REGISTRATION NO. 333-53290
CIK# 1117957
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
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 104
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 67206-2241
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 67206-2241 Chicago, Illinois 60603
E. TITLE OF SECURITIES BEING REGISTERED: Units of Beneficial Interest
E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
[X] Check box if it is proposed that this filing will become effective at
10:00 A.M. on January 18, 2001 pursuant to paragraph (b) of Rule 487.
===============================================================================
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
[LOGO] RANSON UNIT INVESTMENT TRUSTS, SERIES 104
S&P SMALLCAP 600 INDEX TRUST, SERIES 3
A portfolio of the stocks in the Standard & Poor's SmallCap 600 Index(R)
seeking capital appreciation
Prospectus
January 18, 2001
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 investment results that correspond to the total
return of the stocks in the S&P SmallCap 600 Index over its life. Total return
includes any increase or decrease in the value of stocks plus any dividend
income.
INVESTMENT STRATEGY
The trust seeks to replicate the S&P SmallCap 600 Index by holding all, or a
representative sample, of the stocks that comprise the index. The S&P SmallCap
600 Index includes 600 domestic stocks chosen for market size, liquidity (bid-
asked spread, ownership, share turnover and number of no-trade days) and
industry group representation. It is a market-value weighted index (stock price
times the number of shares outstanding), with each stock's weight in the index
proportionate to its market value. Under normal market conditions, the
performance correlation between the portfolio and the index will be between 97%
and 99%. We may adjust the portfolio stocks periodically to match any changes in
the index. The portfolio will include at least 95% of the stocks in the index.
In an effort to lower trust expenses, we may initially deposit an equal number
shares of each stock in the portfolio. Within 30 days we will align the
portfolio with the index composition as we create additional units. We will
then maintain the portfolio as described above.
<TABLE>
<CAPTION>
-------------------------------------
INDEX DIVERSIFICATION
---------------------
<S> <C>
Consumer, Non-cyclical 20%
Industrials 20%
Consumer, Cyclical 18%
Technology 12%
Financial 11%
Energy 7%
Communications 5%
Utilities 4%
Basic Materials 3%
-------------------------------------
</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 seek to replicate
the S&P SmallCap 600 Index even if the index performance declines.
* THE TRUST INVESTS IN STOCKS OF SMALL COMPANIES. These stocks often involve
more investment risk than stocks of larger companies.
* Many of the stocks in the portfolio are issued by consumer products
companies. These include companies that make and distribute items such as
clothing, appliances, food products and other consumer goods. NEGATIVE
DEVELOPMENTS IN THE CONSUMER PRODUCTS INDUSTRY WILL AFFECT THE VALUE OF
YOUR INVESTMENT GREATER THAN IN A MORE DIVERSIFIED INVESTMENT.
* All index portfolios have operating expenses and transaction costs. THIS
MEANS THAT AN INDEX PORTFOLIO MAY NOT TRACK ITS INDEX EXACTLY. It may be
impractical to own all index stocks in the exact index weightings. Time
may also elapse between a change in the index and a change in the
portfolio.
2 Investment Summary
<PAGE>
WHO SHOULD INVEST
You should consider this investment if you want:
* to own the stocks in the S&P SmallCap 600 Index in a single investment.
* the potential to increase the value of your money over the long term.
You should not consider this investment if you:
* are uncomfortable with the risks of an unmanaged investment in stocks.
* want current income, capital preservation or a short term investment.
* are uncomfortable with the risks of an investment in small companies which
may have unproven results or be in a developmental stage of their business.
<TABLE>
<CAPTION>
-----------------------------------------------------------------
ESSENTIAL INFORMATION
---------------------
<S> <C>
UNIT PRICE AT INCEPTION $10.00
INCEPTION DATE January 18, 2001
TERMINATION DATE January 18, 2007
DISTRIBUTION DATES 15th day of January, April,
July and October
RECORD DATES 1st day of January, April,
July and October
CUSIP NUMBERS
Cash distributions 753269729
Reinvested distributions 753269737
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 4.90%
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) 5.95%
======
ORGANIZATION COSTS
(amount per 100 units paid by trust at
end of initial offering period) $5.00
======
<CAPTION>
ANNUAL AS A % OF AMOUNT PER
OPERATING EXPENSES $1,000 INVESTED 100 UNITS
--------------- ----------
<S> <C> <C>
Trustee's fee and expenses 0.09% $0.90
Licensing fee 0.02% 0.20
Supervisory and evaluation fees 0.06% 0.60
----- -----
Total 0.17% $1.70
===== =====
</TABLE>
The creation and development fee compensates the sponsor for creating and
developing your trust. The trust accrues this fee daily based on average daily
net asset value and pays the sponsor monthly (not to exceed 1.05 percent of your
initial investment over the life of the trust).
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 $584
3 years $675
5 years $744
Life of trust (6 years) $765
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)
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 TBL Timberland Company -Cl A 14 $964.25 0.76%
2 UHS Universal Health Services-B 11 932.94 0.73
3 CEPH Cephalon Inc 14 772.63 0.67
4 FNF Fidelity National Finl Inc 23 776.25 0.62
5 EV Eaton Vance Corp 24 735.00 0.59
6 RSAS Rsa Security Inc 14 754.25 0.59
7 CBH Commerce Bancorp Inc/Nj 11 684.06 0.56
8 CFR Cullen/Frost Bankers Inc 18 682.88 0.55
9 VAR Varian Medical Systems Inc 11 660.00 0.54
10 FAF First American Corporation 22 662.75 0.53
11 PDCO Patterson Dental Company 23 661.25 0.53
12 CERN Cerner Corp 11 583.69 0.51
13 CBC Centura Banks Inc 14 616.00 0.50
14 GNTX Gentex Corp 26 619.13 0.50
15 NFX Newfield Exploration Company 15 572.81 0.50
16 RJF Raymond James Financial Inc 16 618.00 0.49
17 BRR Barrett Resources Corp 12 596.25 0.48
18 PHCC Priority Healthcare Corp-B 16 560.00 0.47
19 SGR Shaw Group Inc 14 594.13 0.47
20 LD Louis Dreyfus Natural Gas 15 533.44 0.46
21 SFD Smithfield Foods Inc 19 562.40 0.46
22 DHI D.R. Horton Inc 23 540.50 0.45
23 MRX Medicis Pharmaceutical-Cl A 10 525.63 0.45
24 XTO Cross Timbers Oil Co 25 526.56 0.44
25 SWC Stillwater Mining Company 13 514.28 0.43
26 ZBRA Zebra Technologies Corp-Cl A 11 552.06 0.43
27 APW Apw Limited 13 516.75 0.42
28 DSL Downey Financial Corp 10 535.00 0.42
29 AHAA Alpha Industries Inc 15 458.44 0.41
30 PDE Pride International Inc 24 508.50 0.41
31 VICR Vicor Corp 14 511.00 0.41
32 ALO Alpharma Inc-Cl A 14 470.75 0.40
33 ETH Ethan Allen Interiors Inc 14 496.13 0.40
34 REGN Regeneron Pharmaceuticals 13 477.75 0.40
35 TNL Technitrol Inc 10 470.63 0.40
36 TOL Toll Brothers Inc 12 484.50 0.40
37 ARXX Aeroflex Inc 19 461.94 0.39
38 BDY Bindley Western Inds 12 475.50 0.39
39 WFMI Whole Foods Market Inc 9 464.63 0.38
40 ORLY O'Reilly Automotive Inc 18 457.88 0.37
41 WFSL Washington Federal Inc 18 451.13 0.37
42 CVTY Coventry Health Care Inc 20 452.50 0.36
43 MIKE Michaels Stores Inc 13 445.25 0.36
44 SWBT Southwest Bancorp Of Texas 10 416.88 0.36
45 BARZ Barra Inc 7 420.88 0.35
46 CTS Cts Corp 10 448.75 0.35
47 MW The Men'S Wearhouse Inc 15 432.19 0.35
48 NDC National Data Corp 11 422.81 0.35
49 PPDI Pharmaceutical Product Devel 9 432.00 0.35
50 RCGI Renal Care Group Inc 16 415.00 0.35
4 Investment Summary
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
51 RMD Resmed Inc 11 $441.38 0.35%
52 VPI Vintage Petroleum Inc 22 434.50 0.35
53 CAKE Cheesecake Factory (The) 10 407.50 0.34
54 LIN Linens `N Things Inc 14 428.75 0.34
55 OCA Orthodontic Centers Of Amer 19 437.00 0.34
56 OMG Om Group Inc 9 427.50 0.34
57 SKYW Skywest Inc 19 451.25 0.34
58 ADVP Advancepcs 11 417.31 0.33
59 DPMI Dupont Photomasks Inc 6 435.00 0.33
60 FMBI First Midwest Bancorp Inc/Il 14 405.13 0.33
61 IMP Imperial Bancorp 16 417.00 0.33
62 MEE Massey Energy Company 27 418.50 0.33
63 STZ Constellation Brands Inc-A 7 444.94 0.33
64 TECH Techne Corp 14 419.13 0.33
65 TMBR Tom Brown Inc 13 407.06 0.33
