<PAGE>
As filed with the Securities and Exchange Commission on November 14, 2000
Registration No. 333-48324
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------
Amendment No. 1
to
Form S-6
----------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
----------------
A. Exact name of trust:
EQUITY FOCUS TRUSTS--
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
B. Name of depositor:
SALOMON SMITH BARNEY INC.
C. Complete address of depositor's principal executive offices:
SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
D. Names and complete address of agent for service:
Copy to:
LAURIE A. HESSLEIN MICHAEL R. ROSELLA, ESQ.
Salomon Smith Barney Inc. Paul, Hastings, Janofsky & Walker LLP
7 World Trade Center 399 Park Avenue
New York, New York 10048 New York, New York 10022
(212) 318-6800
E. Title and amount of securities being registered:
An indefinite number of Units of beneficial interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. Approximate date of proposed sale to the public:
As soon as practicable after the effective date of the registration statement.
[X]Check box if it is proposed that this filing become effective immediately
upon filing on November 14, 2000 pursuant to Rule 487.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
The Equity Focus Trusts
Uncommon Values
International Series, 2000
A Unit Investment Trust
Uncommon Values International Series, 2000 is a
SALOMON SMITH BARNEY unit investment trust that offers investors the
------------------ opportunity to purchase Units representing
A member of proportionate interests in a portfolio of
citigroup [LOGO] international equity securities selected by a
committee of Salomon Smith Barney senior
analysts, strategists and economists. The value
of the Units will fluctuate with the value of
the underlying securities. The Trust is not
appropriate for investors requiring high current
income or conservation of capital.
The minimum purchase is $250.
The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
Prospectus dated November 14, 2000
Read and retain this Prospectus for future reference
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
Use this Investment Summary to help you decide whether the portfolio comprising
the Uncommon Values International Series, 2000 is right for you. More detailed
information can be found later in this prospectus.
Investment Objective
The Trust seeks to provide investors with capital appreciation. The Trust's
diversified portfolio of stocks is for growth oriented investors. Dividend
income is not a primary objective of the Trust.
There is no guarantee that the objective of the Trust will be achieved.
Investment Strategy
The Trust uses a "buy and hold" strategy with a portfolio of stocks, designed
to remain fixed over its three-year life. Unlike a mutual fund, the portfolio
is not managed; however, a security can be sold under some adverse
circumstances.
Investment Concept and Selection Process
For the Uncommon Values International Trust, the goal is to identify an
international portfolio of 10-15 companies from Salomon Smith Barney's top
equity recommendations in non-U.S. markets. The process is extensive and draws
from our far-reaching capabilities in fundamental, economic and quantitative
research.
The two-tiered process to select the holdings of the Trust drew from Salomon
Smith Barney's extensive capabilities in equity research.
Step 1. As a first step, we asked our equity research team of analysts from
five regions outside of the U.S.--located in Europe, Japan, Asia
Pacific, Australia and Latin America--to select their "top picks" from
each local market they follow.
Step 2. Then, our team of globally-based equity strategists, economists and
senior analysts selected the final portfolio, based on Salomon Smith
Barney's macro view of global economic, market and industry trends.
Both "value" and "growth" oriented holdings will be included to create a
balanced portfolio of international equities, diversified by industry group and
by region.
Principal Risk Factors
Holders can lose money by investing in this Trust. The value of your units may
increase or decrease depending on the value of the stocks which make up the
Trust. In addition, the amount of dividends you receive depends on each
particular issuer's dividend policy, the financial condition of the companies
and general economic conditions.
The Trust consists of common stocks of international issuers. If you invest in
the Trust, you should understand the potential risks associated with common
stocks:
. The financial condition of the issuer may worsen.
. The overall stock market may falter.
. As a common stockholder, your right to receive payments of any kind
(including dividends or as a result of a liquidation or bankruptcy) from
the issuer is generally inferior to the rights of creditors, debt
holders, or preferred stockholders.
. Common stock is continually subject to stock market fluctuations and to
volatile increases or decreases in value as market confidence in and
perceptions of issuers change.
In addition, since the portfolio's holdings include foreign issuers the Trust
may be more strongly
2
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
affected by the risks of investing in foreign securities, which include:
. The value of the U.S. dollar relative to the foreign currencies.
. Future political and economic developments.
. Possible withholding taxes.
. Differing accounting practices.
A unit investment trust is not actively managed and the Trust will not sell
securities in response to ordinary market fluctuations. Instead securities will
not usually be sold until the Trust terminates, which could mean that the sale
price of the Trust securities
may not be the highest price at which these securities traded during the life
of the Trust.
When cash or a letter of credit is deposited with instructions to purchase
securities in order to create additional units, an increase in the price of a
particular security between the time of deposit and the time the security is
purchased will cause the units to be comprised of less of that security and
more of the remaining securities. In addition, brokerage fees incurred in
purchasing the securities will be an expense of the Trust.
Public Offering Price
On the first day units are made available to the public, the Public Offering
Price will be approximately $1.00 per unit, with a minimum purchase of $250.
This price is based on the net asset value of the Trust plus the sales charge.
Beginning on the Date of Deposit, the Trustee will calculate the Public
Offering Price of units by using the closing sales prices of the securities in
the portfolio. The Public Offering Price will change daily because prices of
the underlying stocks will fluctuate.
The Public Offering Price per unit will be calculated by:
. Adding the combined market value of the underlying stocks to any cash
held to purchase securities.
. Dividing that sum by the number of units outstanding.
. Adding a sales charge.
In addition, during the initial public offering period, a per unit amount
sufficient to reimburse the Sponsor for organization costs is added to the
Public Offering Price. After the initial public offering period, the repurchase
and cash redemption price of units will be reduced to reflect the estimated
cost of liquidating securities to meet redemptions.
Market for Units
The Sponsor intends to repurchase units at a price based on their net asset
value. If the Sponsor decides to discontinue the policy of repurchasing units,
you can redeem units through the Trustee, at a price determined by using the
same formula.
Exchange or Rollover Option and Termination
During the life of the Trust, you may exchange units of the portfolio for units
of any other Uncommon Values portfolios or a future portfolio, if it is
available. When the Trust is about to terminate, you may have the option to
rollover your proceeds into a future portfolio, if one is available. If you
decide not to rollover your proceeds into the next series, you will receive a
cash distribution after the Trust terminates. You will pay your share of
expenses associated with a rollover or termination, including brokerage
commissions on the sale of securities.
3
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
Taxation
In general, dividends of the Trust will be taxed as ordinary income, whether
received in cash or reinvested in additional units. If you are a foreign
investor, you should be aware that distributions from the Trust will generally
be subject to information reporting and withholding taxes, including with
respect to income from the Trust that is reinvested in additional units.
An exchange of units in the Trust for units in another series will be treated
as a sale of units, and any gain realized on the exchange, notwithstanding
reinvestment, may be subject to federal, state and local income tax.
If you are taxed as an individual and have held your units for more than 12
months, you may be entitled to a 20% maximum federal income tax rate on gains,
if any, from the sale of your units.
4
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
FEE TABLE
--------------------------------------------------------------------------------
This Fee Table is intended to help you to understand the costs and expenses
that you will bear directly or indirectly. See Public Sale of Units and
Expenses and Charges. Although the Trust is a unit investment trust rather than
a mutual fund, this information is presented to permit a comparison of fees.
