conduct of a trade or business within the United
States.
Some distributions by your trust may be subject to foreign withholding taxes.
Any dividends withheld will nevertheless be treated as income to you. However,
because you are deemed to have paid directly your share of foreign taxes that
have been paid or accrued by a trust, you may be entitled to a foreign tax
credit or deduction for U.S. tax purposes with respect to such taxes.
EXPENSES
Your trust will pay various expenses to conduct its operations. The
"Investment Summary" section of this prospectus shows the estimated amount of
these expenses.
Your trust will pay a fee to the trustee for its services. The trustee also
benefits when it holds cash for your trust in non-interest bearing accounts.
Your trust will reimburse us as evaluator for evaluating your portfolio. Our
reimbursements may exceed the costs of the services we provide to your trust but
will not exceed the costs of services provided to all Ranson unit investment
trusts in any calendar year. Your trust will pay a fee to the supervisor for
providing portfolio supervisory services. All of these fees may adjust for
inflation without your approval.
Your trust will pay a fee to the sponsor for creating and developing the
trust, including determining the trust objective, policies, composition and
size, selecting service providers and information services, and for providing
other similar administrative and ministerial functions. Your trust pays this
"creation and development fee" as a percentage of your trust's average daily net
asset value (not to exceed 1.05 percent of your initial investment over the life
of the trust). The sponsor does not use the fee to pay distribution expenses or
as compensation for sales efforts.
Your trust will also pay its general operating expenses. Your trust may pay
expenses such as trustee expenses (including legal and auditing expenses),
various governmental charges, fees for extraordinary trustee services, costs of
taking action to protect your trust, costs of indemnifying the trustee and
Ranson, legal fees and expenses, expenses incurred in contacting you and costs
incurred to reimburse the trustee for advancing funds to meet distributions.
Your trust will also pay a license fee to Intellectual Capital Markets, Inc. for
the use of various trademarks, service marks and trade names. Your trust may
pay the costs of updating its registration statement each year. The trustee may
sell stocks or use dividend income to pay any trust expenses.
EXPERTS
LEGAL MATTERS. Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois
60603 (http://www.chapman.com), acts as counsel for Ranson and has given an
opinion that the units are validly issued.
INDEPENDENT AUDITORS. Allen, Gibbs & Houlik, L.C., independent auditors,
audited the
Understanding Your Investment 17
<PAGE>
statement of financial condition and the portfolio included in this prospectus.
ADDITIONAL INFORMATION
This prospectus does not contain all the information in the registration
statement that your trust filed with the Securities and Exchange Commission.
The Information Supplement, which was filed with the Securities and Exchange
Commission, includes more detailed information about the stocks in your
portfolio, investment risks and general information about your trust. You can
obtain the Information Supplement by contacting Ranson or the Securities and
Exchange Commission as indicated on the back cover of this prospectus. This
prospectus incorporates the Information Supplement by reference (it is legally
considered part of this prospectus).
18 Understanding Your Investment
<PAGE>
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 102
We have audited the accompanying statement of financial condition, including the
trust portfolio, of Ranson Unit Investment Trusts, Series 102, as of the opening
of business on December __, 2000, the initial date of deposit. The statement of
financial condition is the responsibility of the sponsor. Our responsibility is
to express an opinion on the statement of financial condition based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of financial condition is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of financial condition. Our
procedures included confirmation of the purchases of securities to be deposited
in the trust by correspondence with the trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
sponsor, as well as evaluating the overall statement of financial condition
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statement of financial condition referred to above presents
fairly, in all material respects, the financial position of Ranson Unit
Investment Trusts, Series 102 as of December __, 2000, in conformity with
generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
December __, 2000
<TABLE>
<CAPTION>
STATEMENT OF FINANCIAL CONDITION
AT THE OPENING OF BUSINESS ON DECEMBER __, 2000, THE INITIAL DATE OF DEPOSIT
<S> <C>
INVESTMENT IN STOCKS
Contracts to purchase stocks (1) (2) $________
Number of units ________
LIABILITIES AND INTEREST OF INVESTORS
Liabilities
Organization costs (3) $________
Deferred sales fee (4) ________
________
Interest of investors
Cost to investors (5) ________
Less: gross underwriting commission and organization costs (5) ________
Net interest of investors (1) (2) (5) ________
Total $________
<FN>
--------------------
(1) Aggregate cost of the securities is based on the closing sale price
evaluations as determined by the trustee.
(2) Cash or an irrevocable letter of credit issued by Intrust Bank, N.A.,
Wichita, Kansas has been deposited with the trustee covering the funds
(aggregating $_______) necessary for the purchase of the securities in the
trust represented by purchase contracts.
(3) A portion of the public offering price represents an amount sufficient to pay
for all or a portion of the costs incurred in establishing the trust. The
amount of these costs are set forth in the "Fees and Expenses." A
distribution will be made as of the close of the initial offering period or
six months after the initial date of deposit (if earlier) to an account
maintained by the trustee from which this obligation of the investors will be
satisfied.
(4) The total transactional sales fee consists of an initial sales fee and a
deferred sales fee. The initial sales fee is equal to the difference between
the total transactional sales fee and the deferred sales fee. The total
transactional sales fee is 3.60% (equivalent to 3.636% of the net amount
invested). The deferred sales fee is equal to $0.26 per Unit.
(5) The aggregate cost to investors includes the applicable transactional sales
fee assuming no reduction of transactional sales fees for quantity purchases.
</TABLE>
Understanding Your Investment 19
<PAGE>
CONTENTS
Investment Summary
------------------------------------------------------------------
A concise 2 Investment Objective
description of 2 Investment Strategy
essential 2 Principal Risks
information about 3 Who Should Invest
the portfolio 3 Essential Information
3 Fees and Expenses
4 The Portfolio
Understanding Your Investment
------------------------------------------------------------------
Detailed 5 How to Buy Units
information to help 7 How to Sell Your Units
you understand 9 Distributions
your investment 10 Investment Risks
11 The Spatial Management(SM) Concept
13 How the Trust Works
15 Taxes
17 Expenses
17 Experts
18 Additional Information
19 Report of Independent Auditors
19 Statement of Financial Condition
Where to Learn More
------------------------------------------------------------------
You can contact us for VISIT US ON THE INTERNET
free information about http://www.ranson.com
this and other invest- BY E-MAIL
ments, including the [email protected]
Information Supplement. CALL RANSON
(800) 345-7999
Pricing Line (888) 248-4954
CALL THE BANK OF NEW YORK
(800) 701-8178 (investors)
(800) 647-3383 (brokers)
Additional Information
------------------------------------------------------------------
This prospectus does not contain all information filed with the
Securities and Exchange Commission. To obtain or copy this
information, including the Information Supplement (a duplication
fee may be required):
E-MAIL: [email protected]
WRITE: Public Reference Section
Washington, D.C. 20549-0102
VISIT: http://www.sec.gov (EDGAR Database)
CALL: 1-202-942-8090 (only for information on
the operation of the Public Reference Section)
REFER TO:
RANSON UNIT INVESTMENT TRUSTS, SERIES 102
Securities Act file number: 333-_____
Investment Company Act file number: 811-3763
<PAGE>
RANSON
UNIT
INVESTMENT
TRUSTS
INTELLECTUAL CAPITAL MARKETS, INC.