66 CFB Commercial Federal Corp 19 401.38 0.32
67 GPSI Great Plains Software Inc 7 403.81 0.32
68 PPP Pogo Producing Co 15 403.13 0.32
69 SMG Scotts Company (The)-Cl A 10 404.38 0.32
70 ZLC Zale Corp 12 401.25 0.32
71 HAR Harman International 11 362.89 0.31
72 HU Hudson United Bancorp 19 393.06 0.31
73 JBX Jack In The Box Inc 14 403.38 0.31
74 NDN 99 Cents Only Stores 11 357.50 0.31
75 NVR Nvr Inc 3 383.25 0.31
76 PNY Piedmont Natural Gas Co 11 374.00 0.31
77 PSC Philadelphia Suburban Corp 19 382.38 0.31
78 SVGI Silicon Valley Group Inc 11 388.44 0.31
79 CGNX Cognex Corp 14 356.13 0.30
80 CHP C&D Technologies Inc 9 366.75 0.30
81 SGY Stone Energy Corp 7 372.40 0.30
82 STXN Dmc Stratex Networks Inc 23 385.25 0.30
83 SUG Southern Union Company 18 384.75 0.30
84 TTEK Tetra Tech Inc 14 378.00 0.30
85 ACLS Axcelis Technologies Inc 28 330.75 0.29
86 AMSY American Management Systems 16 373.00 0.29
87 ATR Aptargroup Inc 12 350.25 0.29
88 BBOX Black Box Corporation 6 348.00 0.29
89 CBM Cambrex Corp 9 372.94 0.29
90 LZB La-Z-Boy Inc 21 349.13 0.29
91 NYCB New York Community Bancorp 10 346.25 0.29
92 PII Polaris Industries Inc 8 352.00 0.29
93 PIR Pier 1 Imports Inc/Del 34 369.75 0.29
94 RGS Rgs Energy Group Inc 12 352.50 0.29
95 ROP Roper Industries Inc 11 377.44 0.29
96 CEC Cec Entertainment Inc 9 340.88 0.28
97 COHR Coherent Inc 9 367.31 0.28
98 CPO Corn Products Intl Inc 13 356.69 0.28
99 FDS Factset Research Systems Inc 11 346.50 0.28
100 HAIN Hain Celestial Group Inc 11 349.94 0.28
101 IVC Invacare Corp 11 356.13 0.28
102 ATO Atmos Energy Corp 14 336.00 0.27
Investment Summary 5
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
103 AXTI Axt Inc 7 $297.94 0.27%
104 CPRT Copart Inc 20 336.25 0.27
105 MRCY Mercury Computer Systems Inc 7 303.63 0.27
106 PRHC Province Healthcare Co 11 343.06 0.27
107 VRTY Verity Inc 11 332.75 0.27
108 AVNT Avant! Corporation 13 329.88 0.26
109 AZPN Aspen Technology Inc 11 338.94 0.26
110 DRTE Dendrite International Inc 14 350.88 0.26
111 ESIO Electro Scientific Inds Inc 9 331.88 0.26
112 IEX Idex Corp 10 310.00 0.26
113 PLAB Photronics Inc 10 325.63 0.26
114 PROX Proxim Inc 8 296.00 0.26
115 PSUN Pacific Sunwear Of Calif 11 325.88 0.26
116 RI Ruby Tuesday Inc 21 338.63 0.26
117 TWK Trenwick Group Ltd 13 321.75 0.26
118 UBSI United Bankshares Inc 14 306.25 0.26
119 VTS Veritas Dgc Inc 11 313.50 0.26
120 AD Advo Inc 7 299.25 0.25
121 AEIS Advanced Energy Industries 10 320.63 0.25
122 ATK Alliant Techsystems Inc 5 309.38 0.25
123 AXE Anixter International Inc 13 302.25 0.25
124 CDT Cable Design Technologies 15 294.38 0.25
125 CKH Seacor Smit Inc 6 301.50 0.25
126 CYMI Cymer Inc 9 289.69 0.25
127 DLP Delta & Pine Land Co 13 298.19 0.25
128 INSUA Insituform Technologies-Cl A 8 284.00 0.25
129 MLI Mueller Industries Inc 12 324.75 0.25
130 USFC Usfreightways Corporation 9 311.63 0.25
131 USTR United Stationers Inc 12 294.00 0.25
132 WERN Werner Enterprises Inc 17 301.75 0.25
133 WTNY Whitney Holding Corp 8 319.50 0.25
134 BCF Burlington Coat Factory Wrhs 16 304.00 0.24
135 CANI Carreker Corporation 8 299.00 0.24
136 COG Cabot Oil & Gas Corp -Cl A 11 303.88 0.24
137 CPC Central Parking Corp 13 294.94 0.24
138 EGN Energen Corp 10 283.75 0.24
139 SFY Swift Energy Co 9 294.75 0.24
140 ACAI Atlantic Coast Airlines Hldg 8 295.00 0.23
141 ANN Anntaylor Stores Corp 10 278.75 0.23
142 AVA Avista Corp 17 282.63 0.23
143 CDIS Cal Dive International Inc 11 269.50 0.23
144 CFBX Community First Bankshares 15 287.81 0.23
145 CHZ Chittenden Corp 9 278.44 0.23
146 FWRD Forward Air Corporation 7 267.75 0.23
147 GGG Graco Inc 7 284.38 0.23
148 HNCS Hnc Software 10 257.50 0.23
149 MDC Mdc Holdings Inc 8 298.00 0.23
150 MME Mid Atlantic Medical Svcs 17 272.00 0.23
151 NSIT Insight Enterprises Inc 13 266.50 0.23
152 PME Penton Media Inc 12 306.00 0.23
153 SCOR Syncor Intl Corp-Del 8 273.00 0.23
6 Investment Summary
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
154 SPF Standard Pacific Corp 10 $276.25 0.23%
155 VSEA Varian Semiconductor Equip 10 280.63 0.23
156 ACDO Accredo Health Inc 6 270.75 0.22
157 BRC Brady Corporation - Cl A 8 292.00 0.22
158 DNEX Dionex Corp 8 272.00 0.22
159 FILE Filenet Corp 11 256.44 0.22
160 FTS Footstar Inc 7 294.00 0.22
161 HSII Heidrick & Struggles Intl 7 301.00 0.22
162 IDXX Idexx Laboratories Inc 11 253.69 0.22
163 IMPH Impath Inc 5 241.88 0.22
164 KEI Keithley Instruments Inc 5 261.25 0.22
165 KOPN Kopin Corp 19 261.25 0.22
166 MARY St Mary Land & Exploration 8 264.00 0.22
167 OTRKB Oshkosh Truck Corp 6 285.00 0.22
168 WWW Wolverine World Wide 15 275.63 0.22
169 APPB Applebee'S Intl Inc 9 282.94 0.21
170 ATSN Artesyn Technologies Inc 12 249.75 0.21
171 BEZ Baldor Electric 12 267.00 0.21
172 FRK Florida Rock Inds 7 280.00 0.21
173 HH Hooper Holmes Inc 23 259.90 0.21
174 HSE Hs Resources Inc 6 244.50 0.21
175 MOR Morgan Keegan Inc 10 265.00 0.21
176 MTW Manitowoc Company Inc 9 266.63 0.21
177 NOVN Noven Pharmaceuticals Inc 7 256.81 0.21
178 NYFX Nyfix Inc 8 249.00 0.21
179 RESP Respironics Inc 11 270.19 0.21
180 RLC Rollins Truck Leasing Corp 20 256.25 0.21
181 SIB Staten Island Bancorp Inc 12 259.50 0.21
182 TRST Trustco Bank Corp Ny 21 262.50 0.21
183 XIRC Xircom Inc 11 266.06 0.21
184 ABM Abm Industries Inc 8 254.00 0.20
185 DFG Delphi Financial Group-Cl A 7 243.69 0.20
186 EGR Earthgrains Company 15 240.94 0.20
187 FIC Fair Isaac & Company Inc 5 241.25 0.20
188 HYSL Hyperion Solutions Corp 11 242.69 0.20
189 JEF Jefferies Group Inc (New) 8 233.50 0.20
190 KLIC Kulicke & Soffa Industries 16 255.00 0.20
191 METHA Methode Electronics -Cl A 11 243.38 0.20
192 POL Polyone Corporation 34 244.38 0.20
193 SBLU Sonicblue Inc 32 242.00 0.20
194 ACTL Actel Corp 8 248.00 0.19
195 ASF Administaff Inc 10 240.10 0.19
196 ASGN On Assignment Inc 9 240.19 0.19
197 BWC Belden Inc 9 248.63 0.19
198 CHG Ch Energy Group Inc 6 239.63 0.19
199 CUBE C-Cube Microsystems Inc 18 226.13 0.19
200 DP Diagnostic Products Corp 5 245.00 0.19
201 FBP First Bancorp/Puerto Rico 9 228.94 0.19
202 MMS Maximus Inc 7 225.31 0.19
203 NJR New Jersey Resources 6 229.50 0.19
204 SFN Spherion Corporation 22 237.88 0.19
Investment Summary 7
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
205 SSD Simpson Manufacturing Co Inc 4 $218.00 0.19%
206 TG Tredegar Corporation 13 234.00 0.19
207 ALSC Alliance Semiconductor Corp 14 215.25 0.18
208 CASY Casey'S General Stores Inc 16 208.00 0.18
209 ENZ Enzo Biochem Inc 9 222.19 0.18
210 HTLD Heartland Express Inc 8 202.00 0.18
211 LII Lennox International Inc 20 220.00 0.18
212 MRD Macdermid Inc 11 230.31 0.18
213 NWN Northwest Natural Gas Co 9 219.94 0.18
214 PFGC Performance Food Group Co 5 226.25 0.18
215 RS Reliance Steel & Aluminum 9 232.88 0.18
216 SIGI Selective Insurance Group 9 216.00 0.18
217 SONC Sonic Corp 9 218.81 0.18
218 SUSQ Susquehanna Bancshares Inc 13 216.94 0.18
219 SWX Southwest Gas Corp 11 224.81 0.18
220 SYD Sybron Dental Specialties 13 235.63 0.18
221 TXI Texas Industries Inc 7 207.81 0.18
222 UGI Ugi Corp 9 209.81 0.18
223 UIL Uil Holdings Corporation 5 221.25 0.18
224 USON Us Oncology Inc 32 226.00 0.18
225 ALN Allen Telecom Inc 10 201.88 0.17
226 APWR Astropower Inc 5 192.50 0.17
227 ATW Atwood Oceanics Inc 5 211.10 0.17
228 IO Input/Output Inc 19 213.75 0.17
229 MAFB Maf Bancorp Inc 8 214.00 0.17
230 PBKS Provident Bankshares Corp 10 220.63 0.17
231 RMDY Remedy Corp 11 224.13 0.17
232 ROG Rogers Corp 5 200.00 0.17
233 RYL Ryland Group Inc 5 235.63 0.17
234 SLOT Anchor Gaming 5 205.63 0.17
235 ST Sps Technologies Inc 4 190.00 0.17
236 TSFG South Financial Group Inc 15 205.31 0.17
237 WMS Wms Industries Inc 11 213.13 0.17
238 ALOG Analogic Corp 4 181.50 0.16
239 CHCS Chico'S Fas Inc 6 180.75 0.16
240 COO Cooper Companies Inc 5 185.94 0.16
241 DSCP Datascope Corp 5 182.50 0.16
242 EWBC East West Bancorp Inc 8 188.00 0.16
243 FLM Fleming Companies Inc 14 189.00 0.16
244 HELX Helix Technology Corp 7 206.94 0.16
245 IHI Information Holdings Inc 7 185.94 0.16
246 MIKL Michael Foods Inc 7 211.31 0.16
247 OMI Owens & Minor Inc 12 197.25 0.16
248 PDQ Prime Hospitality Corp 16 194.00 0.16
249 PLMD Polymedica Corp 5 217.50 0.16
250 RADS Radiant Systems Inc 10 199.38 0.16
251 RGIS Regis Corp 14 196.88 0.16
252 RML Russell Corp 11 195.94 0.16
253 SMI Springs Industries Inc-Cl A 6 198.75 0.16
254 SMRT Stein Mart Inc 16 207.00 0.16