--------------------------------------------------------------------------------
Unitholder Transaction Expenses
<TABLE>
<CAPTION>
As a % of
Public Offering Amounts per
Price 1,000 Units
--------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price).............. 4.00% $40.00
==== ======
Reimbursement to Sponsor for Estimated Organiza-
tion Costs....................................... .302% $ 3.04
==== ======
Estimated Cost of Liquidating Securities to Meet
Redemptions...................................... .186% $ 1.87
==== ======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
<CAPTION>
As a % Amounts per
of Net Assets 1,000 Units
--------------- -----------
<S> <C> <C>
Trustee's Fee..................................... .091% $ .88
Maximum Portfolio Supervision, Bookkeeping and Ad-
ministrative Fees................................ .026% $ .25
Other Operating Expenses.......................... .081% $ .78
---- ------
Total............................................ .198% $ 1.91
==== ======
</TABLE>
Example
<TABLE>
<CAPTION>
Cumulative Expenses and Charges
Paid for Period:
-------------------------------
1 year 2 years 3 years
------ ------- -------
<S> <C> <C> <C>
An investor would pay the following expenses and charges
on a $10,000 investment, assuming the Trust's estimated
operating expense ratio of .198% and a 5% annual return
on the investment throughout the periods................ $449 $469 $491
</TABLE>
The example assumes reinvestment of all dividends and distributions. The
example should not be considered a representation of past or future expenses or
annual rate of return. The actual expenses and annual rate of return may be
higher or lower.
5
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
SUMMARY OF ESSENTIAL INFORMATION
AS OF NOVEMBER 13, 2000+
Sponsor
Salomon Smith Barney Inc.
Trustee and Distribution Agent
The Bank of New York
Sales Charge
The sales charge is 4.00% of the Public Offering Price (4.167% of the net
amount invested in Securities).
Mandatory Termination Date
December 15, 2003, or at any earlier time by the Sponsor with the consent of
Holders of 51% of the Units then outstanding.
Distributions
Distributions of income, if any, will be made on the next to last business day
of each year, commencing December 28, 2001, to Holders of record on the
immediately prior business day of each year, commencing December 27, 2001.
Distributions will be automatically reinvested in additional units of the Trust
unless a Holder elects to receive its distribution in cash. A final
distribution will be made upon termination of the Trust.
Record Day
The business day immediately prior to a Distribution Day.
Distribution Day
On the next to last business day of each year, commencing December 28, 2001;
and upon termination and liquidation of the Trust.
Evaluation Time
4:00 P.M. New York time (or earlier close of the New York Stock Exchange)
thereafter.
Minimum Value of Trust
The Trust Indenture may be terminated if the net value of the Trust is less
than 40% of the aggregate net asset value of the Trust at the completion of the
initial public offering period.
Trustee's Annual Fee
$.88 Per 1,000 Units
Sponsor's Annual Fee
Maximum of $.25 per 1,000 Units.
------------
+ The Initial Date of Deposit. The Initial Date of Deposit is the date on which
the Trust Indenture between the Sponsor and the Trustee was signed and the
deposit with the Trustee was made.
6
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
SUMMARY OF ESSENTIAL INFORMATION
AS OF NOVEMBER 13, 2000
<TABLE>
<S> <C>
Portfolio
Number of issuers of common stock.............................. 14
Number of different industry groups............................ 9
Portfolio contains the following industry groups:
Broadcasting, 1 (6.08%); Chemicals-Industrial Gas, 1
(8.00%); Conglomerates, 1 (6.01%); Electrical Components, 1
(6.47%); Financials (Banks & Insurance), 2 (16.51%);
Pharmaceuticals, 1 (6.71%); Retailing-Supermarkets, 2
(14.18%); Technology, 1 (7.93%); Telecommunications
(Cellular, Equipment, Services), 4 (28.11%).
Number of non-U.S. issuers..................................... 14
Portfolio contains issuers from the following regions:
Asia, 4 (25.29%); Europe, 7 (56.56%); Latin America, 2
(12.18%); North America, 1 (5.97%).
Number of American and/or Global Depositary Receipts and/or
Shares........................................................ 6
Percentage of American and/or Global Depository Receipts and/or
Shares........................................................ 44.21%
Percentage of High Risk Securities (as described in footnote 2
to Portfolio)................................................. 43.04%
Percentage of Speculative Securities (as described in footnote
2 to Portfolio)............................................... 6.10%
Initial Number of Units.......................................... 1,000,000
Fractional Undivided Interest in Trust
Represented by Each Unit........................................ 1/1,000,000
Public Offering Price per 1,000 Units
Aggregate Value of Securities in Trust (net of estimated
organization costs)........................................... $ 966,254
===========
Divided by Number of Units of Trust (times 1,000).............. $ 966.25
Plus Sales Charge of 4.00% of Public Offering Price (4.167% of
the net amount invested in Securities)........................ $ 40.26
-----------
Public Offering Price.......................................... $ 1,006.51
Plus Estimated Organization Costs.............................. $ 3.04
Plus the amount in the Income and Capital Accounts............. $ 0
-----------
Total.......................................................... $ 1,009.55
===========
Sponsor's Repurchase Price and Redemption
Price per 1,000 Units (based on value of underlying Securities). $ 969.29
Sponsor's Loss on Deposit........................................ $ 5,478
</TABLE>
7
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
INVESTORS GUIDE
--------------------------------------------------------------------------------
Today, Salomon Smith Barney's global research presence spans the coverage of
more than 2,800 securities in the U.S., Europe, Japan and other parts of the
Pacific and Latin America. Our team of 377 equity analysts is part of a global
network in equity research formed through the combined resources of Salomon
Smith Barney, Nikko Salomon Smith Barney and Schroder Salomon Smith Barney.
More than 1/2 of the companies followed by our team of equity analysts are
located in five regional markets outside of U.S. borders. For the first time
this November, they joined forces to identify the first-ever TEN +
International List of stocks, a 10-15 stock portfolio of our top equity
recommendations in non-U.S. equity markets. And you have the opportunity to
invest in all of their selections, through a single purchase of the Uncommon
Values International Series, 2000.
"Uncommon Values"
A Tradition of Premier Equity Research
Each year, the Equity Research Division of Salomon Smith Barney announces a
select list of our top equity recommendations, called the TEN + List. The
process to identify these companies is extensive and draws from our far-
reaching capabilities in equity research. The goal is to build a diversified
portfolio, through a process that combines the expertise of our industry
analysts with our Firm's macro view of the economy, industry trends and the
market in general. Through our simultaneous offerings of the Uncommon Values
Trust, our clients have had the opportunity to invest with a "portfolio
approach" to these recommendations, which have been focused primarily on U.S.
equity markets.
This November, we announced the first-ever TEN + International List, identified
through Salomon Smith Barney's extensive network of global research coverage.
Our selection process was similar to that of the TEN + List; however, this time
the focus will be exclusively on markets outside of the U.S.
The Uncommon Values International Series, 2000
For this new series of three-year unit investment trusts, our goal is to
identify a diversified international portfolio of 10-15 companies from Salomon
Smith Barney's top equity recommendations in non-U.S. markets. The two-tiered
selection process is extensive and draws from Salomon Smith Barney's far-
reaching capabilities in international research:
1. The process begins when our team of analysts from five regions outside
of the U.S.--located in Europe, Japan, Asia Pacific, Australia and Latin
America--are asked to identify their "Top Picks" from each local market
they follow.
2. Then, our team of globally-based equity strategists, economists and
senior analysts selected the final portfolio, based on Salomon Smith
Barney's macro view of global economic, market and industry trends.
Both "Value"- and "Growth"-oriented holdings are included to create a balanced
portfolio of international equities, diversified by industry group and by
region.
i
<PAGE>
Key Investing Features
The Global Expertise of Salomon Smith Barney's Equity Research
The portfolio is identified through the extensive capabilities of Salomon
Smith Barney's International Equity Research Team, whose 260 analysts follow
more than 1,600 companies in international markets outside of the U.S.
A Portfolio Approach to Salomon Smith Barney's Equity Research
Through a single purchase of the Uncommon Values International Series, you
will hold 10-15 of Salomon Smith Barney's top recommendations in
international equities.
A Low Minimum Investment
All you need is $250 to get started.