THE MOBILE COMMERCE(SM) TRUST,
SERIES 1
A SPATIAL MANAGEMENT(SM) CONCEPT
PROSPECTUS DECEMBER __, 2000
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 102
THE MOBILE COMMERCE(SM) TRUST, SERIES 1
INFORMATION SUPPLEMENT
This Information Supplement provides additional information concerning each
trust described in the prospectus for the Ranson Unit Investment Trusts series
identified above. This Information Supplement should be read in conjunction
with the prospectus. It is not a prospectus. It does not include all of the
information that an investor should consider before investing in a trust. It
may not be used to offer or sell units of a trust without the prospectus. This
Information Supplement is incorporated into the prospectus by reference and has
been filed as part of the registration statement with the Securities and
Exchange Commission. Investors should obtain and read the prospectus prior to
purchasing units of a trust. You can obtain the prospectus without charge by
contacting your financial professional or by contacting Ranson & Associates,
Inc. at 250 North Rock Road, Suite 150, Wichita, Kansas 67206-2241, or at (800)
345-7999. This Information Supplement is dated as of the date of the
prospectus.
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
General Information 2
Licensing Agreement 2
Investment Objective and Policies 3
Risk Factors 4
Administration of the Trust 8
Portfolio Transactions and Brokerage Allocation 14
Purchase, Redemption and Pricing of Units 14
Performance Information 18
</TABLE>
<PAGE>
GENERAL INFORMATION
Each trust is one of a series of separate unit investment trusts created
under the name Ranson Unit Investment Trusts and registered under the Investment
Company Act of 1940 and the Securities Act of 1933. Each trust was created as a
common law trust on the inception date described in the prospectus under the
laws of the state of New York. Each trust was created under a trust agreement
among Ranson & Associates, Inc. (as sponsor and evaluator), Intellectual Capital
Markets, Inc. (as supervisor) and The Bank of New York (as trustee).
When your trust was created, the sponsor delivered to the trustee securities
or contracts for the purchase thereof for deposit in the trust and the trustee
delivered to the sponsor documentation evidencing the ownership of units of the
trust. After your trust is created, the sponsor may deposit additional
securities in the trust, contracts to purchase additional securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
securities or cash (including a letter of credit) with instructions to purchase
additional securities. Such additional deposits will be in amounts which will
seek to maintain, for the first 90 days, as closely as possible the same
original percentage relationship among the number of shares of each security in
the trust established by the initial deposit of securities and, thereafter, the
same percentage relationship that existed on such 90th day. If the sponsor
deposits cash, existing and new investors may experience a dilution of their
investments and a reduction in their anticipated income because of fluctuations
in the prices of the securities between the time of the cash deposit and the
purchase of the securities and because the trust will pay the associated
brokerage fees.
A trust consists of (a) the securities listed under "The Portfolio" in the
prospectus as may continue to be held from time to time in the trust, (b) any
additional securities acquired and held by the trust pursuant to the provisions
of the trust agreement and (c) any cash held in the accounts of the trust.
Neither the sponsor nor the trustee shall be liable in any way for any failure
in any of the securities. However, should any contract for the purchase of any
of the securities initially deposited in a trust fail, the sponsor will, unless
substantially all of the moneys held in the trust to cover such purchase are
reinvested in substitute securities in accordance with the trust agreement,
refund the cash and sales charge attributable to such failed contract to all
unitholders on the next distribution date.
LICENSING AGREEMENT
The sponsor and the trust have entered into a license agreement with
Intellectual Capital Markets, Inc. (the "License Agreement"), under which the
trust (through the sponsor) is granted licenses to use the trademark, tradenames
and service marks, including "Mobile Commerce", "Spatial Management" and
"Intellectual Capital Markets", or other applicable marks solely in materials
relating to the creation and issuance, marketing and promotion of such trust and
in accordance with any applicable federal and state securities law to indicate
the basis for determining the composition of the trust's portfolio. As
consideration for the grant of the license, the trust will pay to Intellectual
Capital Markets, Inc. a quarterly fee.
No trust is sponsored, endorsed, sold or promoted by Intellectual Capital
Markets, Inc. (including its affiliates) ("ICM"). ICM has not passed on the
legality or suitability of, or the accuracy or adequacy of descriptions and
disclosures relating to, any trust or units of any trust. ICM makes no
representation or warranty, express or implied, to the owners of units of a
trust or any member of the public regarding the advisability of investing in
securities generally or in units of a trust particularly. ICM's only
relationship to the sponsor ("Licensee") and a trust regarding the trademarks,
service marks, and trade names of ICM is in the licensing of such trademarks,
service marks, and trade names of ICM. ICM is not responsible for and has not
participated in the determination of the timing of, prices at, or quantities of
the units of a trust to be issued or in the determination or calculation of the
equation by which the units of a trust are to be converted into cash. ICM has
no liability in connection with the administration or operations of a trust,
marketing or trading of units of a trust under its license agreement.
ICM DOES NOT GUARANTEE THE ACCURACY OF ANY INFORMATION INCLUDED HEREIN
RELATED TO ITS TRADEMARKS, SERVICE MARKS OR TRADE NAMES. ICM MAKES NO WARRANTY,
2
<PAGE>
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF UNITS OF
A TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF ITS TRADEMARKS, SERVICE
MARKS OR TRADE NAMES. THE ICM MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, SERVICE MARKS OR TRADE NAMES.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE ICM HAVE ANY
LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
INVESTMENT OBJECTIVE AND POLICIES
The trust invests in stocks of companies in Spatial Management(TM)
industries. Spatial Management(TM) industries cover the spectrum from physical
space (real estate) to cyberspace (the internet). By investing in companies
whose businesses focus on this spectrum, the trust seeks to benefit from growth
in Mobile Commerce(SM). As such, real estate, real estate-related technology
companies (such as riser companies and tower companies), and telecommunication
companies are focal points of the portfolio. Intellectual Capital Markets, Inc.
used fundamental securities selection analysis to select companies for the
portfolio. This process includes quantitative metrics (such as the
price/earnings ratio and free cash flow analyses) as well as qualitative
processes, including the evaluation of a company's management and the prospects
for the success of a company's technologies.
The trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analysis. The portfolio of a trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from a portfolio.
The trust agreement provides that the sponsor may (but need not) direct the
trustee to dispose of a security in certain events such as the issuer having
defaulted on the payment on any of its outstanding obligations or the price of a
security has declined to such an extent or other such credit factors exist so
that in the opinion of the sponsor the retention of such securities would be
detrimental to the trust. If a public tender offer has been made for a security
or a merger or acquisition has been announced affecting a security, the trustee
may either sell the security or accept a tender offer for cash if the supervisor
determines that the sale or tender is in the best interest of unitholders. The
trustee will distribute any cash proceeds to unitholders. Pursuant to the trust
agreement and with limited exceptions, the trustee may sell any securities or
other properties acquired in exchange for securities such as those acquired in
connection with a merger or other transaction. If offered such new or exchanged
securities or property other than cash, the trustee shall reject the offer.
However, in the event such securities or property are nonetheless acquired by
the trust, they may be accepted for deposit in a trust and either sold by the
trustee or held in a trust pursuant to the direction of the sponsor. Proceeds
from the sale of securities (or any securities or other property received by the
trust in exchange for securities) are credited to the Capital Account for
distribution to unitholders or to meet redemptions. Except as stated in the
trust agreement, herein, or in the prospectus, the acquisition by the trust of
any securities other than the portfolio securities is prohibited. The trustee
may sell securities, designated by the sponsor, from the trust for the purpose
of redeeming units of a trust tendered for redemption and the payment of
expenses and for such other purposes as permitted under the trust agreement.