255 TDY Teledyne Technologies Inc 10 198.75 0.16
8 Investment Summary
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
256 TRMB Trimble Navigation Ltd 8 $195.50 0.16%
257 TRY Triarc Companies 8 201.50 0.16
258 UTEK Ultratech Stepper Inc 7 204.75 0.16
259 YELL Yellow Corporation 8 189.50 0.16
260 AGX Agribrands International Inc 4 213.75 0.15
261 BHE Benchmark Electronics Inc 7 197.31 0.15
262 BKI Buckeye Technologies Inc 13 190.13 0.15
263 CRY Cryolife Inc 7 185.06 0.15
264 DBRN Dress Barn Inc 6 184.50 0.15
265 FED Firstfed Financial Corp 6 184.88 0.15
266 FOSL Fossil Inc 10 180.00 0.15
267 FYII F.Y.I. Inc 6 196.88 0.15
268 GCO Genesco Inc 7 182.00 0.15
269 GGC Georgia Gulf Corp 11 187.00 0.15
270 KEX Kirby Corp 9 191.25 0.15
271 KNT Kent Electronics Corp 9 203.06 0.15
272 KWD Kellwood Co 9 195.75 0.15
273 LFG Landamerica Financial Group 5 196.88 0.15
274 LSTR Landstar System Inc 3 192.38 0.15
275 MM Mutual Risk Management Ltd 15 185.63 0.15
276 MZ Milacron Inc 11 182.19 0.15
277 NOR Northwestern Corporation 8 181.00 0.15
278 PKE Park Electrochemical Corp 5 178.44 0.15
279 PLB American Italian Pasta Co-A 7 193.81 0.15
280 POOL Scp Pool Corp 6 189.75 0.15
281 PRGS Progress Software Corp 13 195.81 0.15
282 PSEM Pericom Semiconductor Corp 8 207.00 0.15
283 TA Tucker Anthony Sutro 8 180.00 0.15
284 THQI Thq Inc 7 185.50 0.15
285 UNS Unisource Energy Corp Hld Co 11 178.06 0.15
286 ABFS Arkansas Best Corp 7 171.94 0.14
287 AIND Arnold Industries Inc 9 181.69 0.14
288 ASPT Aspect Communications Corp 18 158.91 0.14
289 AVID Avid Technology Inc 9 171.00 0.14
290 BEAV Be Aerospace Inc 9 162.00 0.14
291 CLC Clarcor Inc 8 169.00 0.14
292 CPWM Cost Plus Inc/California 7 158.81 0.14
293 DRQ Dril-Quip 6 170.25 0.14
294 HLIT Harmonic Inc 19 173.38 0.14
295 IFSIA Interface Inc-Cl A 17 172.13 0.14
296 JLG Jlg Industries Inc 15 176.25 0.14
297 LBY Libbey Inc 5 154.38 0.14
298 NAUT Nautica Enterprises Inc 11 167.75 0.14
299 OLOG Offshore Logistics 8 182.00 0.14
300 POG Patina Oil & Gas Corp 8 182.50 0.14
301 PPD Prepaid Legal Services Inc 9 187.88 0.14
302 RAH Ralcorp Holdings Inc 11 178.06 0.14
303 RARE Rare Hospitality Intl Inc 7 171.39 0.14
304 SBIB Sterling Bancshares Inc/Tx 9 177.75 0.14
305 SEI Seitel Inc 9 176.63 0.14
306 STLD Steel Dynamics Inc 16 175.00 0.14
Investment Summary 9
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
307 VLNC Valence Technology Inc 15 $175.31 0.14%
308 WLM Wellman Inc 12 179.25 0.14
309 ZQK Quiksilver Inc 7 161.44 0.14
310 ARTC Arthrocare Corp 7 154.44 0.13
311 BTGC Bio-Technology General Corp 20 160.00 0.13
312 CCBL C-Cor.Net Corporation 11 143.00 0.13
313 CUNO Cuno Incorporated 6 162.38 0.13
314 EFS Enhance Financial Svcs Group 13 162.50 0.13
315 ESL Esterline Technologies Corp 6 160.50 0.13
316 FTUS Factory 2-U Stores Inc 4 161.50 0.13
317 HRH "Hilb, Rogal & Hamilton Co" 5 178.13 0.13
318 HTCH Hutchinson Tech 10 160.63 0.13
319 ION Ionics Inc 6 168.00 0.13
320 PTEC Phoenix Technologies Ltd 10 172.50 0.13
321 ROAD Roadway Express Inc 7 165.81 0.13
322 RSYS Radisys Corp 6 170.25 0.13
323 SCMM Scm Microsystems Inc 5 151.25 0.13
324 SWS Southwest Securities Group 5 149.06 0.13
325 TTC Toro Co 4 146.75 0.13
326 WNG Washington Group Intl Inc 18 155.25 0.13
327 ZNT Zenith National Insurance Cp 6 167.25 0.13
328 ARJ Arch Chemicals Inc 8 143.50 0.12
329 AWRE Aware Inc/Mass 7 143.94 0.12
330 CACOA Cato Corp -Cl A 9 148.50 0.12
331 FLE Fleetwood Enterprises 11 159.50 0.12
332 FRTZ Fritz Companies Inc 13 151.13 0.12
333 GBCB Gbc Bancorp/California 4 153.50 0.12
334 GKSRA G & K Services Inc -Cl A 7 144.81 0.12
335 GY Gencorp Inc 14 139.13 0.12
336 HUG Hughes Supply Inc 8 144.00 0.12
337 IHP Ihop Corp 7 146.13 0.12
338 JH Harland (John H.) Co 10 148.75 0.12
339 KRON Kronos Inc 4 143.75 0.12
340 LG Laclede Gas Co 6 137.25 0.12
341 MHI Morrison Management Special 4 131.96 0.12
342 MNTR Mentor Corp/Minn 8 151.00 0.12
343 NBTY Nbty Inc 22 142.31 0.12
344 OII Oceaneering Intl Inc 8 146.00 0.12
345 PCLE Pinnacle Systems Inc 17 147.69 0.12
346 PXR Paxar Corp 15 156.56 0.12
347 RDRT Read-Rite Corp 21 135.84 0.12
348 RIGS Riggs Natl Corp Wash D C 10 139.38 0.12
349 RLI Rli Corp 3 132.56 0.12
350 RUS Russ Berrie & Co Inc 7 147.88 0.12
351 SCTC Systems & Computer Tech Corp 12 146.25 0.12
352 SR Standard Register Co 10 158.13 0.12
353 TFS Three-Five Systems Inc 7 151.38 0.12
354 VALM Valmont Industries 8 145.50 0.12
355 WTSLA Wet Seal Inc -Cl A 5 158.75 0.12
356 AIR Aar Corp 9 130.50 0.11
357 AIT Applied Industrial Tech Inc 7 135.19 0.11
10 Investment Summary
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
358 AOS Smith (A.O.) Corp 8 $133.00 0.11%
359 AZR Aztar Corp 13 137.31 0.11
360 BW Brush Engineered Materials 6 135.38 0.11
361 CHE Chemed Corp 4 152.00 0.11
362 GYMB Gymboree Corp 8 127.00 0.11
363 IMC Intl Multifoods Corp 7 157.50 0.11
364 IMG Intermagnetics General Corp 5 120.00 0.11
365 KAMNA Kaman Corp -Cl A 8 140.00 0.11
366 MCS Marcus Corporation 10 139.38 0.11
367 MSCA Ms Carriers 4 147.50 0.11
368 NUI Nui Corp 5 152.81 0.11
369 PFCB P.F. Changs China Bistro Inc 4 148.75 0.11
370 PLX Plains Resources Inc 6 138.00 0.11
371 PRXL Parexel International Corp 9 141.19 0.11
372 SCTT Scott Technologies Inc 6 136.50 0.11
373 SYMM Symmetricom Inc 8 132.50 0.11
374 TII Thomas Industries Inc 5 125.94 0.11
375 TWR Tower Automotive Inc 15 135.94 0.11
376 UNFI United Natural Foods Inc 7 132.13 0.11
377 WGO Winnebago Industries 8 141.00 0.11
378 B Barnes Group Inc 7 129.50 0.10
379 BELFB Bel Fuse Inc-Cl B 4 144.75 0.10
380 BNE Bowne & Co Inc 12 129.00 0.10
381 CBR Ciber Inc 21 126.00 0.10
382 COHU Cohu Inc 7 127.75 0.10
383 COKE Coca-Cola Bottling Co Consol 3 126.00 0.10
384 CSK Chesapeake Corp 6 133.13 0.10
385 EGLS Electroglas Inc 7 122.06 0.10
386 ELOY Eloyalty Corporation 17 123.78 0.10
387 GAP Great Atlantic & Pac Tea Co 14 125.13 0.10
388 GNCMA General Communication -Cl A 18 123.75 0.10
389 MCRS Micros Systems Inc 6 123.00 0.10
390 MNC Monaco Coach Corp 6 121.88 0.10
391 ORG Organogenesis Inc 13 128.31 0.10
392 PDX Pediatrix Medical Group Inc 5 113.75 0.10
393 PIOS Pioneer Standard Electronics 9 123.75 0.10
394 PRGX Profit Recovery Group Intl 18 123.75 0.10
395 RBC Regal Beloit 7 120.40 0.10
396 RNBO Rainbow Technologies Inc 9 110.25 0.10
397 RNT Aaron Rents Inc 7 118.56 0.10
398 RTI Rti International Metals Inc 7 113.75 0.10
399 SCHS School Specialty Inc 6 122.63 0.10
400 SEM General Semiconductor Inc 13 121.88 0.10
401 VITL Vital Signs Inc 4 119.25 0.10
402 VOL Volt Info Sciences Inc 5 111.25 0.10
403 WSO Watsco Inc 10 125.00 0.10
404 WTS Watts Industries Inc-Cl A 10 130.00 0.10
405 ABCW Anchor Bancorp Wisconsin Inc 8 116.00 0.09
406 ACAT Arctic Cat Inc 9 117.56 0.09
407 AGS Saga Systems Inc 10 113.75 0.09
408 AWR American States Water Co 3 97.88 0.09
Investment Summary 11
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
409 BWS Brown Shoe Company Inc 6 $102.00 0.09%
410 CEM Chemfirst Inc 5 109.69 0.09
411 CSAR Caraustar Industries Inc 9 106.88 0.09
412 ELK Elcor Corp 7 109.81 0.09
413 INTV Intervoice-Brite Inc 12 113.63 0.09
414 LNN Lindsay Manufacturing Co 4 99.50 0.09
415 MBRS Memberworks Inc 5 98.44 0.09
416 MYE Myers Industries Inc 7 105.00 0.09
417 PNK Pinnacle Entertainment Inc 9 108.56 0.09
418 PRD Polaroid Corp 15 115.31 0.09
419 PSDI Project Software & Developmt 8 122.00 0.09
420 PVH Phillips-Van Heusen 10 120.00 0.09
421 SLI Sli Inc 13 113.75 0.09
422 SRR Stride Rite Corp 15 114.38 0.09
423 SWM Schweitzer-Mauduit Intl Inc 5 107.85 0.09
424 VSAT Viasat Inc 7 105.00 0.09
425 WDFC Wd-40 Co 6 122.63 0.09
426 ASPX Auspex Systems Inc 17 107.31 0.08
427 ATIS Advanced Tissue Sciences Inc 21 95.81 0.08
428 CACI Caci International Inc -Cl A 4 102.00 0.08
429 CDI Cdi Corp 7 100.63 0.08
430 CKP Checkpoint Systems Inc 12 105.75 0.08
431 CMC Commercial Metals Co 5 105.00 0.08
432 CNMD Conmed Corp 5 98.75 0.08
433 DEL Deltic Timber Corp 4 94.00 0.08
434 DMN Dimon Inc 17 100.94 0.08
435 GDI Gardner Denver Inc 5 92.50 0.08
436 INTL Inter-Tel Inc 9 99.56 0.08
437 MAG Magnetek Inc 8 104.00 0.08
438 MESA Mesa Air Group Inc 11 96.94 0.08
439 MOGN Mgi Pharma Inc 6 94.88 0.08
440 MWY Midway Games Inc 13 101.53 0.08
441 NEV Nuevo Energy Co 6 99.75 0.08
442 PCOM P-Com Inc 23 103.50 0.08
443 PHTN Photon Dynamics Inc 4 109.00 0.08
444 PNRA Panera Bread Company-Cl A 5 110.00 0.08
445 RBN Robbins & Myers Inc 4 104.00 0.08