Automatic Dividend Reinvestment
Dividends from the underlying holdings will be automatically reinvested into
additional units, or can be distributed in a periodic check.
Liquidity
Units can be sold at any time, without paying an additional sales charge.
The price will be based on net asset value, which may be more or less than
the cost.
Understanding the Risks
The portfolio is designed for the growth-oriented investor seeking
international diversification. However, it may not be appropriate for investors
seeking either preservation of capital or high current income, nor would it be
suitable for investors unable to assume the risks of price volatility and
currency fluctuations usually associated with international equity investing.
Moreover, the portfolio may be concentrated in industry groups with above
average risk, such as technology and tele-communications.
Sales Charges
Investors pay a one-time 4.00% sales charge.
Tax Reporting
Generally, dividends and any net capital gains will be subject to tax each
year. Capital gains, if any, on assets held over a year will be taxed up to the
maximum federal tax rate of 20% for individuals.
Please consult your tax advisor concerning state and local taxation.
ii
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee and Unitholders of the Equity Focus Trusts--Uncommon
Values International Series, 2000:
We have audited the accompanying statement of financial condition, including
the portfolio, of the Equity Focus Trusts--Uncommon Values International
Series, 2000 as of November 13, 2000. This financial statement is the
responsibility of the Trustee (see note 1 to the statement of financial
condition). Our responsibility is to express an opinion on this financial
statement 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 of
a statement of financial condition includes examining, on a test basis,
evidence supporting the amounts and disclosures in that statement of financial
condition. Our procedures included confirmation with the Trustee of an
irrevocable letter of credit deposited on November 13, 2000, for the purchase
of securities, as shown in the statement of financial condition and portfolio.
An audit of a statement of financial condition also includes assessing the
accounting principles used and significant estimates made by the Trustee, as
well as evaluating the overall statement of financial condition presentation.
We believe that our audit of the statement of financial condition 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 the Equity
Focus Trusts--Uncommon Values International Series, 2000, as of November 13,
2000, in conformity with accounting principles generally accepted in the United
States of America.
/s/ KPMG LLP
New York, New York
November 13, 2000
8
<PAGE>
UNCOMMON VALUES INTERNATIONAL SERIES, 2000
Statement of Financial Condition as of Initial Date of Deposit, November 13,
2000
<TABLE>
<S> <C>
TRUST PROPERTY(1)
Investment in Securities:
Contracts to purchase Securities(2)............................... $ 969,294
----------
Total............................................................. $ 969,294
==========
LIABILITIES
Reimbursement to Sponsor for Organization Costs(3)................. $ 3,040
----------
INTEREST OF UNITHOLDERS
Units of fractional undivided interest outstanding:
Cost to investors(4)............................................... 1,009,550
Less: Gross underwriting commissions(5)............................ 40,256
Less: Reimbursement to Sponsor for Organization Costs(3) .......... 3,040
----------
Net amount applicable to investors................................. 966,254
----------
Total.............................................................. $ 969,294
==========
</TABLE>
------------
(1) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the
Trust and is responsible for establishing and maintaining a system of
internal controls directly related to, and designed to provide reasonable
assurance as to the integrity and reliability of, financial reporting of
the Trust. The Trustee is also responsible for all estimates and accruals
reflected in the Trust's financial statement other than the estimate of
organizational costs, for which the Sponsor is responsible.
(2) Aggregate cost to the Trust of the Securities listed under Portfolio of the
Trust, on the Initial Date of Deposit, is determined by the Trustee on the
basis set forth in footnote 4 to the Portfolio. An irrevocable letter of
credit in the amount of $2,000,000 has been deposited with the Trustee for
the purchase of Securities. The letter of credit was issued by Svenska
Handelsbanken.
(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trust. These costs have been estimated at $3.04 per 1,000 Units for the
Trust. A payment will be made as of the close of the initial public
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsor will be satisfied. To the extent
that actual organization costs are greater than the estimated amount, only
the estimated organization costs added to the Public Offering Price will be
reimbursed to the Sponsor and deducted from the assets of the Trust.
(4) Aggregate public offering price computed on the basis set forth under
Public Sale of Units--Public Offering Price.
(5) Assumes a maximum aggregate sales charge of 4.00% of the Public Offering
Price (4.167% of the net amount invested), computed on the basis set forth
under Public Sale of Units-Public Offering Price.
9
<PAGE>
PORTFOLIO OF THE UNCOMMON VALUES INTERNATIONAL SERIES, 2000 ON THE INITIAL
DATE OF DEPOSIT, NOVEMBER 13, 2000
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Stock Investment Number Percentage Value of
Securities(1) Symbol Ranking(2) of Shares(3) of Portfolio Securities(4)
------------- ------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Air Liquide *# AI FP 1-L 650 8.00% $ 77,563
China Mobile (Hong Kong)
ADS CHL 1-M 1,900 6.10 59,138
Energis PLC ADS EGS LN 1-H 12,000 8.14 78,931
Fujisawa Pharmaceutical
Co. 4511 1-M 2,000 6.71 65,092
Grupo Pao de Acucar CBD 1-S 1,800 6.10 59,175
Grupo Televisa S.A. GDS TV 1-H 1,200 6.08 58,950
Hutchison Whampoa *# 13 HK 2-L 4,600 6.01 58,245
ING Groep ADS ING 1-M 1,100 8.06 78,100
Marconi PLC ADR *# MONI 1-M 3,500 7.90 76,563
Murata Manufacturing
Co., Ltd. # 6981 1-H 500 6.47 62,674
Nortel Networks NT 1-H 1,500 5.97 57,844
Philips Electronics NV
ADR # PHG 1-H 2,200 7.93 76,863
Tesco PLC TSCO LN 1-M 20,000 8.08 78,298
UBS AG UBS 1-H 600 8.45 81,858
------ --------
100.00% $969,294
====== ========
</TABLE>
------------
(1) All Securities are represented entirely by contracts to purchase
Securities, which were entered into by the Sponsor on November 10 and
November 13, 2000. All contracts for domestic Securities are expected to
be settled by the initial settlement date for the purchase of Units.
Settlement of contracts for foreign Securities vary by country and may
take place prior to the initial settlement date for the purchase of Units.
(2) Salomon Smith Barney has assigned these rankings according to the
following system, which uses two codes: a letter for the level of risk
(L,M,H,S or V) and a number for performance expectation (1-5).
RISK assesses predictability of earnings/dividends and stock price volatility:
L (Low Risk): highly predictable earnings/dividends, low price volatility
M (Moderate Risk): moderately predictable earnings/dividends, moderate
price volatility
H (High Risk): low predictability of earnings/dividends, high price
volatility
S (Speculative): exceptionally low predictability of earnings/dividends,
highest risk of price volatility
V (Venture): Risk and return consistent with venture capital, suitable only
for well-diversified portfolios
PERFORMANCE rankings indicate the expected total return (capital gain or loss
plus dividends) over the next 12-18 months, assuming an unchanged, or "flat"
market; performance expectations depend on the risk category assigned to the
stock, as shown in the following chart.
<TABLE>
<CAPTION>
Low Risk Moderate Risk High Risk Speculative
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1 (Buy) Over 15% Over 20% Over 25% Over 30%
2 (Outperform) 5% to 15% 5% to 20% 10% to 25% 10% to 30%
3 (Neutral) -5% to 5% -5% to 5% -10% to 10% -10% to 10%
4 (Underperform) -5% to -15% -5% to -15% -10% to -20% -10% to -20%
5 (Sell) -15% or worse -15% or worse -20% or worse -20% or worse
</TABLE>
These rankings represent current opinions of Salomon Smith Barney research
analysts and are, of course, subject to change; no assurance can be given that
the stocks will perform as expected. These rankings have not been audited by
KPMG LLP.
(3) Per 1,000,000 Units.