Notwithstanding the foregoing, the trustee is authorized to reinvest any
funds held in the Capital or Income Accounts, pending distribution, in U.S.
Treasury obligations which mature on or before the next applicable distribution
date. Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.
Proceeds from the sale of securities (or any securities or other property
received by a trust in exchange for securities) are credited to the Capital
Account of a trust for distribution to unitholders or to meet redemptions.
Except
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for failed securities and as provided herein, in the prospectus or in the trust
agreement, the acquisition by a trust of any securities other than the portfolio
securities is prohibited. The trustee may sell securities from a trust for the
purpose of redeeming units tendered for redemption and the payment of expenses.
RISK FACTORS
STOCKS. An investment in units of a trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including the risk that the financial condition of issuers of the securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus, in the value of the units) or the risk that holders of
common stock have a right to receive payments from the issuers of those stocks
that is generally inferior to that of creditors of, or holders of debt
obligations issued by, the issuers and that the rights of holders of common
stock generally rank inferior to the rights of holders of preferred stock.
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.
Holders of common stock incur more risk than the holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stock
issued by the issuer. Holders of common stock of the type held by a trust have
a right to receive dividends only when and if, and in the amounts, declared by
the issuer's board of directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stock 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, but do not participate in other
amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends and any
cumulative preferred stock dividend omitted is added to future dividends payable
to the holders of cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (whose value,
however, will be subject to market fluctuations prior thereto), common stocks
have neither a fixed principal amount nor a maturity and have values which are
subject to market fluctuations for as long as the stocks remain outstanding.
The value of the securities in a portfolio thus may be expected to fluctuate
over the entire life of a trust to values higher or lower than those prevailing
at the time of purchase.
TECHNOLOGY ISSUERS. Because the trust generally includes a concentration of
technology and technology-related companies, an investment in units should be
made with an understanding of the characteristics of the technology industry and
the risks which such an investment may entail. Technology companies generally
include companies involved in the development, design, manufacture and sale of
computers, computer related equipment, computer networks, communications
systems, telecommunications products, semiconductors, electronic products, and
other related products, systems and services. The market for technology
products is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. The success of the issuers of the securities depends
in substantial part on the timely and successful introduction of new products.
An unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse affect
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on an issuer's operating results. Furthermore, there can be no assurance that
the issuers of the securities will be able to respond timely to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of technology
common stocks to fluctuate substantially. In addition, technology company
stocks have experienced extreme price and volume fluctuations that often have
been unrelated to the operating performance of such companies. This market
volatility may adversely affect the market price of the securities and therefore
the ability of a unitholder to redeem units at a price equal to or greater than
the original price paid for such units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the
future suppliers will be able to meet the demand for components in a timely and
cost effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous industry standards. Any failure to comply with
such standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated into
other related products, such companies are often highly dependent on the
performance of the personal computer, electronics and telecommunications
industries. There can be no assurance that these customers will place
additional orders, or that an issuer of securities will obtain orders of similar
magnitude as past orders from other customers. Similarly, the success of
certain technology companies is tied to a relatively small concentration of
products or technologies. Accordingly, a decline in demand of such products,
technologies or from such customers could have a material adverse impact on
issuers of the securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology.
Certain issuers of the securities may derive a significant amount of business
in foreign markets. Many countries, especially emerging market countries, have
regulatory requirements that differ from U.S. requirements and are characterized
by less developed and more volatile economies. International sales and
operations are subject to certain risks, including unexpected changes in
regulatory environments, exchange rates, tariffs and other barriers, political
and economic instability and potentially adverse tax consequences. All of these
factors could have a material adverse impact on the financial condition of
certain issuers.
REAL ESTATE INVESTMENT TRUSTS. The trust will invest in shares issued by
REITs, domestic corporations or business trusts which invest primarily in income
producing real estate or real estate related loans or mortgages. REITs are
financial vehicles that have as their objective the pooling of capital from a
number of investors in order to participate directly in real estate ownership or
financing. Thus, an investment in the trust will be subject to risks similar to
those associated with the direct ownership of real estate, in addition to
securities markets risks, because of the trust's concentration in the securities
of companies in the real estate industry. These risks include:
* declines in the value of real estate,
* illiquidity of real property investments,
* risks related to general U.S. and global as well as local economic
conditions,
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* dependency on management skill,
* heavy cash flow dependency,
* possible lack of availability of mortgage funds,
* excessive levels of debt or overleveraged financial structure,
* overbuilding,
* extended vacancies, or obsolescence, of properties,
* increase in competition,
* increases in property taxes and operating expenses,
* changes in zoning laws,
* losses due to costs resulting from the clean-up of environmental problems,
* liability to third parties for damages resulting from environmental
problems,
* casualty or condemnation losses,
* economic or regulatory impediments to raising rents,
* changes in neighborhood values and buyer demand,
* changes in the appeal of properties to tenants, and
* changes in interest rates, tax rates or operating expenses.
In addition to these risks, equity REITs may be more likely to be affected by
changes in the value of the underlying property owned by the trusts. Further,
REITs are dependent upon the management skills of the issuers and generally may
not be diversified.
The above factors may also adversely affect a borrower's or lessee's ability
to meet its obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in enforcing its rights as a mortgagee or
lessor and may incur substantial costs associated with protecting its
investments.
A significant amount of the assets of a REIT may be invested in investments
in specific geographic areas or in specific property types, i.e., hotels,
shopping malls, residential complexes, and office buildings. The impact of
economic conditions on REITs also varies with geographic location and property
type. Variations in rental income and space availability and vacancy rates in
terms of supply and demand are additional factors affecting real estate
generally and REITs in particular. In addition, you should be aware that REITs
may not be diversified and are subject to the risks of financing projects. REITs
are also subject to
* defaults by borrowers,
* the market's perception of the REIT industry generally,
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* the possibility of failing to qualify for tax-free pass-through of income
under the Internal Revenue Code, and
* the possibility of failing to maintain exemption from the Investment
Company Act of 1940.
A default by a borrower or lessee may cause the REIT to experience delays in
enforcing its rights as mortgagee or lessor and to incur significant costs
related to protecting its investments.
Some REITs in the trust may be structured as UPREITs. An UPREIT owns an
interest in a partnership that owns real estate. This can result in a potential
conflict of interest between (1) shareholders of the REIT who may want to sell
an asset and (2) other partnership interest holders who would be subject to tax
liability if the REIT sells the property. In some cases, REITs have entered into
"no sell" agreements, which are designed to avoid taxing the holders of
partnership units by preventing the REIT from selling the property. This
arrangement may mean that the REIT would refuse a lucrative offer for an asset
or be forced to hold on to a poor asset. Since parties to "no sell" agreements
often do not disclose them, the sponsor does not know whether any of the REITs
in the trust have entered into this kind of arrangement.
A REIT generally maintains comprehensive insurance on presently owned and
subsequently acquired real property assets, including (1) liability, (2) fire
and (3) extended coverage. However, there are certain types of losses, generally
of a catastrophic nature, such as earthquakes and floods, that may be
uninsurable or not economically insurable, as to which the REIT's properties are
at risk in their particular locales. The management of a REIT uses its
discretion in determining (1) amounts, (2) coverage limits and (3) deductibility
provisions of insurance. They aim to acquire appropriate insurance on their
investments at reasonable costs and on suitable terms. This may result in
insurance coverage that, in the event of a substantial loss, would not be
sufficient to pay the full current market value or current replacement cost of
the lost investment. Inflation, changes in building codes and ordinances,
environmental considerations, and several other factors might make it unfeasible
to use insurance proceeds to replace a facility after it has been damaged or
destroyed. Under such circumstances, the insurance proceeds that a REIT receives
might not be adequate to restore its economic position with respect to that
property.