446 RGR Sturm Ruger & Co Inc 9 95.63 0.08
447 ROIL Remington Oil & Gas Corp 7 91.00 0.08
448 RYAN Ryan'S Family Stk Houses Inc 11 103.13 0.08
449 SFP Salton Inc 4 87.25 0.08
450 SMSC Standard Microsystems Corp 5 96.25 0.08
451 SXI Standex International Corp 4 94.25 0.08
452 THO Thor Industries Inc 4 97.25 0.08
453 UFPI Universal Forest Products 7 103.25 0.08
454 ULTE Ultimate Electronics Inc 4 111.25 0.08
455 URS Urs Corp 6 101.25 0.08
456 ALLP Alliance Pharmaceutical Cp 18 84.38 0.07
457 ASTE Astec Industries Inc 7 92.31 0.07
458 BCGI Boston Communications Group 5 85.94 0.07
459 BELM Bell Microproducts Inc 5 85.00 0.07
12 Investment Summary
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
460 CELL Brightpoint Inc 20 $81.25 0.07%
461 ESST Ess Technology 13 89.38 0.07
462 FGH Friede Goldman Halter Inc 17 86.06 0.07
463 FWC Foster Wheeler Corp 14 84.00 0.07
464 IFCI Intl Fibercom Inc 10 82.50 0.07
465 KSWS K-Swiss Inc -Cl A 4 98.00 0.07
466 LAWS Lawson Products Inc 3 81.38 0.07
467 MEH Midwest Express Holdings 5 88.75 0.07
468 NX Quanex Corp 5 90.94 0.07
469 OMN Omnova Solutions Inc 14 91.00 0.07
470 PBY Pep Boys-Manny Moe & Jack 19 86.69 0.07
471 SRT Startek Inc 5 71.88 0.07
472 SUPX Supertex Inc 5 81.56 0.07
473 SWN Southwestern Energy Company 9 93.38 0.07
474 VOXX Audiovox Corp -Cl A 7 87.06 0.07
475 WNC Wabash National Corp 8 87.50 0.07
476 CGC Cascade Natural Gas Corp 4 78.75 0.06
477 CGX Consolidated Graphics Inc 6 72.00 0.06
478 CHB Champion Enterprises Inc 14 73.50 0.06
479 COP Consolidated Products Inc 10 76.25 0.06
480 GFF Griffon Corporation 11 75.63 0.06
481 GOSHA Oshkosh B'Gosh Inc -Cl A 4 73.00 0.06
482 HAKI Hall Kinion & Associates Inc 5 76.56 0.06
483 LNY Landry'S Seafood Restaurants 8 77.50 0.06
484 NEB New England Business Service 4 67.75 0.06
485 NPK National Presto Inds Inc 2 63.88 0.06
486 PACW Pac-West Telecomm Inc 12 76.13 0.06
487 PEGS Pegasus Solutions Inc 8 72.50 0.06
488 POP Pope & Talbot Inc 5 78.75 0.06
489 SFAM Speedfam-Ipec Inc 9 79.31 0.06
490 SKP Scpie Holdings Inc 3 70.31 0.06
491 SPSS Spss Inc 3 66.38 0.06
492 TTI Tetra Technologies Inc 5 72.81 0.06
493 APOG Apogee Enterprises Inc 9 61.31 0.05
494 AVTC Avt Corporation 10 58.13 0.05
495 BBR Butler Manufacturing Co 2 55.75 0.05
496 BGR Bangor Hydro-Electric Co 2 51.25 0.05
497 CCRD Concord Communications Inc 5 61.56 0.05
498 CLF Cleveland-Cliffs Inc 4 64.00 0.05
499 COA Coachmen Industries Inc 6 64.50 0.05
500 CYGN Cygnus Inc 8 61.25 0.05
501 DFS Department 56 Inc 5 60.00 0.05
502 EDGW Edgewater Technology Inc 9 59.63 0.05
503 EWB E. W. Blanch Holdings Inc 4 53.25 0.05
504 FC Franklin Covey Co 8 64.00 0.05
505 FJC Fedders Corp 12 60.00 0.05
506 FLOW Flow Intl Corp 5 56.88 0.05
507 FMT Fremont General Corp 22 60.50 0.05
508 GPI Group 1 Automotive Inc 7 63.00 0.05
509 GRB Gerber Scientific Inc 7 63.44 0.05
510 HMK Ha-Lo Industries Inc 21 59.06 0.05
Investment Summary 13
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
511 JAKK Jakks Pacific Inc 6 $61.13 0.05%
512 KWR Quaker Chemical Corp 3 54.00 0.05
513 LDL Lydall Inc 6 62.63 0.05
514 MDS Midas Inc 5 65.00 0.05
515 ORB Orbital Sciences Corp 11 56.38 0.05
516 PCTI Pc-Tel Inc 6 65.25 0.05
517 SKO Shopko Stores Inc 9 62.44 0.05
518 SKY Skyline Corp 3 61.50 0.05
519 TGX Theragenics Corp 10 63.75 0.05
520 XRIT X-Rite Inc 8 61.50 0.05
521 ZIXI Zixit Corporation 6 61.88 0.05
522 ADAP Adaptive Broadband Corp 13 47.13 0.04
523 ANLY Analysts International Corp 8 52.00 0.04
524 APN Applica Incorporated 8 56.50 0.04
525 BMC Bmc Industries Inc-Minn 9 48.38 0.04
526 BSET Bassett Furniture Inds 4 45.00 0.04
527 CAS Castle (A.M.) & Co 5 48.13 0.04
528 CPY Cpi Corp 3 59.63 0.04
529 CV Central Vermont Pub Serv 4 48.00 0.04
530 DAVX Davox Corp 4 46.00 0.04
531 GDYS Goody'S Family Clothing Inc 13 52.00 0.04
532 IAAI Insurance Auto Auctions Inc 4 45.75 0.04
533 INVX Innovex Inc 5 50.94 0.04
534 JJSF J & J Snack Foods Corp 3 45.75 0.04
535 KROG Kroll-O'Gara Company 8 41.00 0.04
536 KTO K2 Inc 6 53.25 0.04
537 LRW Labor Ready Inc 15 50.63 0.04
538 NAFC Nash Finch Co 4 50.75 0.04
539 NWK Network Equipment Tech Inc 8 52.50 0.04
540 OXM Oxford Industries Inc 3 52.50 0.04
541 PWN Cash America Intl Inc 9 50.06 0.04
542 QRSI Qrs Corp 4 46.75 0.04
543 SOL Sola International Inc 8 50.50 0.04
544 TBCC Tbc Corp 9 51.75 0.04
545 TEN Tenneco Automotive Inc 13 47.94 0.04
546 VNWK Visual Networks Inc 9 43.31 0.04
547 WLV Wolverine Tube Inc 4 47.60 0.04
548 ASHW Ashworth Inc 5 36.25 0.03
549 BILL Billing Concepts Corp 15 37.97 0.03
550 BMHC Building Material Holding Cp 4 37.50 0.03
551 BRKT Brooktrout Inc 5 41.56 0.03
552 DAP Discount Auto Parts Inc 5 35.94 0.03
553 DGII Digi International Inc 5 39.38 0.03
554 EPRE Epresence Inc 7 32.59 0.03
555 GRO Mississippi Chemical Corp 9 40.50 0.03
556 HOLX Hologic Inc 6 39.00 0.03
557 IMNR Immune Response Corp/Del 9 36.00 0.03
558 IMR Imco Recycling Inc 6 39.00 0.03
559 INMT Intermet Corp 9 32.63 0.03
560 IRIC Information Resources Inc 9 36.00 0.03
561 ITRI Itron Inc 7 40.25 0.03
14 Investment Summary
<PAGE>
<CAPTION>
Target
Portfolio Ticker Initial Cost to Percentage
Number Symbol Company Name Shares Portfolio of Index
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
562 JAS.A Jo-Ann Stores Inc-Cl A 6 $36.75 0.03%
563 KDE 4Kids Entertainment Inc 4 44.00 0.03
564 LUB Luby'S Inc 7 38.06 0.03
565 MEAD Meade Instruments Corp 7 37.63 0.03
566 MSC Material Sciences Corp 5 40.31 0.03
567 NATR Natures Sunshine Prods Inc 5 35.94 0.03
568 OSTE Osteotech Inc 6 38.25 0.03
569 PENX Penford Corporation 3 42.00 0.03
570 ROBV Robotic Vision Systems Inc 10 36.25 0.03
571 SIE Sierra Health Services 8 37.12 0.03
572 SLMD Spacelabs Medical Inc 3 34.88 0.03
573 SMP Standard Motor Prods 4 34.75 0.03
574 TNM Thomas Nelson Inc 5 34.06 0.03
575 TWI Titan International Inc 8 38.50 0.03
576 ACTN Action Performance Cos Inc 6 25.50 0.02
577 AGL Angelica Corp 3 28.31 0.02
578 AIZ Amcast Indl Corp 3 30.19 0.02
579 ATX Cross (A.T.) Company - A 5 23.13 0.02
580 CMIN Commonwealth Industries Inc 5 25.63 0.02
581 COE Cone Mills Corp 8 26.00 0.02
582 CTG Computer Task Group Inc 5 26.88 0.02
583 ENC Enesco Group Inc 5 25.31 0.02
584 GMP Green Mountain Power Corp 2 27.75 0.02
585 HGGR Haggar Corp 2 22.63 0.02
586 HKF Hancock Fabrics Inc /De 6 26.25 0.02
587 HMX Hartmarx Corp 8 23.50 0.02
588 HUF Huffy Corp 3 21.94 0.02
589 JBAK Baker (J.) Inc 6 26.25 0.02
590 LVC Lillian Vernon Corp 4 28.00 0.02
591 RAM Royal Appliance Mfg Co 6 25.13 0.02
592 STTX Steel Technologies Inc 4 26.75 0.02
593 CURE Curative Health Services Inc 2 12.00 0.01
594 CYRK Cyrk Inc 4 12.50 0.01
595 DMRK Damark International Inc -A 2 16.00 0.01
596 DXYN Dixie Group Inc 5 13.13 0.01
597 EXBT Exabyte Corp 6 12.19 0.01
598 GOT Gottschalks Inc 3 12.56 0.01
599 MYR Mayor'S Jewelers Inc 5 13.75 0.01
600 NSH Nashua Corp 2 11.60 0.01
----------- -------
$123,336.29 100.00%
=========== =======
</TABLE>
Investment Summary 15
<PAGE>
-----------------------------
UNDERSTANDING YOUR INVESTMENT
-----------------------------
HOW TO BUY UNITS
You can buy units of the trust on any business day by contacting your
financial professional. Unit prices are available daily on the Internet at
WWW.RANSON.COM. The unit price includes:
* the value of the stocks,
* the transactional 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 you 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
16 Understanding Your Investment
<PAGE>
sales fee equals 4.90% of your unit price at the time of purchase. 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.
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 4.90%
$100,000 - $249,999 4.50
$250,000 - $499,999 4.30
$500,000 - $999,999 3.50
$1,000,000 or more 3.00
</TABLE>
We apply these fees as a percent of the unit price at the time of purchase.
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 4.50% 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 transactional sales 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
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 to broker 0.00%
Sponsor retention 0.90
-----
Total 0.90%
=====
</TABLE>
Understanding Your Investment 17
<PAGE>
This discount applies during the initial offering period and in the secondary
market.
Exchange Option. You may purchase units of the trust offered in this
prospectus at a reduced transactional sales fee of 3.00% of the unit price if