(4) Valuation of Securities by the Trustee was made using the market value per
share as of the Evaluation Time on November 13, 2000. Subsequent to the
Initial Date of Deposit, Securities are valued, for Securities quoted on a
national securities exchange or foreign securities exchange, at the
closing sale prices, or if no price exists, at the mean between the
closing bid and offer prices, or for Securities not so quoted, at the mean
between bid and offer prices on the over-the-counter market. See
Redemption--Computation of Redemption Price Per Unit.
----------------
The following information is unaudited:
* Salomon Smith Barney Inc., including its parent, subsidiaries and/or
affiliates, usually maintains a market in the securities of this company.
# Within the last three years, Salomon Smith Barney Inc., including its
parent, subsidiaries, affiliates and/or predecessor firms, has acted as
manager (co-manager) of a public offering of the securities of this company
or an affiliate.
10
<PAGE>
DESCRIPTION OF THE TRUST
Objective of the Trust
The objective of the Uncommon Values International Series, 2000 (the "Trust")
is to provide investors with the possibility of capital appreciation for the
Trust portfolio (the "Portfolio") through a convenient and cost-effective
investment in a fixed portfolio consisting of shares of common stock and
similar securities (the "Securities") selected by the Sponsor for the
Portfolio. The Sponsor has selected stocks for the Portfolio which it considers
to have the best possibility for capital appreciation over a period of one year
relative to risks and opportunities. The payment of dividends is not a primary
objective of the Trust.
Achievement of the Trust's objective is dependent upon several factors
including the financial condition of the issuers of the Securities and any
appreciation of the Securities. Furthermore, because of various factors,
including without limitation, Trust sales charges and expenses, unequal
weightings of stocks, brokerage costs and any delays in purchasing securities
with cash deposited, investors in the Trust may not realize as high a total
return as the theoretical performance of the underlying stocks in the
Portfolio.
Structure and Offering
The Trust is a "unit investment trust" created under New York law by a Trust
Indenture (the "Indenture") between the Sponsor and the Trustee. To the extent
references in this Prospectus are to articles and sections of the Indenture,
which is incorporated by reference into this Prospectus, the statements made
herein are qualified in their entirety by such reference. On the date of this
Prospectus, each unit of the Trust (a "Unit") represented a fractional
undivided interest, as set forth under the Summary of Essential Information, in
the Securities listed under Portfolio. Additional Units of the Trust will be
issued in the amount required to satisfy purchase orders by depositing in the
Trust cash (or a bank letter of credit in lieu of cash) with instructions to
purchase Securities, contracts to purchase Securities together with irrevocable
letters of credit, or additional Securities. On each settlement date (estimated
to be three business days after the applicable date on which Securities were
deposited in the Trust), the Units will be released for delivery to investors
and the deposited Securities will be delivered to the Trustee. As additional
Units are issued by the Trust as a result of the deposit of cash (or a letter
of credit in lieu of cash) with instructions to purchase additional Securities,
the aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased. There is no limit on the time period during which the Sponsor may
continue to make additional deposits of Securities into the Trust.
During the 90-day period following the Initial Date of Deposit additional
deposits of cash or Securities in connection with the issuance and sale of
additional Units will maintain to the extent practicable the original
proportionate relationship among the number of shares of each Security in the
Portfolio of the Trust. The proportionate relationship among the Securities in
the Trust will be adjusted to reflect the occurrence of a stock dividend, a
stock split or a similar event which affects the capital structure of the
issuer of a Security in the Trust but which does not affect the Trust's
percentage ownership of the common stock equity of such issuer at the time of
such event. It may not be possible to maintain the exact original proportionate
relationship among the Securities deposited on the Initial Date of Deposit
because of, among other reasons, purchase requirements, changes in prices,
brokerage commissions or unavailability of Securities. Replacement Securities
may be acquired under specified conditions when Securities originally deposited
are unavailable. (see Administration of the Trust--Trust Supervision.) Units
may be continuously offered to the public by means of this Prospectus (see
Public Sale of Units--Public Distribution) resulting in a potential increase in
the number of Units outstanding. Deposits of Additional Securities subsequent
to the 90-day period following
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the Initial Date of Deposit must replicate exactly the proportionate
relationship among the number of shares of each of the Securities comprising
the Portfolio of the Trust at the end of the initial 90-day period.
The Public Offering Price of Units prior to the Evaluation Time specified in
the Summary of Essential Information on any day will be based on the aggregate
value of the Securities in the Trust on that day at the Evaluation Time, plus a
sales charge. The Public Offering Price for the Trust will thus vary in the
future from the amount set forth in the Summary of Essential Information. See
Public Sale of Units-Public Offering Price for a complete description of the
pricing of Units.
The Sponsor will execute orders to purchase in the order it determines, in
good faith, that they are received. However, indications of interest received
prior to the effectiveness of the registration of the Trust which become orders
upon effectiveness will be accepted according to the order in which the
indications of interest were received. Further, orders from such indications of
interest that are made pursuant to the exchange privilege (see Exchange and
Rollover Privileges herein) will be accepted before any other orders for Units.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units. The Sponsor reserves
the right to accept or reject any purchase order in whole or in part.
The holders ("Holders") of Units of the Trust meeting certain requirements
have the right to have their Units redeemed for the Securities underlying the
Units (see Redemption). If any Units are redeemed, the aggregate value of
Securities in the Trust will be reduced and the fractional undivided interest
in the Trust represented by each remaining Unit will be increased. Units of the
Trust will remain outstanding until redeemed upon request to the Trustee by any
Holder (which may include the Sponsor), or termination of the Indenture (see
Administration of the Trust--Amendment and Termination).
The Portfolio
Today, Salomon Smith Barney's global research presence spans the coverage of
more than 2,800 securities in the U.S., Europe, Japan and other parts of the
Pacific and Latin America. Our team of 377 equity analysts is part of a global
network in equity research formed through the combined resources of Salomon
Smith Barney, Nikko Salomon Smith Barney and Schroder Salomon Smith Barney.
More than 1/2 of the companies followed by our team of equity analysts are
located in five regional markets outside of U.S. borders. In arriving at the
Trust's portfolio, the Sponsor's team of globally-based equity strategists,
economists and senior analysts selected the final portfolio based on Salomon
Smith Barney's macro view of global economic, market and industry trends.
The investment rankings by Salomon Smith Barney normally pertain to an
outlook for a 12-18 month period (see footnote 2 to the Portfolio). In
selecting Securities for the Trust, the Sponsor has not expressed any belief as
to the potential of these Securities for capital appreciation over a period
longer than one year. There is, of course, no assurance that any of the
Securities in the Trust will appreciate in value, and indeed any or all of the
Securities may depreciate in value at any time in the future. See Description
of the Trust -- Risk Factors.
The results of ownership of Units will differ from the results of ownership
of the underlying Securities of the Trust for various reasons, including:
. sales charges and expenses of the Trust,
. because the portfolio may not be fully invested at all times,
. the stocks are normally purchased or sold at prices different from the
closing price used to determine the Trust's net asset value, and
. not all stocks may be weighted in the initial proportions at all times.
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Additionally, results of ownership to different Holders will vary depending on
the net asset value of the underlying Securities on the days Holders bought and
sold their Units. Of course, any purchaser of securities, including Units, will
have to pay sales charges or commissions, which will reduce his total return.
Total returns and/or average annualized returns for various periods of
previous series of The Uncommon Values Trust, Uncommon Values Aggressive Growth
Series and Uncommon Values Growth & Income Series and the Trust may be included
from time to time in advertisements and sales literature. Trust performance may
be compared to performance of the Salomon Smith Barney Primary Market Index
World (non-U.S.). As with other performance data, performance comparisons
should not be considered representative of the Trust's relative performance for
any future period. Advertising and sales literature for the Trust may also
include excerpts from the Sponsor's research reports on one or more of the
stocks in the Trust, including a brief description of its business and industry
group, and the basis on which the stock was selected.