Under various federal, state, and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic substances
on, under or in such property. Such laws often impose liability (1) whether or
not the owner or operator caused or knew of the presence of the hazardous or
toxic substances and (2) whether or not the storage of the substances was in
violation of a tenant's lease. In addition, (1) the presence of hazardous or
toxic substances, or (2) the failure to remediate the property properly, may
hinder the owner's ability to borrow using that real property as collateral. We
can not give any assurance that one or more of the REITs in the trust may not be
currently liable or potentially liable for any of these costs in connection with
real estate assets they presently own or subsequently acquire while the shares
of those REITs are held in the trust.
In recent years, several unit investment trusts (UITs) acquired significant
amounts of REIT shares through underwriting arrangements between the REIT
issuers and the sponsors of the UITs. These UITs are scheduled to terminate
within the next few years. This may result in the sale of substantial quantities
of shares of individual REIT shares in the open market. These sales by other
UITs may adversely affect the value of the securities in the trust. When the
trust sells securities, these sales by other UITs may reduce the sales proceeds
that the trust receives. The sponsor is unable to predict the extent to which
REIT issuers will issue new equity shares or equivalents in the future. Any new
issuances and transactions could negatively affect REIT equity share prices,
including those shares that the trust holds.
LIQUIDITY. Whether or not the securities are listed on a national securities
exchange, the principal trading market for the securities may be in the
over-the-counter market. As a result, the existence of a liquid trading
market for the securities may depend on whether dealers will make a market
in the securities. There can be no assurance that a market will be made for
any of the securities, that any market for the securities will be maintained
or of the liquidity
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of the securities in any markets made. In addition, a trust is restricted under
the Investment Company Act of 1940 from selling securities to the sponsor. The
price at which the securities may be sold to meet redemptions and the value of a
trust will be adversely affected if trading markets for the securities are
limited or absent.
ADDITIONAL DEPOSITS. The trust agreement authorizes the sponsor to increase
the size of a trust and the number of units thereof by the deposit of additional
securities, or cash (including a letter of credit) with instructions to purchase
additional securities, in such trust and the issuance of a corresponding number
of additional units. If the sponsor deposits cash, existing and new investors
may experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the securities
between the time of the cash deposit and the purchase of the securities and
because a trust will pay the associated brokerage fees. To minimize this
effect, the trusts will attempt to purchase the securities as close to the
evaluation time or as close to the evaluation prices as possible.
LITIGATION AND LEGISLATION. From time to time Congress considers proposals
to reduce the rate of the dividends-received deduction. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unitholders are urged to
consult their own tax advisers. Further, at any time litigation may be
initiated on a variety of grounds, or legislation may be enacted with respect to
the securities in a trust or the issuers of the securities. There can be no
assurance that future litigation or legislation will not have a material adverse
effect on the trust or will not impair the ability of issuers to achieve their
business goals.
ADMINISTRATION OF THE TRUST
DISTRIBUTIONS TO UNITHOLDERS. Income received by a trust is credited by the
trustee to the Income Account of the trust. Other receipts are credited to the
Capital Account of a trust. Income received by a trust will be distributed on
or shortly after the distribution dates each year shown in the prospectus on a
pro rata basis to unitholders of record as of the preceding record date shown in
the prospectus. All distributions will be net of applicable expenses. There is
no assurance that any actual distributions will be made since all dividends
received may be used to pay expenses. In addition, excess amounts from the
Capital Account of a trust, if any, will be distributed at least annually to the
unitholders then of record. Proceeds received from the disposition of any of
the securities after a record date and prior to the following distribution date
will be held in the Capital Account and not distributed until the next
distribution date applicable to the Capital Account. The trustee shall be
required to make a distribution from the Capital Account if the cash balance on
deposit therein available for distribution shall be sufficient to distribute at
least $1.00 per 100 units. The trustee is not required to pay interest on funds
held in the Capital or Income Accounts (but may itself earn interest thereon and
therefore benefits from the use of such funds). The trustee is authorized to
reinvest any funds held in the Capital or Income Accounts, pending distribution,
in U.S. Treasury obligations which mature on or before the next applicable
distribution date. Any obligations so acquired must be held until they mature
and proceeds therefrom may not be reinvested.
The distribution to the unitholders as of each record date will be made on
the following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the unitholders' pro rata share of
the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by a trust at a constant
rate throughout the year, such distributions to unitholders are expected to
fluctuate. Persons who purchase units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of units, and thereby a unitholder of record, on the date of settlement provided
payment has been received. Notification to the trustee of the transfer of units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
The trustee will periodically deduct from the Income Account of a trust and,
to the extent funds are not sufficient therein, from the Capital Account of a
trust amounts necessary to pay the expenses of a trust. The trustee also may
withdraw from said accounts such amounts, if any, as it deems necessary to
establish a reserve for any governmental
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charges payable out of a trust. Amounts so withdrawn shall not be considered a
part of a trust's assets until such time as the trustee shall return all or any
part of such amounts to the appropriate accounts. In addition, the trustee may
withdraw from the Income and Capital Accounts of a trust such amounts as may be
necessary to cover redemptions of units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional units of their trust without a sales fee. In addition,
unitholders may elect to have distributions of capital (including capital gains,
if any) or dividends or both automatically invested without charge in shares of
certain mutual funds, including certain funds underwritten or advised by Scudder
Kemper Investments, Inc., at net asset value if such funds are registered in
such unitholder's state of residence. Since the portfolio securities and
investment objectives of such mutual funds generally will differ significantly
from those of a trust, unitholders should carefully consider the consequences
before selecting such mutual funds for reinvestment. Detailed information with
respect to the investment objectives and the management of such mutual funds is
contained in the prospectus, which can be obtained from the sponsor upon
request. An investor should read the prospectus of the reinvestment fund
selected prior to making the election to reinvest. Unitholders who desire to
have such distributions automatically reinvested should inform their broker at
the time of purchase or should file with the Program Agent referred to below a
written notice of election.
Your trust will pay any deferred sales fee per unit regardless of any sales
fee discounts. However, if you are eligible to receive a discount such that the
sales fee you must pay is less than the applicable deferred sales fee, you will
be credited the difference between your sales fee and the deferred sales fee at
the time you buy your units. Accordingly, if you elect to have distributions on
your units reinvested into additional units of your trust, you will be credited
the amount of any remaining deferred sales charge on such units at the time of
reinvestment.
Unitholders who are receiving distributions in cash may elect to participate
in distribution reinvestment by filing with the Program Agent an election to
have such distributions reinvested without charge. Such election must be
received by the Program Agent at least ten days prior to the record date
applicable to any distribution in order to be in effect for such record date.
Any such election shall remain in effect until a subsequent notice is received
by the Program Agent.
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the trustee will furnish
to each unitholder 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.