you buy your units with redemption or termination proceeds from any other Ranson
unit trust. You may also purchase units of the trust offered in this prospectus
at this reduced fee if you purchase your units with termination proceeds from an
unaffiliated unit trust that has the same investment strategy as this trust.
These discounts apply only during the initial offering period.
Employees. We do not charge any transactional sales fee for purchases made
by officers, directors and employees of Ranson and its affiliates. We also do
not charge a transactional sales fee for purchases made by registered
representatives of selling firms and their family members (spouses, children and
parents). 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. 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 the trustee. Unit prices are available daily on the Internet at
WWW.RANSON.COM or through your financial professional. We often refer to the
sale price of units as the "bid price."
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
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
18 Understanding Your Investment
<PAGE>
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 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. 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
Understanding Your Investment 19
<PAGE>
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 the
Reinvestment CUSIP number 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.
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.
SMALL COMPANIES often involve more investment risk than stocks of larger
companies. Small companies may have limited product lines, markets or financial
resources. These companies may lack management depth or experience and may
depend heavily on key personnel. These stocks may be less liquid and have less
information about their business available to the public. These stocks also
tend to be more vulnerable to adverse economic or market developments than
larger company stocks. Small companies may invest in, distribute or make
products that have only recently been introduced.
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
CONSUMER PRODUCTS COMPANIES. Before you invest, you should understand that:
* The economic health of consumers has a significant impact on spending on
consumer products. A weak economy and its effect on consumer spending would
adversely affect consumer products companies.
20 Understanding Your Investment
<PAGE>
* These companies encounter
> cyclical revenues and earnings that can vary significantly at different
times of the year and
> extensive competition.
* Operating results and stock price performance can be hurt by
> changing consumer tastes,
> product liability litigation, and
> increased governmental regulation.
CORRELATION RISK is the risk that the performance of the portfolio will not
sufficiently correspond with the index. This can happen for reasons such as:
* the impracticability of owning each of the index stocks with the exact
weightings at a given time.
* the possibility of index tracking errors,
* the time that elapses between a change in the index and a change in the
portfolio, and
* fees and expenses of the trust.
LITIGATION OR LEGISLATION RISK is the risk that litigation or legislation
will hurt a company's operating results or the perception of a company in the
stock market. From time to time, various legislative initiatives are proposed
in the United States and abroad that may negatively impact the companies in your
trust. In addition, litigation regarding any of the issuers of the stocks in
your trust, or of the industries represented by these issuers may negatively
impact the prices of these stocks. No one can predict what impact any pending
or threatened litigation will have on the prices of the stocks.
THE S&P SMALLCAP 600 INDEX
The Standard & Poor's SmallCap 600 Index is composed of 600 domestic stocks
chosen for market size, liquidity (bid-asked spread, ownership, share turnover
and number of no trade days) and industry group representation. It is a market-
value weighted index (stock price times the number of shares outstanding), with
each stock's weight in the index proportionate to its market value. As of
December 29, 2000 the S&P SmallCap 600 Index was comprised of the following
industry sectors: Industrials (85.2%), Financials (8.2%), Utilities (3.8%) and
Transportation (2.8%). As of December 29, 2000 the companies in the S&P
SmallCap 600 Index were listed on the following stock exchanges in the amounts
indicated: New York Stock Exchange-315 companies (52.5%), Nasdaq Stock Market-
273 companies (45.2%) and American Stock Exchange-12 companies (2.0%). As of
December 29, 2000, the mean market capitalization of the companies in the S&P
SmallCap 600 Index is approximately $583 million and the S&P SmallCap 600 Index
had a total market value of $350 billion. Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., has established procedures for, and controls over,
substitution of stocks in the index. It may make changes in the stocks and the
eligibility criteria periodically.
This table shows historical data for the index (not your trust or any
previous series). This information is not meant to indicate your
Understanding Your Investment 21
<PAGE>
future return. Your investment return will differ from the past returns of the
index. Returns have fluctuated significantly in the past and have not always
been positive.
<TABLE>
<CAPTION>
YEAR-END ANNUAL RETURN
YEAR INDEX VALUE* (NO DIVIDENDS)*
---- ------------ ---------------
<S> <C> <C>
1993 100.00 -
1994 94.17 -5.83%
1995 121.10 28.60
1996 145.48 20.13
1997 181.16 24.53
1998 177.36 -2.10
1999 197.79 11.52
2000 219.59 11.02
<FN>
--------------------
* Source: Standard & Poor's. The table above does not reflect the sales fee
or expenses you pay on your units. It also does not reflect the effect of
taxes. As with any index portfolio, your return may differ from that of the
actual index. For example, this could happen because the trust may not be fully
invested at all times, the trust will bear brokerage commissions in buying and
selling stocks, and the weightings of stocks in the trust may not replicate
their weightings in the index at all times.
</TABLE>
When reviewing any historical performance information, you should keep in
mind that past performance cannot guarantee future results. Many stocks,
especially those issued by technology companies, have exhibited above-average
price appreciation and extreme volatility in recent years during a period of a
generally rising stock market. No one can assure you that this will continue or
that the performance of stocks will replicate the performance exhibited in the
past.
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,
evaluator and 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 except as is
necessary to replicate its index. Your trust will generally buy and sell
stocks:
* to reflect changes in its index,
* to establish a closer correlation with its index,
* to pay expenses or unit redemptions,
* to make required distributions or avoid imposition of taxes on the
trust, or
* as we may determine is necessary.
Your trust will generally reject any offer for securities or other property
in exchange for the stocks in its portfolio. If your trust receives securities
that are not in its index or other property, it will usually sell the securities
or property and use the proceeds to buy stocks as described above or distribute
the proceeds. For example, this could happen in a merger or similar
transaction. If the Nasdaq Stock Market discontinues the index, we may continue
operation of your trust using the index as it existed on the last date its was
available or we may terminate your trust.
We will increase the size of your trust as we sell units. When we create
additional units, we
22 Understanding Your Investment
<PAGE>
will seek to maintain a portfolio that replicates the index. 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 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
limited circumstances, such as if the Nasdaq Stock Market discontinues the
index.
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, Suite 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 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, 20th Fl., New York,
New York 100007.