All of the foreign Securities are publicly traded on a variety of foreign
stock exchanges. Settlement of contracts for foreign Securities varies by
country and may take place prior to the settlement of the purchase of Units on
the Initial Date of Deposit. All of the domestic Securities are publicly traded
either on a stock exchange or in the over-the-counter market.
The Trust consists of such Securities as may continue to be held from time to
time in the Trust and any additional and replacement Securities and any money
market instruments acquired and held by the Trust pursuant to the provisions of
the Indenture (including the provisions with respect to the deposit into the
Trust of Securities in connection with the sale of additional Units to the
public) together with undistributed income therefrom and undistributed and
uninvested cash realized from the disposition of Securities (see Administration
of the Trust--Accounts and Distributions; Trust Supervision). The Indenture
authorizes, but does not require, the Trustee to invest the net proceeds of the
sale of any Securities in eligible money market instruments to the extent that
the proceeds are not required for the redemption of Units. Any money market
instruments acquired by the Trust must be held until maturity and must mature
no later than the next Distribution Day and the proceeds distributed to Holders
at that time. If sufficient Securities are not available at what the Sponsor
considers a reasonable price, excess cash received on the creation of Units may
be held in an interest-bearing account with the Trustee until that cash can be
invested in Securities.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. However, should any
contract deposited hereunder (or to be deposited in connection with the sale of
additional Units) fail, the Sponsor shall, on or before the next following
Distribution Day, cause to be refunded the attributable sales charge, plus the
attributable Market Value of Securities listed under the Portfolio of the
Trust, unless substantially all of the monies held in the Trust to cover the
purchase are reinvested in replacement Securities in accordance with the
Indenture. (See Administration of the Trust--Trust Supervision.)
Because certain of the Securities from time to time may be sold, or their
percentage may be reduced under certain extraordinary circumstances described
below, or because Securities may be distributed in redemption of Units, no
assurance can be given that the Trust will retain its present size for any
length of time (see Redemption; Administration of the Trust--Amendment and
Termination). For Holders who do not redeem their Units, investments in Units
of the Trust will be liquidated on the fixed date specified under Mandatory
Termination Date, and may be liquidated sooner if the net asset value of the
Trust falls below that specified under Minimum Value of Trust set forth in the
Summary of Essential Information (see Risk Factors).
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Income
There is no assurance that dividends on the Securities will be declared or
paid in the future.
Record and Distribution Days for the Trust are set forth under the Summary of
Essential Information. Income distributions, if any, will be automatically
reinvested in additional Units of the Trust at no extra charge, unless a Holder
elects to receive his distributions in cash (see Reinvestment Plan). Because
dividends on the Securities are not received by the Trust at a constant rate
throughout the year and because the issuers of the Securities may change the
schedules or amounts or dividend payments, any distributions, whether
reinvested or paid in cash, may be more or less than the amount of dividend
income actually received by the Trust and credited to the income account
established under the Indenture (the "Income Account") as of the Record Day.
RISK FACTORS
Common Stock
An investment in Units entails certain risks associated with any investment
in common stocks. For example, the financial condition of the issuers of the
Securities or the general condition of the common stock market may worsen and
the value of the Securities and therefore the value of the Units may decline.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including:
. expectations regarding government economic, monetary and fiscal policies,
. inflation and interest rates,
. economic expansion or contraction, and
. global or regional political, economic or banking crises.
The Sponsor's buying and selling of the Securities, especially during the
initial offering of Units of the Trust or to satisfy redemptions of Units may
impact upon the value of the underlying Securities and the Units. The
publication of the list of the Securities selected for the Trust may also cause
increased buying activity in certain of the stocks comprising the Portfolio.
After such announcement, investment advisory and brokerage clients of the
Sponsor and its affiliates may purchase individual Securities appearing on the
list during the course of the initial offering period or may purchase warrants
issued by the Sponsor or its affiliates which are based on the performance of
the Securities on the list. The Sponsor or its affiliates may also purchase
Securities as a hedge against its risk on the warrants (although generally the
Sponsor and its affiliates will not purchase Securities for their own account
until after the Trust portfolio has been acquired). Such buying activity in the
stock of these companies or issuance of the warrants prior to the purchase of
the Securities by the Trust may cause the Trust to purchase stocks at a higher
price than those buyers who effect purchases prior to purchases by the Trust.
The Trust is not appropriate for investors requiring conservation of capital
or high current income. Securities representing approximately 43.04% of the
value of the Trust have been ranked High Risk by Salomon Smith Barney's
Research Department, described as "low predictability of earnings/dividends,
high price volatility." Securities representing 6.10% of the portfolio have
been ranked speculative by Salomon Smith Barney's Research Department,
described as "exceptionally low predictability of earnings/dividends, highest
risk of price volatility."
Shareholders of common stocks have rights to receive payments from the
issuers of those common stocks that are generally inferior to those of
creditors or holders of debt obligations or preferred stocks of such issuers.
Shareholders of common stocks of the type held by the Trust have a right to
receive dividends only when and if, and in the amounts, declared by the
issuer's board of directors and have a right to participate in amounts
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available for distribution by the issuer only after all other claims on the
issuer have been paid or provided for. By contrast, holders of preference
stocks have the right to receive dividends at a fixed rate when and as declared
by the issuer's board of directors, normally on a cumulative basis. Dividends
on cumulative preferred stock must be paid before any dividends are paid on
common stock and any cumulative preferred stock dividend which has been omitted
is added to future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also entitled to rights on liquidation
which are senior to those of common stocks.
For these reasons, preferred stocks generally entail less risk than common
stock. Moreover, common stocks do not represent an obligation of the issuer
and, therefore, do not offer any assurance of income or provide the same degree
of protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the economic interest of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity, common stocks
have neither a fixed principal amount nor a maturity, and have values which are
subject to market fluctuations for as long as they remain outstanding.
Holders will be unable to dispose of any of the Securities in the Portfolio,
as such, and will not be able to vote the Securities. As the holder of the
Securities, the Trustee will have the right to vote all of the voting stocks in
the Trust and will vote in accordance with the instructions of the Sponsor.
Dividends
Since the Securities are all common stocks, and the income stream produced by
dividend payments thereon is unpredictable, the Sponsor cannot provide any
assurance that dividends will be sufficient to meet any or all expenses of the
Trust. If dividends are insufficient to cover expenses, it is likely that the
Securities will have to be sold to meet Trust expenses. See Expenses and
Charges -- Payment of Expenses. Any such sales may result in capital gains or
losses to Holders. See Taxes.
Fixed Portfolio
Investors should be aware that the Trust is not "managed" and as a result,
the adverse financial condition of a company will not result in the elimination
of its securities from the Portfolio of the Trust except under extraordinary
circumstances. Investors should note in particular that the Securities were
selected on the basis of the criteria set forth under Objective of the Trust
and that the Trust may continue to purchase or hold Securities originally
selected through this process even though the evaluation of the attractiveness
of the Securities may have changed. A number of the Securities in the Trust may
also be owned by other clients of the Sponsor. However, because these clients
may have differing investment objectives, the Sponsor may sell certain
Securities from those accounts in instances where a sale by the Trust would be
impermissible, such as to maximize return by taking advantage of market
fluctuations. See Administration of the Trust -- Trust Supervision. In the
event a public tender offer is made for a Security or a merger or acquisition
is announced affecting a Security, the Sponsor may instruct the Trustee to
tender or sell the Security on the open market when, in its opinion, it is in
the best interest of the Holders of the Units to do so.