The accounts of a trust are required to be audited annually, at the related
trust's expense, by independent public accountants designated by the sponsor,
unless the sponsor determines that such an audit would not be in the best
interest of the unitholders of the trust. The accountants' report will be
furnished by the trustee to any unitholder upon written request. Within a
reasonable period of time after the end of each calendar year, the trustee shall
furnish to each person who at any time during the calendar year was a unitholder
of a trust a statement, covering the calendar year, setting forth for the trust:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of the
trust and for redemptions of units, if any; and
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(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each unit outstanding on
the last business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any securities and the net proceeds
received therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of
the trust held for distribution to unitholders of record as of a
date prior to the determination; and
(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each unit outstanding on the last
business day of such calendar year; and
(C) The following information:
(1) A list of the securities as of the last business day of such
calendar year;
(2) The number of units outstanding on the last business day of such
calendar year;
(3) The redemption price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the
Income and Capital Accounts separately stated, expressed both as
total dollar amounts and as dollar amounts per unit outstanding on
the record dates for each such distribution.
RIGHTS OF UNITHOLDERS. A unitholder may at any time tender units to the
trustee for redemption. The death or incapacity of any unitholder will not
operate to terminate a trust nor entitle legal representatives or heirs to claim
an accounting or to bring any action or proceeding in any court for partition or
winding up of a trust. No unitholder shall have the right to control the
operation and management of a trust in any manner, except to vote with respect
to the amendment of the trust agreement or termination of a trust.
AMENDMENT AND TERMINATION. The trust agreement may be amended by the trustee
and the sponsor without the consent of any of the unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
unitholders. The trust agreement with respect to any trust 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 units representing 66 2/3% of
the units then outstanding of the trust, provided that no such amendment or
waiver will reduce the interest of any unitholder thereof without the consent of
such unitholder or reduce the percentage of units required to consent to any
such amendment or waiver without the consent of all unitholders of the trust.
In no event shall the trust agreement be amended to increase the number of units
of a trust issuable thereunder or to permit the acquisition of any securities in
addition to or in substitution for those initially deposited in the trust,
except in accordance with the provisions of the trust agreement. The trustee
shall promptly notify unitholders of the substance of any such amendment.
The trust agreement provides that a trust shall terminate upon the
liquidation, redemption or other disposition of the last of the securities held
in the trust but in no event is it to continue beyond the mandatory termination
date set forth in the prospectus. If the value of a trust shall be less than
the applicable minimum value stated in the prospectus (generally 20% of the
total value of securities deposited in the trust during the initial offering
period), the trustee may, in its discretion, and shall, when so directed by the
sponsor, terminate the trust. A trust may be terminated at any
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time by the holders of units representing 66 2/3% of the units thereof then
outstanding. In addition, the sponsor may terminate a trust if it is based on a
security index and the index is no longer maintained.
Beginning nine business days prior to, but no later than, the mandatory
termination date described in the prospectus, the trustee may begin to sell all
of the remaining underlying securities on behalf of unitholders in connection
with the termination of the trust. The sponsor may assist the trustee in these
sales and receive compensation to the extent permitted by applicable law. The
sale proceeds will be net of any incidental expenses involved in the sales.
The sponsor will attempt to sell the securities as quickly as it can during
the termination proceedings without in its judgment materially adversely
affecting the market price of the securities, but it is expected that all of the
securities will in any event be disposed of within a reasonable time after a
trust's termination. The sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the securities being sold. The liquidity of any security depends
on the daily trading volume of the security and the amount that the sponsor has
available for sale on any particular day. Of course, no assurances can be given
that the market value of the securities will not be adversely affected during
the termination proceedings.
Approximately thirty days prior to termination of a trust, the trustee will
notify unitholders of the termination and provide a form allowing qualifying
unitholders to elect an in kind distribution. A unitholder who owns the minimum
number of units shown in the prospectus may request an in kind distribution from
the trustee instead of cash. The trustee will make an in kind distribution
through the distribution of each of the securities of the trust in book entry
form to the account of the unitholder's bank or broker-dealer at Depository
Trust Company. The unitholder will be entitled to receive whole shares of each
of the securities comprising the portfolio of a trust and cash from the Capital
Account equal to the fractional shares to which the unitholder is entitled. The
trustee may adjust the number of shares of any security included in a
unitholder's in kind distribution to facilitate the distribution of whole
shares. The sponsor may terminate the in kind distribution option at any time
upon notice to the unitholders. Special federal income tax consequences will
result if a unitholder requests an in kind distribution.
Within a reasonable period after termination, the trustee will sell any
securities remaining in a trust and, after paying all expenses and charges
incurred by the trust, will distribute to unitholders thereof (upon surrender
for cancellation of certificates for units, if issued) their pro rata share of
the balances remaining in the Income and Capital Accounts of the trust.
The sponsor currently intends, but is not obligated, to offer for sale units
of a subsequent series of a trust at approximately the time of the mandatory
termination date. If the sponsor does offer such units for sale, unitholders
may be given the opportunity to purchase such units at a public offering price
which includes a reduced sales fee. There is, however, no assurance that units
of any new series of a trust will be offered for sale at that time, or if
offered, that there will be sufficient units available for sale to meet the
requests of any or all unitholders.
THE TRUSTEE. The trustee is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its Unit Investment Trust
Division offices at 101 Barclay Street, New York, New York 10007, telephone 1-
800-701-8178. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of Governors
of the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.
The trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of any trust. In accordance with the trust agreement,
the trustee shall keep records of all transactions at its office. Such records
shall include the name and address of, and the number of units held by, every
unitholder of a trust. Such books and records shall be open to inspection by
any unitholder at all reasonable times during usual business hours. The trustee
shall make such annual or other reports as may from time to time be required
under any applicable state or federal statute, rule or regulation. The trustee
shall keep a certified copy or duplicate original of the trust agreement on file
in its
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office available for inspection at all reasonable times during usual business
hours by any unitholder, together with a current list of the securities held in
each trust. Pursuant to the trust agreement, the trustee may employ one or more
agents for the purpose of custody and safeguarding of securities comprising a
trust.
Under the trust agreement, the trustee or any successor trustee may resign
and be discharged of a trust created by the trust agreement by executing an
instrument in writing and filing the same with the sponsor.
The trustee or successor trustee must mail a copy of the notice of
resignation to all unitholders then of record, not less than sixty days before
the date specified in such notice when such resignation is to take effect. The
sponsor upon receiving notice of such resignation is obligated to appoint a
successor trustee promptly. If, upon such resignation, no successor trustee has
been appointed and has accepted the appointment within thirty days after
notification, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The sponsor may at any time
remove the trustee, with or without cause, and appoint a successor trustee as
provided in the trust agreement. Notice of such removal and appointment shall
be mailed to each unitholder by the sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original trustee shall vest in the
successor. The trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
THE SPONSOR. Ranson & Associates, Inc., the sponsor, is an investment
banking firm created in 1995 and is the successor sponsor to unit investment
trusts formerly sponsored by EVEREN Unit Investment Trusts, a service of EVEREN
Securities, Inc. Ranson & Associates, Inc. is also the sponsor and successor
sponsor of Series of The Kansas Tax-Exempt Trust and Multi-State Series of The
Ranson Municipal Trust. Ranson & Associates, Inc. has been active in public and
corporate finance and have sold bonds and unit investment trusts and maintained
secondary market activities relating thereto. At present, Ranson & Associates,
Inc., which is a member of the National Association of Securities Dealers, Inc.,
is the sponsor to each of the above-named unit investment trusts and serves as
the financial advisor and as an underwriter for Kansas municipalities. The
sponsor's offices are located at 250 North Rock Road, Suite 150, Wichita, Kansas
67206-2241.
If at any time the sponsor shall fail to perform any of its duties under the
trust agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the trust agreement and liquidate any trust as
provided therein, or (c) continue to act as trustee without terminating the
trust agreement.