Understanding Your Investment 23
<PAGE>
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 transactional 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 4.00%
$100,000 - $249,999 3.60
$250,000 - $499,999 3.50
$500,000 - $999,999 2.70
$1,000,000 or more 2.20
</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
between 10,000 and 24,999 units, it earns 3.60% of the unit price. In addition,
firms can earn additional amounts based on total sales of all Ranson equity
index unit trusts during a single calendar month:
<TABLE>
<CAPTION>
If a firm sells this amount It will earn an
in a single month: additional:
--------------------------- ---------------
<S> <C>
$500,000 - $999,999 .10%
$1,000,000 - $1,999,999 .15
$2,000,000 - $3,999,999 .20
$4,000,000 - $5,999,999 .25
$6,000,000 - $9,999,999 .30
$10,000,000 - $14,999,999 .35
$15,000,000 - $19,999,999 .40
$20,000,000 - $49,999,999 .45
$50,000,000 or more .50
</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 to deposit securities to
create units. For example, we lost $281 on the initial deposit of stocks into
the trust.
TAXES
This section discusses 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 this summary
does not describe all of the tax consequences to all taxpayers. For example,
this summary generally does 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, local or foreign taxes. As
with any investment, you should consult your own tax professional about your
particular consequences.
24 Understanding Your Investment
<PAGE>
TRUST STATUS. Your trust intends to qualify as a "regulated investment
company" under the federal tax laws. If the trust qualifies as a regulated
investment company and distributes its income as required by the tax law, the
trust generally will not pay taxes on income.
DISTRIBUTIONS. Trust distributions are taxable to most investors. At the
end of each year, you will receive a tax statement that separates your trust's
distributions into two categories, ordinary income distributions and capital
gains dividends. Ordinary income distributions are generally taxed at your
ordinary tax rate. Generally, you will treat all capital gains dividends as
long-term capital gain regardless of how long you have owned your units. To
determine your actual tax liability for your capital gains dividends, you must
calculate your total net capital gain or loss for the tax year after considering
all of your other taxable transactions, as described below. The tax status of
your dividends from your trust is not affected by whether you reinvest your
dividends in additional units or receive them in cash. The tax laws may require
you to treat distributions made to you in January as if you had received them on
December 31 of the previous year.
IF YOU SELL OR REDEEM UNITS. If you sell or redeem your units, you will
generally recognize a taxable gain or loss. To determine the amount of this
gain or loss, you must subtract your tax basis in your units from what you
receive in the transaction. Your tax basis in your units is generally equal to
the cost of your units. In some cases, however, you may have to adjust your tax
basis after you purchase your units.
TAXATION OF CAPITAL GAIN AND LOSSES. If you are an individual, the federal
tax rate for net capital gain is generally 20% (10% for certain taxpayers in the
lowest tax bracket). For tax years beginning after December 31, 2000, the 20%
rate is reduced to 18% and the 10% rate is reduced to 8% for long-term gains
from most property with a holding period of more than 5 years. 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. However, if you receive a capital
gain dividend and sell your unit at a loss after holding it for six months or
less, the loss will be recharacterized as long-term capital loss to the extent
of the capital gain received as a dividend. In the case of capital gains
dividends, the determination of which portion of the capital gain dividend, if
any, that may be treated as long term gain from property held more than 5 years
eligible for the 18% (or 8%) tax rate will be made based on the regulations
prescribed by the United States Treasury. The tax rates for capital gains
realized from assets held for one year or less are generally the same as for
ordinary income.
IN-KIND DISTRIBUTIONS OF STOCK. If you own enough units, you may receive an
in-kind distribution of portfolio stocks when you redeem units or when your
trust terminates. This transaction is subject to taxation and you will
recognize gain or loss, generally based on the value at that time of the stocks
and the amount of cash received.
DEDUCTIBILITY OF TRUST EXPENSES. Deductible expenses incurred by the trust
will generally not be treated as income taxable to you. In some cases, however,
you may be required to treat your portion of these trust expenses as income.
Understanding Your Investment 25
<PAGE>
In these cases you may be able to take a deduction for these expenses. However,
certain miscellaneous itemized deductions, such as investment expenses, may be
deducted by individuals only to the extent all these deductions exceed 2% of
adjusted gross income.
FOREIGN TAX CREDIT. If your trust invests in any foreign stocks, the tax
statement that you receive may include an item showing foreign taxes your trust
paid to other countries. In this case, dividends taxed to you will include your
share of the taxes your trust paid to other countries. You may be able to
deduct or receive a tax credit for your share of these 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 supervisor and evaluator for providing portfolio
supervisory services and 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. 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 Standard & Poor's for the use of
various trademarks and trade names. Your trust may pay the costs of updating
its registration statement each year. The trustee may sell stocks 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 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
26 Understanding Your Investment
<PAGE>
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).
Understanding Your Investment 27
<PAGE>
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 104
We have audited the accompanying statement of financial condition, including the
trust portfolio, of Ranson Unit Investment Trusts, Series 104, as of the opening
of business on January 18, 2001, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 104 as of January 18, 2001, in conformity with
accounting principles generally accepted in the United States of America.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
January 18, 2001
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 104
STATEMENT OF FINANCIAL CONDITION
AT THE OPENING OF BUSINESS ON JANUARY 18, 2001, THE INITIAL DATE OF DEPOSIT
<S> <C>
INVESTMENT IN STOCKS
Contracts to purchase stocks $123,336
========
Number of Units 12,969
========
LIABILITY AND INTEREST OF INVESTORS
Liability
Organization costs $ 648
--------
Interest of investors
Cost to investors 129,690
Less: gross underwriting commission and organization costs 7,002
--------
Net interest of investors 122,688
--------
Total $123,336
========
<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 $123,617) 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 and
offering the trust. The amount of these costs is set forth in the "Fees
and Expenses." A distribution will be made as of the close of the
initial offering period to an account maintained by the trustee from
which this obligation of the investors will be satisfied.
(4) The aggregate cost to investors includes the applicable transactional sales
fee assuming no reduction of transactional sales fees for quantity
purchases.
</TABLE>
28 Understanding Your Investment
<PAGE>
CONTENTS
Investment Summary
------------------------------------------------------------------
A concise description 2 Investment Objective
of essential information 2 Investment Strategy
about the portfolio 2 Principal Risks
3 Who Should Invest
3 Essential Information
3 Fees and Expenses
4 The Portfolio
Understanding Your Investment
------------------------------------------------------------------
Detailed information to 16 How to Buy Units
help you understand 18 How to Sell Your Units
your investment 19 Distributions
20 Investment Risks
21 The S&P SmallCap 600 Index
22 How the Trust Works
24 Taxes
26 Expenses
26 Experts
26 Additional Information
28 Report of Independent Auditors
28 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 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 104
Securities Act file number: 333-53290
Investment Company Act file number: 811-3763
<PAGE>
RANSON
UNIT
INVESTMENT
TRUSTS
[LOGO]
S&P SMALLCAP 600
INDEX TRUST
SERIES 3
PROSPECTUS JANUARY 18, 2001
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 104
S&P SMALLCAP 600 INDEX TRUST, SERIES 3
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
S&P SmallCap 600(R) Index Licensing Agreement 3
The S&P SmallCap 600 Index 3
Investment Objective and Policies 5
Risk Factors 6
Administration of the Trust 8
Portfolio Transactions and Brokerage Allocation 14
Purchase, Redemption and Pricing of Units 14
Taxation 18
Performance Information 20
</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, evaluator and 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. The sponsor will seek to create an initial portfolio that substantially
replicates the index, however, this initial deposit into the trust may consist
of an equal number of shares of each of the stocks which comprise the trust's
target index. In either case, during the first 30 days of a trust's life, the
sponsor intends to create and maintain a portfolio that duplicates, to the
extent practicable, the weightings of stocks that comprise the target index.
The sponsor anticipates that within the initial 30-day adjustment period, a
trust portfolio will comprise the stocks in its target index in substantially
the same weightings as in such index. Of course, there is no guarantee that
this will occur during the first 30 days of a trust's life. In connection with
any deposit of securities, purchase and sale transactions will be effected in
accordance with computer program output showing which securities are under- or
over-represented in a trust portfolio. Precise duplication of the relationship
among the securities in an index may not be achieved because it may be
economically impracticable or impossible to acquire very small numbers of shares
of certain stocks and because of other procedural policies of a trust, but
correlation between the performance of an index and the related trust portfolio
is expected to be between .97 and .99 over the term of the trust.
By investing in substantially all of the stocks, in substantially the same
proportions, which comprise an index, a trust seeks to produce investment
results that generally correspond to the price and yield performance of the
securities represented by such index over the term of the trust. Due to various
factors discussed below, there can be no assurance that this objective will be
met. An investment in units should be made with an understanding that each
trust includes payments of sales fees and expenses which may not be considered
in public statements of the total return of the target index.
After a 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, maintaining, as closely as practicable the same proportionate
relationship among the securities in the portfolio as reflected in the target
index. Thus, although additional units will be issued, each unit of a trust
will continue to represent approximately a weighting of the then current
components of the target index at any such deposit. Precise duplication of the
relationship among the securities in a trust may not be achieved because it may
be economically impracticable as a result of certain economic factors and
procedural policies of the trust such as (1) price movements of the various
securities will not duplicate one another, (2) the sponsor may purchase shares
of the securities in round lot quantities, (3) reinvestment of excess proceeds
not needed to meet redemptions of units may not be sufficient to acquire equal
round lots of all the securities in the trust and (4) reinvestment of proceeds
received from securities which are no longer components of the target index
might not result in the purchase of an equal number of shares in any replacement
security. 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, a trust will
attempt to purchase the securities as close to the evaluation time or as close
to the evaluation prices as possible.
A trust consists of (a) such securities 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
2
<PAGE>
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.
S&P SMALLCAP 600(R) INDEX LICENSING AGREEMENT
The trust has entered into a license agreement with Standard & Poor's (the
"License Agreement"), under which the trust is granted licenses to use the
trademark and tradename "S&P SmallCap 600" and other trademarks and tradenames,
to the extent the sponsor deems appropriate and desirable under federal and
state securities laws to indicate the source of the index as a basis for
determining the composition of the trust's portfolio. The License Agreement
permits the trust to substitute another index for the S&P SmallCap 600 Index in
the event that Standard & Poor's ceases to compile and publish that index. In
addition, if the index ceases to be compiled or made available or the
anticipated correlation between the trust and the index is not maintained, the
sponsor may direct that the trust continue to be operated using the S&P SmallCap
600 Index as it existed on the last date on which it was available or may direct
that the Trust Agreement be terminated.