Although the Portfolio is regularly reviewed and evaluated and the Sponsor
may instruct the Trustee to sell Securities under certain limited
circumstances, Securities will not be sold by the Trust to take advantage of
market fluctuations or changes in anticipated rates of appreciation. As a
result, the amount realized upon the sale of the
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Securities may not be the highest price attained by an individual Security
during the life of the Trust. The prices of single shares of each of the
Securities in the Trust vary widely, and the effect of a dollar of fluctuation,
either higher or lower, in stock prices will be much greater as a percentage of
the lower-price stocks' purchase price than as a percentage of the higher-price
stocks' purchase price.
Additional Securities
Investors should note that in connection with the issuance of additional
Units during the Public Offering Period the Sponsor may deposit cash (or a
letter of credit in lieu of cash) with instructions to purchase Securities,
additional Securities or contracts to purchase Securities, in each instance
maintaining the original proportionate relationship, subject to adjustment
under certain circumstances, among the number of shares of each Security in the
Trust. To the extent the price of a Security increases or decreases between the
time cash is deposited with instructions to purchase the Security at the time
the cash is used to purchase the Security, Units may represent less or more of
that Security and more or less of the other Securities in the Trust. In
addition, brokerage fees (if any) incurred in purchasing Securities with cash
deposited with instructions to purchase the Securities will be an expense of
the Trust. Price fluctuations between the time of deposit and the time the
Securities are purchased, and payment of brokerage fees, will affect the value
of every Holder's Units and the Income per Unit received by the Trust. Finally,
pursuant to the terms of the Indenture, subsequent deposits to create
additional Units may not be covered by the deposit of cash (or a letter of
credit in lieu of cash). In such circumstances should the Sponsor not deliver
cash in consideration for the additional Units delivered, the Trust may be
unable to satisfy its contracts to purchase the additional Securities. The
failure of the Sponsor to deliver cash to the Trust, or any delays in the Trust
receiving such cash, may have significant adverse consequences for the Trust.
Some of the Securities may have limited trading volume. The Trustee, with
directions from the Sponsor, will endeavor to purchase Securities with
deposited cash as soon as practicable reserving the right to purchase those
Securities over the 20 business days following each deposit in an effort to
reduce the effect of these purchases on the market price of those stocks. This
could, however, result in the Trust's failure to participate in any
appreciation of those stocks before the cash is invested. If any cash remains
at the end of this period (and such date is within the 90-day period following
the Initial Date of Deposit) and cannot be invested in one or more stocks at
what the Sponsor considers reasonable prices, it intends to use that cash to
purchase each of the other securities in the original proportionate
relationship among those securities. Similarly, at termination of the Trust,
the Sponsor reserves the right to sell Securities over a period of up to 20
business days following the Mandatory Termination Date to lessen the impact of
its sales on the market price of the Securities. The proceeds received by
Holders following termination of the Trust will reflect the actual sales
proceeds received on the Securities, which will likely differ from the closing
sale price on the Mandatory Termination Date. The Sponsor believes that the
purchase and sale of underlying Securities as described above is in the best
interest of Holders and may mitigate the negative market price consequences
stemming from the trading of large amounts of Securities that have limited
trading volumes. There can be no assurance, however, that any adverse price
consequences of heavy trading will in fact be mitigated.
Organization Costs
The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's organization costs
will be purchased in the same proportionate relationship as all the Securities
contained in the Trust. Securities will be sold to reimburse the Sponsor for
the Trust's organization costs after the completion of the initial public
offering period,
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which is expected to be 90 days from the Initial Date of Deposit (a
significantly shorter time period than the life of the Trust). During the
initial public offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities are
insufficient to repay the Sponsor for the Trust organization costs, the Trustee
will sell additional Securities to allow the Trust to fully reimburse the
Sponsor. In that event, the net asset value per Unit will be reduced by the
amount of additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed the
amount set forth under "Plus Estimated Organization Costs" in the Summary of
Essential Information, this will result in a greater effective cost per Unit to
Holders for the reimbursement to the Sponsor. When Securities are sold to
reimburse the Sponsor for organization costs, the Trustee will sell such
Securities to an extent which will maintain the same proportionate relationship
among the Securities contained in the Trust as existed prior to such sale.
Termination
The Trust may be terminated at any time and all outstanding Units liquidated
if the net asset value of the Trust falls below 40% of the aggregate net asset
value of the Trust at the completion of the initial public offering period.
Investors should note that if the net asset value of the Trust should fall
below the applicable minimum value, the Sponsor may then in its sole discretion
terminate the Trust before the Mandatory Termination Date specified in the
Summary of Essential Information.
Foreign Securities
The Trust may hold Securities of non-U.S. issuers directly and/or through
American Depository Receipts ("ADRs") or Global Depository Receipts ("GDRs").
There are certain risks involved in investing in securities of foreign
companies, which are in addition to the usual risks inherent in United States
investments. These risks include those resulting from:
. fluctuations in currency exchange rates or revaluation of currencies,
. future adverse political and economic developments and the possible
imposition of currency exchange blockages or other foreign laws or
restrictions,
. reduced availability of public information concerning issuers, and
. the lack of uniform accounting, auditing and financial reporting
standards or other regulatory practices and requirements comparable to
those applicable to domestic companies.
Moreover, securities of many foreign companies may be less liquid and their
prices more volatile than those of securities of comparable domestic companies.
In addition, with respect to certain foreign countries, there is the
possibility of expropriation, nationalization, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Trust,
including the withholding of dividends. Foreign securities may be subject to
foreign government taxes that could reduce the yield on such securities. Since
the Trust may invest in securities quoted in currencies other than the United
States dollar, changes in foreign currency exchange rates may adversely affect
the value of foreign securities in the Portfolio and the net asset value of
Units of the Trust. Investment in foreign securities may also result in higher
expenses due to the cost of converting foreign currency to United States
dollars, the payment of fixed brokerage commissions on certain foreign
exchanges, which generally are higher than commissions on domestic exchanges,
and expenses relating to foreign custody.
In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less publicly
available information than is available from
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a domestic issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. However, the
Sponsor anticipates that adequate information will be available to allow the
Sponsor to supervise the Portfolio as set forth in Administration of the
Trust -- Trust Supervision.
On the basis of the best information available to the Sponsor at the present
time, none of the Securities is subject to exchange control restrictions under
existing law which would materially interfere with payment to the Trust of
dividends due on, or proceeds from sale of, the Securities either because the
particular jurisdictions have not adopted any currency regulations of this type
or because the issues qualify for an exemption, or the Trust, as an
extraterritorial investor, has qualified its purchase of the Securities as
exempt by following applicable "validation" or similar regulatory or exemptive
procedures. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payments to the Trust.
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of international
securities in the Portfolio and on the ability of the Trust to satisfy its
obligation to redeem Units tendered to the Trustee for redemption (see
Redemption).
Exchange Rate Fluctuation
In recent years, foreign exchange rates have fluctuated sharply. Income from
foreign equity securities held by the Trust, including those underlying any
ADRs or GDRs held by the Trust, would be payable in the currency of the country
of their issuance. However, the Trust will compute its income in United States
dollars, and the computation of income will be made on the date of its receipt
by the Trust at the foreign exchange rate in effect on that date. Therefore, if
the value of the foreign currency falls relative to the United States dollar
between receipt of the income and its conversion to United States dollars, the
risk of such decline will be borne by Holders. In addition, the cost of
converting such foreign currency to United States dollars would also reduce the
return to the Holder.
Depositary Shares and Receipts
American Depositary Shares ("ADSs"), and receipts therefor ("ADRs"), are
issued by an American bank or trust company to evidence ownership of underlying
securities issued by a foreign corporation. GDRs are receipts, issued by
foreign banks or trust companies, or foreign branches of U.S. banks, that
represent an interest in shares of either a foreign or U.S. corporation. These
instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. Generally, ADSs and ADRs are
designed for use in the United States securities markets. For purposes of this
Prospectus the term ADR generally includes ADSs.