The foregoing financial information with regard to the sponsor relates to the
sponsor only and not to the trust. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the sponsor and its ability to carry out its contractual
obligations with respect to the trust. More comprehensive financial information
can be obtained upon request from the sponsor.
THE EVALUATOR. Ranson & Associates, Inc., the sponsor, also serves as
evaluator. The evaluator may resign or be removed by the trustee in which event
the trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the trustee to each unitholder.
THE SUPERVISOR. Intellectual Capital Markets, Inc. serves as supervisor.
The supervisor may resign or be removed by the sponsor or the trustee in which
event the sponsor and trustee are to use their best efforts to appoint
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a satisfactory successor. Such resignation or removal shall become effective
upon acceptance of appointment by the successor supervisor. If upon resignation
of the supervisor no successor has accepted appointment within thirty days after
notice of resignation, the supervisor may apply to a court of competent
jurisdiction for the appointment of a successor. Notice of such registration or
removal and appointment shall be mailed by the trustee to each unitholder.
LIMITATIONS ON LIABILITY. The sponsor is liable for the performance of its
obligations arising from its responsibilities under the trust agreement, but
will be under no liability to the unitholders for taking any action or
refraining from any action in good faith pursuant to the trust agreement or for
errors in judgment, except in cases of its own gross negligence, bad faith or
willful misconduct or its reckless disregard for its duties thereunder. The
sponsor shall not be liable or responsible in any way for depreciation or loss
incurred by reason of the sale of any securities.
The trust agreement provides that the trustee shall be under no liability for
any action taken in good faith in reliance upon prima facie properly executed
documents or for the disposition of moneys, securities or certificates except by
reason of its own negligence, bad faith or willful misconduct, or its reckless
disregard for its duties under the trust agreement, nor shall the trustee be
liable or responsible in any way for depreciation or loss incurred by reason of
the sale by the trustee of any securities. In the event that the sponsor shall
fail to act, the trustee may act and shall not be liable for any such action
taken by it 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 thereof. In addition, the trust agreement contains other
customary provisions limiting the liability of the trustee.
The trustee and unitholders may rely on any evaluation furnished by the
evaluator and shall have no responsibility for the accuracy thereof. The trust
agreement provides that the determinations made by the evaluator shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the evaluator shall be under no liability to the trustee or
unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the trust agreement.
EXPENSES OF THE TRUST. The sponsor will not charge a trust any fees for
services performed as sponsor. The sponsor will receive a portion of the sale
commissions paid in connection with the purchase of units and will share in
profits, if any, related to the deposit of securities in the trust.
The trustee receives for its services that fee set forth in the prospectus.
The trustee's fee which is calculated monthly is based on the largest number of
units of a trust outstanding during the calendar year for which such
compensation relates. The trustee benefits to the extent there are funds for
future distributions, payment of expenses and redemptions in the Capital and
Income Accounts since these Accounts are non-interest bearing and the amounts
earned by the trustee are retained by the trustee. Part of the trustee's
compensation for its services to a trust is expected to result from the use of
these funds.
The supervisor will charge a trust a surveillance fee for services performed
for the trust in an amount not to exceed that amount set forth in the
prospectus. Such fee shall be based on the total number of units of the related
trust outstanding as of the January record date for any annual period.
For evaluation of the securities in a trust, the evaluator shall receive that
fee set forth in the prospectus, payable monthly, based upon the largest number
of units of the trust outstanding during the calendar year for which such
compensation relates.
The trustee's fee, supervisor's fee and evaluator's fee are deducted from the
Income Account of the related trust to the extent funds are available and then
from the Capital Account. Each such fee may be increased without approval of
unitholders by amounts not exceeding a proportionate increase in the Consumer
Price Index or any equivalent index substituted therefor.
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The trust will pay a fee to the sponsor for creating and developing the
trust, including determining the trust objective, policies, composition and
size, selecting service providers and information services, and for providing
other similar administrative and ministerial functions. Your trust pays this
"creation and development fee" as a percentage of your trust's average daily net
asset value (not to exceed the percentage of your initial investment over the
life of the trust set forth in the prospectus). The sponsor does not use the
fee to pay distribution expenses or as compensation for sales efforts.
The trust will pay a license fee to Intellectual Capital Markets, Inc. for
use of certain trademarks.
The following additional charges are or may be incurred by the trust: (a)
fees for the trustee's extraordinary services; (b) expenses of the trustee
(including legal and auditing expenses, but not including any fees and expenses
charged by an agent for custody and safeguarding of securities) and of counsel,
if any; (c) various governmental charges; (d) expenses and costs of any action
taken by the trustee to protect the trust or the rights and interests of the
unitholders; (e) indemnification of the trustee for any loss, liability or
expense incurred by it in the administration of the trust not resulting from
negligence, bad faith or willful misconduct on its part or its reckless
disregard for its obligations under the trust agreement; (f) indemnification of
the sponsor for any loss, liability or expense incurred in acting in that
capacity without gross negligence, bad faith or willful misconduct or its
reckless disregard for its obligations under the trust agreement; (g) any
offering costs incurred after the end of the initial offering period; and (h)
expenditures incurred in contacting unitholders upon termination of the trust.
The fees and expenses set forth herein are payable out of a trust and, when
owing to the trustee, are secured by a lien on the trust. Since the securities
are all stocks, and the income stream produced by dividend payments, if any, is
unpredictable, the sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of a trust. If the balances in the
Income and Capital Accounts are insufficient to provide for amounts payable by
the trust, the trustee has the power to sell securities to pay such amounts.
These sales may result in capital gains or losses to unitholders. It is
expected that the income stream produced by dividend payments may be
insufficient to meet the expenses of a trust and, accordingly, it is expected
that securities will be sold to pay all of the fees and expenses of the trust.
A trust may pay the costs of updating its registration statement each year.
Unit investment trust sponsors have historically paid these expenses.
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION
When a trust sells securities, the composition and diversity of the
securities in the trust may be altered. In order to obtain the best price for a
trust, it may be necessary for the supervisor to specify minimum amounts (such
as 100 shares) in which blocks of securities are to be sold. In effecting
purchases and sales of a trust's portfolio securities, the sponsor may direct
that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the trust, the sponsor or dealers
participating in the offering of units. In addition, in selecting among firms
to handle a particular transaction, the sponsor may take into account whether
the firm has sold or is selling products which it sponsors.
PURCHASE, REDEMPTION AND PRICING OF UNITS
PUBLIC OFFERING PRICE. Units of a trust are offered at the public offering
price (which is based on the aggregate underlying value of the securities in the
trust and includes the initial sales fee plus a pro rata share of any
accumulated amounts in the accounts of the trust). The initial sales fee is
equal to the difference between the maximum transactional sales fee and the
maximum deferred sales fee. The maximum transactional sales fee is 3.60% of the
public offering price (equivalent to 3.636% of the net amount invested). This
amount does not include the creation and development fee paid to the sponsor
which is described under "Administration of the Trust - Expenses of the Trust".
The deferred sales fee will be collected as described in the prospectus. The
total amount of deferred sales fee payments will be $0.26 per unit. Units
purchased subsequent to the initial deferred sales fee payment will be subject
to the initial sales fee and the remaining deferred sales fee payments. Units
sold or redeemed prior to such
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time as the entire applicable deferred sales fee has been collected will be
assessed the remaining deferred sales fee at the time of such sale or
redemption. During the initial offering period, a portion of the public
offering price includes an amount of securities to pay for all or a portion of
the costs incurred in establishing a trust. These costs include the cost of
preparing the registration statement, the trust indenture and other closing
documents, registering units with the Securities and Exchange Commission and
states, the initial audit of the trust portfolio, legal fees and the initial
fees and expenses of the trustee. These costs will be deducted from a trust as
of the end of the initial offering period or after six months, if earlier.