Neither the trust nor the unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the S&P SmallCap 600 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The trust is not sponsored, endorsed, sold or promoted by Standard & Poor's
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of the trust or any member of the public regarding the advisability of
investing in securities generally or in the trust particularly or the ability of
the S&P 600 Index to track general stock market performance. S&P's only
relationship to the Licensee is the licensing of certain trademarks and trade
names of S&P and of the S&P 600 Index which is determined, composed and
calculated by S&P without regard to the Licensee or the trust. S&P has no
obligation to take the needs of the Licensee or the owners of the trust into
consideration in determining, composing or calculating the S&P 600 Index. S&P
is not responsible for and has not participated in the determination of the
prices and amount of the trust or the timing of the issuance or sale of the
trust or in the determination or calculation of the equation by which the trust
is to be converted into cash. S&P has no obligation or liability in connection
with the administration, marketing or trading of the trust.
S&P does not guarantee the accuracy and/or the completeness of the S&P
SmallCap 600 Index or any data included therein and S&P shall have no liability
for any errors, omissions, or interruptions therein. S&P makes no warranty,
express or implied, as to results to be obtained by the sponsor, the trust, any
person or any entity from the use of the S&P SmallCap 600 Index or any data
included therein. S&P makes no express or implied warranties, and expressly
disclaims all warranties of merchantability or fitness for a particular purpose
or use, with respect to the S&P SmallCap 600 Index or any data included therein.
Without limiting any of the foregoing, in no event shall S&P have any liability
for any special, punitive, indirect, or consequential damages (including lost
profits), even if notified of the possibility of such damages. "Standard &
Poor's(R)", "S&P(R)", "S&P SmallCap 600 Index" and "Standard & Poor's SmallCap
600" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed
for use by the trust. The trust is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the trust.
THE S&P SMALLCAP 600 INDEX
The Standard & Poor's SmallCap 600 Index is composed of 600 domestic stocks
chosen for market size, liquidity (bid-asked spread, ownership, share turnover
and number of no trade days) and industry group representation. The weightings
of stocks in the S&P SmallCap 600 Index are primarily based on each stock's
relative total market value;
3
<PAGE>
that is, its market price per share times the number of shares outstanding.
Stocks are generally selected for the portfolio in the order of their weightings
in the S&P SmallCap 600 Index, beginning with the heaviest-weighted stocks. The
following provides a general discussion of the Standard & Poor's guidelines for
adding and removing stocks from S&P indices.
GENERAL GUIDELINES FOR ADDING STOCKS TO S&P INDICES
1. Market Value: S&P indices are market-value weighted.
2. Industry Group Classification: Companies selected for the S&P indices
represent a broad range of industry segments within the U.S.economy.
3. Capitalization: Ownership of a company's outstanding common shares is
carefully analyzed in order to screen out closely-held companies.
4. Trading Activity: The trading volume of a company's stock is analyzed on a
daily, monthly, and annual basis to ensure ample liquidity and efficient
share pricing.
5. Fundamental Analysis: Both the financial and operating condition of a
company are rigorously analyzed. The goal is to add companies to the
indices that are relatively stable and will keep turnover low.
6. Emerging Industries: Companies in emerging industries and/or new industry
groups (industry groups currently not represented in the indices) are
candidates as long as they meet the guidelines listed above.
GENERAL GUIDELINES FOR REMOVING STOCKS FROM S&P INDICES
1. Merger, Acquisition, Leveraged Buyout: A company is removed from the
indices as close as possible to the actual transaction date.
2. Bankruptcy: A company is removed from the indices immediately after
Chapter 11 filing or as soon as an alternative recapitalization plan
that changes the company's debt/equity mix is approved by shareholders.
3. Restructuring: Each company's restructuring plan is analyzed in depth. The
restructured company as well as any spin-offs are reviewed for Index
inclusion or exclusion.
4. Lack of Representation: A company can be removed from the indices because
it no longer meets current criteria for inclusion and/or is no longer
representative of its industry group.
The prospectus includes a table providing information about the year-end
index value for the S&P SmallCap 600 Index for a certain period. Investors
should note that the figures in the prospectus represent past performance of the
S&P SmallCap 600 Index and not the future performance of the S&P SmallCap 600
Index or a trust (which includes certain fees and expenses). Past performance
is, of course, no guarantee of future results. Because a trust is sold to the
public at net asset value plus the applicable sales fee, and the expenses of a
trust are deducted before making distributions to unitholders, investment in a
trust would have resulted in investment performance to unitholders somewhat
reduced from that reflected in the table in the prospectus.
The information herein and in the prospectus has been taken from publicly
available sources provided by Standard & Poor's. The sponsor believes this
information to be accurate as of the date of this Information Supplement but has
not independently reviewed the accuracy of this information. The manner in
which the index level is calculated, index eligibility criteria, the annual
ranking review and the process for rebalancing the index may change in the
future. These factors are solely within the control of Standard & Poor's and
may change without consideration of or notice to the trust or the sponsor.
4
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
A trust portfolio will consist of as many of the stocks in the trust's target
index as is feasible in order to achieve the trust's objective of attempting to
provide investment results that duplicate substantially the total return of such
index. Following the initial 30-day adjustment period described above, a trust
seeks to invest in no less than 95% of the stocks comprising its target index.
Although it may be impracticable for a trust to own certain of such stocks at
any time, the sponsor expects to maintain a correlation between the performance
of a trust portfolio and that of its target index of between .97 and .99 over
the term of the trust.
Adjustments to a trust portfolio will be made on an ongoing basis in
accordance with the computer program output to match the weightings of the
securities as closely as is feasible with their weightings in the trust's target
index as the trust invests in new securities in connection with the creation of
additional units, as companies are dropped from or added to such index or as
securities are sold to meet redemptions. The trustee will generally seek to
make these adjustments on the business day following the relevant transaction in
accordance with computer program output showing which of the securities are
under- or over-represented in a trust portfolio. Of course, there is no
guarantee that this will always be practicable. Adjustments may also be made
from time to time to maintain the appropriate correlation between a trust and
its target index. The proceeds from any sale will generally be invested in
those securities that are most under-represented in the portfolio.
Due to changes in the composition of an index, adjustments to a trust
portfolio may be made from time to time. It is anticipated that most of such
changes in an index will occur as a result of merger or acquisition activity.
In such cases, a trust, as a shareholder of an issuer which is the object of
such merger or acquisition activity, will presumably receive various offers from
potential acquirers of the issuer. The trustee is not permitted to accept any
such offers until such time as the issuer has been removed from the trust's
target index. Since, in most cases, an issuer is removed from an index only
after the consummation of a merger or acquisition, it is anticipated that a
trust will generally acquire, in exchange for the stock of the deleted issuer,
the consideration that is being offered to shareholders of that issuer who have
not tendered their shares prior to that time. Any cash received as
consideration in such transactions will be reinvested in the most under-
represented securities. Any securities received as consideration which are not
included in the trust's target index will be sold as soon as practicable and
will also be reinvested in the most under-represented securities.
In attempting to duplicate the proportionate relationships represented by an
index, the sponsor may purchase or sell stock in round lots (100 shares). In
addition, certain securities may not be available in the quantities specified by
the computer program. For these reasons, among others, precise duplication of
the proportionate relationships in an index may not be possible but will
continue to be the goal in connection with acquisitions or dispositions of
securities. As the holder of the securities, the trustee will have the right to
vote all of the voting stocks in a trust portfolio and will vote such stocks in
accordance with the instructions of the sponsor.
Each 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.
As a general rule, the only purchases and sales that will be made with
respect to a trust's portfolio will be those necessary to maintain, to the
extent feasible, a portfolio which reflects the current components of the
trust's target index, taking into consideration redemptions, sales of additional
units and the other adjustments referred to elsewhere in this Information
Supplement and the prospectus. Such purchases and sales will be made in
accordance with the computer program utilized to maintain the portfolio, the
trust agreement and procedures to be specified by the sponsor. The sponsor may
direct the trustee to dispose of securities and either to acquire other
securities through the
5
<PAGE>
use of the proceeds of such disposition in order to make changes in a portfolio
or to distribute the proceeds of such disposition to unitholders (i) as
necessary to reflect any additions to or deletions from the trust's target
index, (ii) as may be necessary to establish a closer correlation between the
trust portfolio and the target index or (iii) as may be required for purposes of
distributing to unitholders, when required, their pro rata share of any net
realized capital gains or (iv) as the sponsor may otherwise determine. The
sponsor may direct the trustee to acquire round lots of shares of the securities
rather than odd lot amounts. Any funds not used to acquire round lots will be
held for future purchases of shares, for redemptions of units or for
distributions to unitholders. In the event the trustee receives any securities
or other properties relating to the securities (other than normal dividends)
acquired in exchange for securities such as those acquired in connection with a
reorganization, recapitalization, merger or other transaction, the trustee is
directed to sell such securities or other property and reinvest the proceeds in
shares of the security for which such securities or other property relates, or
if such security is thereafter removed from the trust's target index, in any new
security which is added as a component of such index.
In addition, the trustee may dispose of certain securities and take such
further action as may be needed from time to time to ensure that a trust
continues to satisfy the qualifications of a regulated investment company,
including the requirements with respect to diversification under Section 851 of
the Internal Revenue Code, and as may be needed from time to time to avoid the
imposition of any excise tax on a trust as a regulated investment company.
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 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
6
<PAGE>
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.
CONSUMER PRODUCTS COMPANIES. The trust invests in a significant number of
issuers within the consumer goods industry. Any negative impact on this
industry will have a greater impact on the value of units than on a portfolio
diversified over several industries. These companies generally include
companies in the consumer cyclicals and consumer non-cyclicals sectors. You
should understand the risks of these companies before you invest. These
companies face risks due to cyclicality of revenues and earnings, changing
consumer demands, regulatory restrictions, products liability litigation,
extensive competition, foreign tariffs, foreign exchange rates, transportation
costs, the cost of raw materials, unfunded pension fund liabilities and employee
and retiree benefit costs and financial deterioration resulting from leveraged
buy-outs, takeovers or acquisitions. Because the economic health of consumers
greatly impacts these companies, recession or tightening of consumer credit or
spending could adversely affect these issuers. Pharmaceutical companies face
additional risks such as extensive governmental regulation, lengthy governmental
drug review processes and substantial research and development costs. The
failure to obtain government approval or successful test results for a drug
could have a substantial negative impact on a company. All of these factors can
have a negative impact on the value of your units.
SMALL COMPANIES. The trust invests exclusively in stocks of small companies.