European Issuers
The Trust may be considered to be concentrated in common stock of European
companies. The economies of individual European countries may differ favorably
or unfavorably from the U.S. economy in gross national product, growth of gross
national product, rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position. For a number of years, certain
European countries have been seeking economic and political unification, which
would reduce barriers between countries, increase competition among companies,
reduce government subsidies in certain industries and reduce or eliminate
currency fluctuations among these European countries. The Maastricht treaty on
economic and monetary union attempts to provide a stable monetary framework. On
January 1, 1999, the European Monetary Union ("EMU") of eleven European nations
commenced. The countries in the European community face the
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need to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives. A
report of the European Monetary Institute, the precursor of the new, single
European central bank, emphasized the need for several prospective member
countries to undergo strenuous cost cutting in the coming years. It also warned
that high rates of unemployment in many European countries could create a long-
term strain on the new currency unless countries change their labor policies,
e.g., rigid work rules and high taxes. No assurances can be given that these
changes will result in higher market prices for the European Securities in the
Portfolio.
The risks associates with investing in European securities may be heightened
in the case of investments in smaller European securities markets because of
risks due to the inexperience of financial intermediaries, the lack of modern
technology, the lack of a sufficient capital base to expand business operations
and the possibility of permanent or temporary termination of trading and
greater spreads between bid and asked prices for securities in those markets.
Technology/Telecommunications Industries
The Trust may be considered to be concentrated in common stock of companies
engaged in technology related and/or telecommunications industries. The Trust's
investments in securities of technology related companies present certain risks
that may not exist to the same degree in other types of investments. Technology
stocks, in general, tend to be relatively volatile as compared to other types
of investments. Any such volatility will be reflected in the value of the
Trust's Units. The technology and science areas may be subject to greater
governmental regulation than many other areas and changes in governmental
policies and the need for regulatory approvals may have a material adverse
effect on these areas. Additionally, companies in these areas may be subject to
risks of developing technologies, competitive pressures and other factors and
are dependent upon consumer and business acceptance as new technologies evolve.
Competitive pressures may have a significant effect on the financial condition
of companies in the technology sector. For example, if technology continues to
advance at an accelerated rate, and the number of companies and product
offerings continues to expand, these companies could become increasingly
sensitive to short product cycles and aggressive pricing. Further, companies in
the technology industry spend heavily on research and development and are
subject to the risk that their products or services may not prove commercially
successful or may become obsolete quickly.
Certain companies whose securities are included in the Trust are engaged in
providing local, long-distance and wireless services, in the manufacture of
telecommunications products and in a wide range of other activities including
directory publishing, information systems and the operation of voice, data and
video telecommunications networks.
Payment on common stocks of companies in the telecommunications industry,
including local, long-distance and cellular service, the manufacture of
telecommunications equipment, and other ancillary services, is generally
dependent upon the amount and growth of customer demand, the level of rates
permitted to be charged by regulatory authorities and the effects of inflation
on the cost of providing services and the rate of technological innovation. To
meet increasing competition, companies may have to commit substantial capital,
particularly in the formulation of new products and services using new
technology. Telecommunications companies are undergoing significant change due
to varying and evolving levels of governmental regulation or deregulation and
other factors. As a result, competitive pressures are intense and the
securities of such companies may be subject to significant price volatility.
The companies in the Trust may consist of former government owned
telecommunications systems that have been privatized in states. The Sponsor
cannot predict whether such privatization will continue in the future or what,
if any, effect this will have on the Trust.
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Legal Proceedings and Legislation
At any time after the Initial Date of Deposit, legal proceedings may be
initiated on various grounds, or legislation may be enacted, with respect to
any of the Securities in the Trust or to matters involving the business of the
issuer of the Securities. There can be no assurance that future legal
proceedings or legislation will not have a material adverse impact on the
Trust or will not impair the ability of the issuers of the Securities to
achieve their business and investment goals.
PUBLIC SALE OF UNITS
Public Offering Price
The Public Offering Price of the Units for the Trust is computed by adding
the sales charge of 4.167% to the aggregate value of the Securities in the
Trust (as determined by the Trustee) and any cash held to purchase Securities,
divided by the number of Units of the Trust outstanding. This sales charge is
equal to a gross underwriting profit of 4.00% of the Public Offering Price and
is subject to change by the Sponsor at any time. For most investors the
commissions to purchase and sell the stocks directly would exceed the Trust's
4.00% sales charge and expenses. In addition, during the initial public
offering period a portion of the Public Offering Price per 1,000 Units also
consists of an amount sufficient to reimburse the Sponsor for the payment of
all or a portion of the cost incurred in organizing and offering the Trust,
see Expenses and Charges--Initial Expenses. The sales charge will not be
assessed on those Securities in the Trust purchased with the proceeds of the
Public Offering Price that are intended to be liquidated to reimburse the
Sponsor for the organization costs.
Purchases on November 14, 2000 (the first day Units will be available to the
public) will be made at $1.00 per Unit (including the sales charge). To allow
Units to be priced at $1.00, the Units outstanding as of the Evaluation Time
on November 14 (all of which are held by the Sponsor) will be split (or split
in reverse). The Public Offering Price on any subsequent date will vary from
the Public Offering Price on the date of the initial Prospectus (set forth
under Investment Summary) in accordance with fluctuations in the aggregate
value of the underlying Securities. Units will be sold to investors at the
Public Offering Price next determined after receipt of the investor's purchase
order. A proportionate share of the amount in the Income Account (described
under Administration of the Trust--Accounts and Distributions) on the date of
delivery of the Units to the purchaser is added to the Public Offering Price.
The sales charge applicable to quantity purchases is reduced on a graduated
scale for sales to any purchaser of at least 50,000 Units. Sales charges
(until February 1, 2001) are as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 4.000% 4.167%
50,000 but less than 100,000.............................. 3.500 3.627
100,000 but less than 250,000............................. 3.000 3.093
250,000 but less than 500,000............................. 2.500 2.564
500,000 but less than 1,000,000........................... 2.000 2.041
1,000,000 or more......................................... 1.500 1.523
</TABLE>
Commencing February 1, 2001 the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 3.000% 3.093%
50,000 but less than 100,000.............................. 2.625 2.696
100,000 but less than 250,000............................. 2.250 2.302
250,000 but less than 500,000............................. 1.875 1.911
500,000 but less than 1,000,000........................... 1.500 1.523
1,000,000 or more......................................... 1.125 1.138
</TABLE>
------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1 per Unit and will be applied
on whichever basis is more favorable to the investor.
20
<PAGE>
Commencing May 1, 2001, the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 2.000% 2.041%
50,000 but less than 100,000.............................. 1.750 1.781
100,000 but less than 250,000............................. 1.500 1.523
250,000 but less than 500,000............................. 1.250 1.266
500,000 but less than 1,000,000........................... 1.000 1.010
1,000,000 or more......................................... 0.750 0.756
</TABLE>
------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1 per Unit and will be applied
on whichever basis is more favorable to the investor.
Commencing August 1, 2001, the sales charge will be 1.00% of the Public
Offering Price for purchases of up to 1 million Units (1.010% of the net
amount invested) and will be 0.750% of Public Offering Price for purchases of
1 million Units or more (0.756% of the net amount invested).