As indicated above, the initial public offering price of the units was
established by dividing the aggregate underlying value of the securities by the
number of units outstanding. Such price determination as of the opening of
business on the date a trust was created was made on the basis of an evaluation
of the securities in the trust prepared by the trustee. After the opening of
business on this date, the evaluator will appraise or cause to be appraised
daily the value of the underlying securities as of the close of the New York
Stock Exchange on days the New York Stock Exchange is open and will adjust the
public offering price of the units commensurate with such valuation. Such
public offering price will be effective for all orders received at or prior to
the close of trading on the New York Stock Exchange on each such day. Orders
received by the trustee, sponsor or any dealer for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price.
The value of the securities is determined on each business day by the
evaluator based on the closing sale prices on a national securities exchange or
The Nasdaq National Market or by taking into account the same factors referred
to under "Computation of Redemption Price."
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, units of a
trust will be distributed to the public at the public offering price thereof.
Upon the completion of the initial offering, units which remain unsold or which
may be acquired in the secondary market may be offered at the public offering
price determined in the manner provided above.
The sponsor intends to qualify units of a trust for sale in a number of
states. Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. and through others. Broker-dealers and
others will be allowed a concession or agency commission in connection with the
distribution of units during the initial offering period as set forth in the
prospectus.
Certain commercial banks may be making units of a trust available to their
customers on an agency basis. A portion of the sales charge paid by their
customers is retained by or remitted to the banks in the amount of the broker-
dealer concession or agency commission set forth in the prospectus. Banks may
be prohibited from underwriting trust units; however, certain agency
transactions may be permitted. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein and banks
and financial institutions may be required to register as dealers pursuant to
state law. The sponsor reserves the right to change the concessions or agency
commissions set forth in the prospectus from time to time. In addition to such
concessions or agency commissions, the sponsor may, from time to time, pay or
allow additional concessions or agency commissions, in the form of cash or other
compensation, to dealers employing registered representatives who sell, during a
specified time period, a minimum dollar amount of units of unit investment
trusts underwritten by the sponsor. At various times the sponsor may implement
programs under which the sales force of a broker or dealer may be eligible to
win nominal awards for certain sales efforts, or under which the sponsor will
reallow to any such broker or dealer that sponsors sales contests or recognition
programs conforming to criteria established by the sponsor, or participates in
sales programs sponsored by the sponsor, an amount not exceeding the total
applicable sales charges on the sales generated by such person at the public
offering price during such programs. Also, the sponsor in its discretion may
from time to time pursuant to objective criteria established by the sponsor pay
fees to qualifying brokers or dealers for certain services or activities which
are primarily intended to result in sales of units of a trust. Such payments
are made by the sponsor out of its own assets, and not out of the assets of any
trust. These programs will not change the
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price unitholders pay for their units or the amount that a trust will receive
from the units sold. The difference between the discount and the sales charge
will be retained by the sponsor.
The sponsor reserves the right to reject, in whole or in part, any order for
the purchase of units.
SPONSOR PROFITS. The sponsor will receive gross sales fees equal to the
percentage of the public offering price of the units of a trust described in the
prospectus. In addition, the sponsor may realize a profit (or sustain a loss)
as of the date a trust is created resulting from the difference between the
purchase prices of the securities to the sponsor and the cost of such securities
to the trust. Thereafter, on subsequent deposits the sponsor may realize
profits or sustain losses from such deposits. The sponsor may realize
additional profits or losses during the initial offering period on unsold units
as a result of changes in the daily market value of the securities in the trust.
MARKET FOR UNITS. After the initial offering period, the sponsor may
maintain a market for units of a trust offered hereby and continuously offer to
purchase said units at prices, determined by the evaluator, based on the value
of the underlying securities. While the sponsor may repurchase units from time
to time, it does not currently intend to maintain an active secondary market for
units. Unitholders who wish to dispose of their units should inquire of their
broker as to current market prices in order to determine whether there is in
existence any price in excess of the redemption price and, if so, the amount
thereof. Unitholders who sell or redeem units prior to such time as the entire
deferred sales fee on such units has been collected will be assessed the amount
of the remaining deferred sales fee at the time of such sale or redemption. The
offering price of any units resold by the sponsor will be in accord with that
described in the currently effective prospectus describing such units. Any
profit or loss resulting from the resale of such units will belong to the
sponsor. If the sponsor decides to maintain a secondary market, it may suspend
or discontinue purchases of units of the trust if the supply of units exceeds
demand, or for other business reasons.
REDEMPTION. A unitholder who does not dispose of units in the secondary
market described above may cause units to be redeemed by the trustee by making a
written request to the trustee at its Unit Investment Trust Division office in
the city of New York and, in the case of units evidenced by a certificate, by
tendering such certificate to the trustee properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
trustee. Unitholders must sign the request, and such certificate or transfer
instrument, exactly as their names appear on the records of the trustee and on
any certificate representing the units to be redeemed. If the amount of the
redemption is $500 or less and the proceeds are payable to the unitholder(s) of
record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may be
accepted by the trustee. A certificate should only be sent by registered or
certified mail for the protection of the unitholder. Since tender of the
certificate is required for redemption when one has been issued, units
represented by a certificate cannot be redeemed until the certificate
representing such units has been received by the purchasers.
Redemption shall be made by the trustee no later than the seventh day
following the day on which a tender for redemption is received (the "Redemption
Date") by payment of cash equivalent to the redemption price, determined as set
forth below under "Computation of Redemption Price," as of the close of the New
York Stock Exchange next following such tender, multiplied by the number of
units being redeemed. Any units redeemed shall be canceled and any undivided
fractional interest in the related trust extinguished. The price received upon
redemption might be more or less than the amount paid by the unitholder
depending on the value of the securities in the trust at the time of redemption.
Unitholders who sell or redeem units prior to such time as the entire deferred
sales fee on such units has been collected will be assessed the amount of the
remaining deferred sales fee at the time of such sale or redemption.
Under regulations issued by the Internal Revenue Service, the trustee is
required to withhold a specified percentage of the principal amount of a unit
redemption if the trustee has not been furnished the redeeming
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unitholder's tax identification number in the manner required by such
regulations. Any amount so withheld is transmitted to the Internal Revenue
Service and may be recovered by the unitholder only when filing a tax return.
Under normal circumstances the trustee obtains the unitholder's tax
identification number from the selling broker. However, any time a unitholder
elects to tender units for redemption, such unitholder should make sure that the
trustee has been provided a certified tax identification number in order to
avoid this possible "back-up withholding." In the event the trustee has not been
previously provided such number, one must be provided at the time redemption is
requested. Any amounts paid on redemption representing unpaid dividends shall
be withdrawn from the Income Account of a trust to the extent that funds are
available for such purpose. All other amounts paid on redemption shall be
withdrawn from the Capital Account for a trust.
Unitholders tendering units for redemption may request a distribution in kind
(a "Distribution In Kind") from the trustee in lieu of cash redemption a
unitholder may request a Distribution In Kind of an amount and value of
securities per unit equal to the redemption price per unit as determined as of
the evaluation time next following the tender, provided that the tendering
unitholder is (1) entitled to receive at least $1,000,000 of proceeds as part of
his or her distribution or if he paid at least $1,000,000 to acquire the units
being tendered and (2) the unitholder has elected to redeem at least thirty days
prior to the termination of the trust. If the unitholder meets these
requirements, a Distribution In Kind will be made by the trustee through the
distribution of each of the securities of the trust in book entry form to the
account of the unitholder's bank or broker-dealer at Depository Trust Company.