These stocks often involve more investment risk than stocks of larger companies.
Small companies may have limited product lines, markets or financial resources.
These companies may lack management depth or experience and may depend heavily
on key personnel. These stocks may be less liquid and have less information
about their business available to the public. These stocks also tend to be more
vulnerable to adverse economic or market developments than larger company
stocks. Some of these companies may invest in, distribute or produce products
that have only recently been introduced. All of these factors could affect the
value of units.
INDEX REPLICATION. An investment in a trust should also be made with an
understanding that the trust will not be able to replicate exactly the
performance of its target index because the total return generated by the
securities will be reduced by transaction costs incurred in adjusting the actual
balance of the securities and other trust expenses, whereas such transaction
costs and expenses are not included in the calculation of an index. It is also
possible that for short periods of time, a trust may not fully replicate the
performance of its target index due to the temporary unavailability of certain
index securities in the secondary market or due to other extraordinary
circumstances. Such events are unlikely to continue for an extended period of
time because the trustee is required to correct such imbalances by means of
adjusting the composition of the securities. It is also possible that the
composition of a trust may not exactly replicate the composition of its target
index if the trust has to adjust its portfolio holdings in order to continue to
qualify as a ''regulated investment company'' under the federal tax laws.
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 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.
7
<PAGE>
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
benefit 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 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.
8
<PAGE>
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 transactional 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
trustee 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.
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
(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
9
<PAGE>
(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 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.
10
<PAGE>
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 as defined 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 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
11
<PAGE>
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 has 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 SUPERVISOR AND EVALUATOR. Ranson & Associates, Inc., the sponsor, also
serves as evaluator and supervisor. The evaluator and supervisor 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.
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
12
<PAGE>
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.
In its capacity as supervisor, the sponsor 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 but in no event will such compensation, when
combined with all compensation received from other unit investment trusts for
which the sponsor both acts as sponsor and provides portfolio surveillance,
exceed the aggregate cost to the sponsor for providing such services. 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.
The trust will pay to Standard & Poor's an annual license fee equal to .02%
of the average net asset value of the trust (or, if greater, $10,000). This fee
covers the license to the trust of the use of various trademarks and trade
names. This fee may be increased annually by the amount of the increase, if
any, in the Consumer Price Index for Urban Consumers, All Items, as issued by
the Bureau of Labor Statistics, U.S. Department of Labor, over the prior twelve-
month period.
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.
13
<PAGE>
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 transactional sales fee plus a pro rata share of any
accumulated amounts in the accounts of the trust). The transactional sales fee
is described in the prospectus. 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.
14
<PAGE>
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 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 charges 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. 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
15
<PAGE>
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.
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 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
16
<PAGE>
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 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 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.
17
<PAGE>
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.
TAXATION
Each trust intends to elect and qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If the trust so
qualifies and timely distributes to unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to unitholders. In addition, to the
extent the trust timely distributes to unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies." Because the trust intends to timely distribute its taxable
income (including any net capital gain), it is anticipated that the trust
will not be subject to federal income tax or the excise tax.
Distributions to unitholders of the trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to unitholders, except that to the extent that distributions to a
unitholder in any year exceed the trust's current and accumulated earnings and
profits, they will be treated as a return of capital and will reduce the
unitholder's basis in his units and, to the extent that they exceed his basis,
will be treated as a gain from the sale of his units as discussed below.
Although distributions generally will be treated as distributed when paid,
distributions declared in October, November or December payable to unitholders
of record on a specified date in one of those months and paid during January of
the following year will be treated as having been distributed by the trust (and
received by the unitholder) on December 31 of the year such distributions are
declared.
Distributions of the trust's net capital gain which are properly designated
as capital gain dividends by the trust will be taxable to unitholders as long-
term capital gain, regardless of the length of time the units have been held by
a unitholder. A unitholder may recognize a taxable gain or loss if the
unitholder sells or redeems his units. Any gain or loss arising from (or treated
as arising from) the sale or redemption of units will generally be a capital
gain or loss, except in the case of a dealer or a financial institution. The
Internal Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax
Act") provides that for taxpayers other than corporations, net capital gain
(which is defined as net long-term capital gain over net short-term capital loss
for the taxable year) realized from property (with certain
18
<PAGE>
exceptions) is generally subject to a maximum marginal stated tax rate of 20%
(10% in the case of certain taxpayers in the lowest tax bracket). For tax years
beginning after December 31, 2000, the 20% rate is reduced to 18% and the 10%
rate is reduced to 8% for long-term gains from most property with a holding
period of more than 5 years. Capital gain or loss is long-term if the holding
period for the asset is more than one year, and is short-term if the holding
period for the asset is one year or less. The date on which a unit is acquired
(i.e., the "trade date") is excluded for purposes for determining the holding
period of the unit. Capital gains realized from assets held for one year or less
are taxed at the same rates as ordinary income. Note that if a unitholder holds
units for six months or less and subsequently sells such units at a loss, the
loss will be treated as a long-term capital loss to the extent that any long-
term capital gain distribution is made with respect to such units during the
six-month period or less that the unitholder owns the units. In addition, please
note that capital gains may be recharacterized as ordinary income in the case of
certain financial transactions that are considered "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders and
prospective investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in units.
The Taxpayer Relief Act of 1997 includes provisions that treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g. short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period. Unitholders should consult their tax advisers with regard to any such
constructive sales rules.
Generally, the tax basis of a unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the trust may be
deferred. The income (or proceeds from redemption) a unitholder must take into
account for federal income tax purposes is not reduced by amounts deducted to
pay any deferred sales charge.
Distributions which are taxable as ordinary income to unitholders will
constitute dividends for federal income tax purposes. When units are held by
corporate unitholders, trust distributions may qualify for the 70% dividends
received deduction, subject to limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable to
dividends received by the trust from United States corporations (other than real
estate investment trusts) and is designated by the trust as being eligible for
such deduction. To the extent dividends received by the trust are attributable
to foreign corporations, a corporation that owns units will not be entitled to
the dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations. The trust will provide
each unitholder with information annually concerning what part of the trust
distributions are eligible for the dividends received deduction.
The trust may elect to pass through to the unitholders the foreign income and
similar taxes paid by the trust in order to enable such unitholders to take a
credit (or deduction) for foreign income taxes paid by the trust. If such an
election is made, unitholders of the trust, because they are deemed to own a pro
rata portion of the foreign securities held by the trust, must include in their
gross income, for federal income tax purposes, both their portion of dividends
received by the trust and also their portion of the amount which the trust deems
to be the unitholders' portion of foreign income taxes paid with respect to, or
withheld from, dividends, interest or other income of the trust from its foreign
investments. Unitholders may then subtract from their federal income tax the
amount of such taxes withheld, or else treat such foreign taxes as deductions
from gross income; however, as in the case of investors receiving income
directly from foreign sources, the above described tax credit or deduction is
subject to certain limitations. A required holding period for such credits is
imposed. Unitholders should consult their tax advisers regarding this election
and its consequences to them.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses
19
<PAGE>
incurred by the trust so long as the units are held by or for 500 or more
persons at all times during the taxable year or another exception is met. In the
event the units are held by fewer than 500 persons, additional taxable income
may be realized by the individual (and other noncorporate) unitholders in excess
of the distributions received from the trust.
Distributions reinvested into additional units of the trust will be taxed to
a unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).
Under certain circumstances a unitholder may be able to request an in kind
distribution upon termination of the trust. Unitholders electing an in kind
distribution of stock should be aware that the exchange is subject to taxation
and unitholders will recognize gain or loss based on the value of the securities
received. Investors electing an in kind distribution should consult their own
tax advisers with regard to such transactions.
The federal tax status of each year's distributions will be reported to
unitholders and to the Internal Revenue Service. Each unitholder will be
requested to provide the unitholder's taxpayer identification number to the
trustee and to certify that the unitholder has not been notified that payments
to the unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions to such unitholder (including amounts received upon the
redemption of units) will be subject to back-up withholding.
The foregoing discussion relates only to the federal income tax status of
your trust and to the tax treatment of distributions by the trust to United
States unitholders.
A unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from a trust which constitute dividends for Federal income tax
purposes (other than dividends which the trust designates as capital gain
dividends) will be subject to United States income taxes, including withholding
taxes. However, distributions received by a foreign investor from a trust that
are designated by the trust as capital gain dividends should not be subject to
United States Federal income taxes, including withholding taxes, if all of the
following conditions are met (i) the capital gain dividend is not effectively
connected with the conduct by the foreign investor of a trade or business within
the United States, (ii) the foreign investor (if an individual) is not present
in the United States for 183 days or more during his or her taxable year, and
(iii) the foreign investor provides all certification which may be required of
his status (foreign investors may contact the Sponsor to obtain a Form W-8BEN
which must be filed with the trustee and refiled every three calendar years
thereafter). Foreign investors should consult their tax advisers with respect to
United States tax consequences of ownership of units. Units in the trust and
trust distributions may also be subject to state and local taxation and
unitholders should consult their tax advisers in this regard.
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 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.
20
<PAGE>
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.
1.1.1. Standard Terms and Conditions of Trust. Reference is made to Exhibit
1.1.1 to the Registration Statement Form S-6 for Ranson Unit Investment
Trust, Series 53 (File No. 333-17811) as filed on January 7, 1997.
2.2. Form of Code of Ethics. Reference is made to Exhibit 2.2 to the
Registration statement on Form S-6 for Ranson Unit Investment Trusts,
Series 92 (File No. 333-31782) as filed on March 14, 2000.
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).
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.
4.1. Consent of Independent Auditors.
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trusts, Series 104 hereby identifies
Ranson Unit Investment Trusts, Series 53 and Series 90, EVEREN Unit Investment
Trusts, Series 39, Kemper Defined Funds, Series 45 and Kemper Equity Portfolio
Trusts, Series 1 for purposes of the representations required by Rule 487 and
represents the following: (1) that the portfolio securities deposited in the
series as to the securities of which this Registration Statement is being filed
do not differ materially in type or quality from those deposited in such
previous series; (2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained in
the registration statements for such previous series as to which the effective
date was determined by the Commission or the staff; and (3) that it has complied
with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ranson Unit Investment Trusts, Series 104 has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Wichita, and State of Kansas, on the 18th day of
January, 2001.
RANSON UNIT INVESTMENT TRUSTS, SERIES 104,
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 January 18, 2001 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