The tendering unitholder shall be entitled to receive whole shares of each of
the securities comprising the portfolio of the trust and cash from the Capital
Account equal to the fractional shares to which the tendering unitholder is
entitled. The trustee shall make any adjustments necessary to reflect
differences between the redemption price of the units and the value of the
securities distributed in kind as of the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to the
tendering unitholder, the trustee may sell securities. The in kind redemption
option may be terminated by the sponsor at any time.
The trustee is empowered to sell securities in order to make funds available
for the redemption of units. To the extent that securities are sold or redeemed
in kind, the size of a trust will be, and the diversity of a trust may be,
reduced but each remaining unit will continue to represent approximately the
same proportional interest in each security. Sales may be required at a time
when securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the unitholder depending on the value of the
securities in the portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the trustee of securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
securities in accordance with the trust agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The redemption price per unit (as well as
the secondary market public offering price) will generally be determined on the
basis of the last sale price of the securities in a trust. The redemption price
per unit is the pro rata share of each unit in a trust determined on the basis
of (i) the cash on hand in the trust or moneys in the process of being collected
and (ii) the value of the securities in the trust less (a) amounts representing
taxes or other governmental charges payable out of the trust, (b) any amount
owing to the trustee for its advances and (c) the accrued expenses or remaining
deferred sales fees of the trust. During the initial offering period, the
redemption price and the secondary market repurchase price will also include
estimated organizational and offering costs. The evaluator may determine the
value of the securities in the trust in the following manner: if the security is
listed on a national securities exchange or the Nasdaq Stock Market, the
evaluation will generally be based on the last sale price on the exchange or
Nasdaq (unless the evaluator deems the price inappropriate as a basis for
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evaluation). If the security is not so listed or, if so listed and the
principal market for the security is other than on the exchange or Nasdaq, the
evaluation will generally be made by the evaluator in good faith based on the
last bid price on the over-the-counter market (unless the evaluator deems such
price inappropriate as a basis for evaluation) or, if a bid price is not
available, (1) on the basis of the current bid price for comparable securities,
(2) by the evaluator's appraising the value of the securities in good faith at
the bid side of the market or (3) by any combination thereof.
RETIREMENT PLANS. A trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other qualified retirement
plans. Generally, capital gains and income received under each of the foregoing
plans are deferred from Federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. 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 and other financial institutions. The trust will lower the
minimum investment requirement for IRA accounts. Fees and charges with respect
to such plans may vary.
The trustee has agreed to act as custodian for certain retirement plan
accounts. An annual fee per account, if not paid separately, will be assessed
by the trustee and paid through the liquidation of shares of the reinvestment
account. An individual wishing the trustee to act as custodian must complete a
Ranson UIT/IRA application and forward it along with a check made payable to The
Bank of New York. Certificates for Individual Retirement Accounts cannot be
issued.
OWNERSHIP OF UNITS. Ownership of units will not be evidenced by certificates
unless a unitholder, the unitholder's registered broker/dealer or the clearing
agent for such broker/dealer makes a written request to the trustee. Units are
transferable by making a written request to the trustee and, in the case of
units evidenced by a certificate, by presenting and surrendering such
certificate to the trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the trustee and on any certificate representing
the units to be transferred. Such signatures must be guaranteed as described
above.
Units may be purchased and certificates, if requested, will be issued in
denominations of one unit or any multiple thereof, subject to the minimum
investment requirement. Fractions of units, if any, will be computed to three
decimal places. Any certificate issued will be numbered serially for
identification, issued in fully registered form and will be transferable only on
the books of the trustee. The trustee may require a unitholder to pay a
reasonable fee, to be determined in the sole discretion of the trustee, for each
certificate re-issued or transferred and to pay any governmental charge that may
be imposed in connection with each such transfer or interchange. The trustee at
the present time does not intend to charge for the normal transfer or
interchange of certificates. Destroyed, stolen, mutilated or lost certificates
will be replaced upon delivery to the trustee of satisfactory indemnity
(generally amounting to 3% of the market value of the units), affidavit of loss,
evidence of ownership and payment of expenses incurred.
PERFORMANCE INFORMATION
Information contained in this Information Supplement or in the prospectus, as
it currently exists or as further updated, may also be included from time to
time in other prospectuses or in advertising material. Information on the
performance of a trust strategy or the actual performance of a trust may be
included from time to time in other prospectuses or advertising material and may
reflect sales charges and expenses of a trust. The performance of a trust may
also be compared to the performance of money managers as reported in SEI Fund
Evaluation Survey or of mutual funds as reported by Lipper Analytical Services
Inc. (which calculates total return using actual dividends on ex-dates
accumulated for the quarter and reinvested at quarter end), Money Magazine Fund
Watch (which rates fund performance over a specified time period after sales
charge and assuming all dividends reinvested) or Wiesenberger
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Investment Companies Service (which states fund performance annually on a total
return basis) or of the New York Stock Exchange Composite Index, the American
Stock Exchange Index (unmanaged indices of stocks traded on the New York and
American Stock Exchanges, respectively), the Dow Jones Industrial Average (an
index of 30 widely traded industrial common stocks) or the Standard & Poor's 500
Index (an unmanaged diversified index of 500 stocks) or similar measurement
standards during the same period of time.
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CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet
The Prospectus
The Signatures
The following exhibits.
1.1. Trust Agreement (to be filed by amendment).
1.1.1. Standard Terms and Conditions of Trust. Reference is made to
Exhibit 1.1.1 to the Registration Statement on Form S-6 for Ranson Unit
Investment Trusts, Series 53 (File No. 333-17811) as filed on January 7,
1997.
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1).
2.2 Form of code of ethics (to be filed by amendment).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus (to be filed by amendment).
3.2. Opinion of counsel to the Sponsor as to the tax status of the securities
being registered (to be filed by amendment).
4.1. Consent of Independent Auditors (to be filed by amendment).
S-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ranson Unit Investment Trusts, Series 102 has duly caused this Registration
Statement to be signed on its behalf by the 28th day of November, 2000.
RANSON UNIT INVESTMENT TRUSTS,
SERIES 102, Registrant
By: RANSON & ASSOCIATES, INC., Depositor
By: /s/ ALEX R. MEITZNER
--------------------------------------
Alex R. Meitzner
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on November 28 2000 by the
following persons, who constitute a majority of the Board of Directors of Ranson
& Associates, Inc.
Signature Title
---------------------- ------------------------------
/s/ DOUGLAS K. ROGERS Executive Vice )
--------------------- President and Director )
Douglas K. Rogers
/s/ ALEX R. MEITZNER Chairman of the Board )
-------------------- of Directors )
Alex R. Meitzner
/s/ ROBIN K. PINKERTON President, Secretary, )
---------------------- Treasurer and Director ) /s/ ALEX R. MEITZNER
Robin K. Pinkerton ----------------------
Alex R. Meitzner
-------------------------------------------------------------------------------
An executed copy of each of the related powers of attorney was filed with the
Securities and Exchange Commission in connection with the Registration Statement
on Form S-6 of The Kansas Tax-Exempt Trust, Series 51 (File No. 33-46376) and
Series 52 (File No. 33-47687) and the same are hereby incorporated herein by
this reference.
S-2