The holders of units of Uncommon Values Aggressive Growth Series, 2000, 1999
or 1998; Uncommon Values Growth & Income Series, 2000, 1999 or 1998; or
Uncommon Values, 2000, 1999 or 1998 Series (collectively, the "Prior Series"),
which are held through accounts at the Sponsor, or one of its affiliates, may
exchange such units of the Prior Series for Units of the Trust at their
relative net asset values, subject to a reduced sales charge of 3.00%. An
exchange of units of a Prior Series for Units of the Trust will generally be a
taxable event. The exchange option described above will also be available to
investors in the Prior Series who elect to purchase Units of the Trust (if
available) within 60 days of their liquidation of units in the Prior Series
which were held through accounts at the Sponsor, Salomon Brothers Inc, or one
of their affiliates (see Exchange and Rollover Privileges). The sales charge
applicable to such exchanges will be reduced on a graduated scale, for
exchanges of at least 50,000 Units of Prior Series, as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Fewer than 50,000......................................... 3.000% 3.093%
50,000 but less than 100,000.............................. 2.625 2.696
100,000 but less than 250,000............................. 2.250 2.302
250,000 but less than 500,000............................. 1.875 1.911
500,000 but less than 1,000,000........................... 1.500 1.523
1,000,000 or more......................................... 1.125 1.138
</TABLE>
------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1 per Unit and will be applied
on whichever basis is more favorable to the investor.
The above graduated sales charges will apply to all purchases on any one day
by the same purchaser of Units in the amounts stated. Purchases of Units will
not be aggregated with purchases of units of any series of a unit investment
trust sponsored by Salomon Smith Barney. Units held in the name of the spouse
of the purchaser or in the name of a child of the purchaser under 21 years of
age are deemed to be registered in the name of the purchaser for purposes of
calculating the applicable sales charge. The graduated sales charges are also
applicable to a trustee or other fiduciary purchasing securities for a single
trust estate or single fiduciary account.
Valuation of Securities by the Trustee is made as of the close of business
on the New York Stock Exchange on each business day. Securities quoted on a
national stock exchange or Nasdaq National Market are valued at the closing
sale price, or, if no closing sales price exists, at the mean between the
closing bid and offer prices. Securities not so quoted are valued at the mean
between bid and offer prices.
Employees of the Sponsor and its subsidiaries, affiliates and employee-
related accounts may purchase Units pursuant to employee benefit plans, at a
price equal to the aggregate value of the Securities in the Trust divided by
the number of Units
21
<PAGE>
outstanding plus a reduced sales charge of .5%. Sales to these plans involve
less selling effort and expense than sales to employee groups of other
companies.
Public Distribution
Units will be distributed to the public at the Public Offering Price through
the Sponsor, as sole underwriter of the Trust, and may also be distributed
through dealers.
The Sponsor intends to qualify Units of the Trust for sale in all states of
the United States where qualification is deemed necessary through the Sponsor
and dealers who are members of the National Association of Securities Dealers,
Inc. Sales to dealers, if any, will initially be made at prices which represent
a concession from the Public Offering Price per Unit to be established at the
time of sale by the Sponsor.
Underwriter's and Sponsor's Profits
The Sponsor, as sole underwriter, receives a gross underwriting commission
equal to the sales charge of 4.00% of the Public Offering Price (subject to
reduction on a graduated scale basis in the case of volume purchases, and
subject to reduction for purchasers as described under Public Offering Price
above).
On the Initial Date of Deposit, the Sponsor also realized a profit or loss on
deposit of the Securities into the Trust in the amount set forth under
Investment Summary, which equals the difference between the cost of the
Securities to the Trust (which is based on the aggregate value of the
Securities on the Date of Deposit) and the purchase price of such Securities to
the Sponsor. In the event that subsequent deposits are effected by the Sponsor
with the deposit of Securities (as opposed to cash or a letter of credit) with
respect to the sale of additional Units to the public, the Sponsor similarly
may realize a profit or loss. The Sponsor also may realize profits or sustain
losses as a result of fluctuations after the Initial Date of Deposit in the
aggregate value of the Securities and hence of the Public Offering Price
received by the Sponsor for Units. Cash, if any, made available by buyers of
Units to the Sponsor prior to the settlement dates for purchase of Units may be
used in the Sponsor's business and may be of benefit to the Sponsor.
The Sponsor also receives an annual fee at the maximum rate of $.25 per 1,000
Units for the administrative and other services which it provides during the
life of the Trust (see Expenses and Charges -- Fees). The Sponsor has not
participated as sole underwriter or manager or member of any underwriting
syndicate from which any of the Securities in the Portfolio on the Initial Date
of Deposit were acquired, except as indicated under Portfolio.
In maintaining a market for the Units (see Market for Units), the Sponsor
will also realize profits or sustain losses in the amount of any difference
between the prices at which it buys Units (based on the aggregate value of the
Securities) and the prices at which it resells such Units (which include the
sales charge) or the prices at which the Securities are sold after it redeems
such Units, as the case may be.
MARKET FOR UNITS
While the Sponsor is not obligated to do so, its intention is to maintain a
market for Units and offer continuously to purchase Units from the Initial Date
of Deposit at prices, subject to change at any time, which will be computed by
adding:
. the aggregate value of Securities in the Trust,
. amounts in the Trust, including dividends receivable on stocks trading
ex-dividend, and
. all other assets in the Trust.
deducting therefrom the sum of:
. taxes or other governmental charges against the Trust not previously
deducted,
. accrued fees and expenses of the Trustee (including legal and auditing
expenses), the
22
<PAGE>
Sponsor and counsel to the Trust and certain other expenses, and
. amounts for distribution to Holders of record as of a date prior to the
evaluation.
The result of the above computation is divided by the number of Units
outstanding as of a date prior to the evaluation, and the result of such
computation is divided by the number of Units outstanding as of the date of
computation. The Sponsor may discontinue purchases of Units if the supply of
Units exceeds demand or for any other business reason. The Sponsor, of course,
does not in any way guarantee the enforceability, marketability or price of any
Securities in the Portfolio or of the Units. On any given day, however, the
price offered by the Sponsor for the purchase of Units shall be an amount not
less than the Redemption Price per Unit, based on the aggregate value of
Securities in the Trust on the date on which the Units of the Trust are
tendered for redemption (see Redemption).
The Sponsor may, of course, redeem any Units it has purchased in the
secondary market to the extent that it determines that it is undesirable to
continue to hold such Units in its inventory. Factors which the Sponsor will
consider in making such a determination will include the number of units of all
series of unit trusts which it has in its inventory, the saleability of such
units and its estimate of the time required to sell such units and general
market conditions. For a description of certain consequences of such redemption
for the remaining Holders, see Redemption.
REDEMPTION
Units may be redeemed by the Trustee at its corporate trust office upon
payment of any relevant tax without any other fee, accompanied by a written
instrument or instruments of transfer with the signature guaranteed by a
national bank or trust company, a member firm of any of the New York, Midwest
or Pacific Stock Exchanges, or in such other manner as may be acceptable to the
Trustee. In certain instances the Trustee may require additional documents such
as, but not limited to, trust instruments, certificates of death, appointments
as executor or administrator or certificates of corporate authority.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions. (See Administration of the Trust -- Accounts and
Distributions.) The Securities to be sold will be selected by the Trustee from
those designated on the current list provided by the Sponsor for this purpose.
After the initial public offering period, the Redemption Price per Unit will be
reduced to reflect the estimated cost of liquidating securities to meet
redemptions. Provision is made in the Indenture under which the Sponsor may,
but need not, specify minimum amounts in which blocks of Securities are to be
sold in order to obtain the best price for the Trust. While these minimum
amounts may vary from time to time in accordance with market conditions, the
Sponsor believes that the minimum amounts which would be specified would be a
sufficient number of shares to obtain institutional rates of brokerage
commissions (generally between 1,000 and 5,000 shares).
The Trustee will redeem Units "in kind" upon request of a redeeming Holder if
the Holder tenders at least 1,000,000 Units. Thus, a Holder will be able
(except during a period described in the last paragraph under this heading),
not later than the seventh calendar day following such tender (or if the
seventh calendar day is not a business day, on the first business day prior
thereto), to receive in kind an amount per Unit equal to the Redemption Price
per Unit (computed as described in Redemption --Computation of Redemption Price
per Unit) as determined as of the day of tender. The Redemption Price per Unit
for in kind distributions (the "In Kind Distribution") will take the form of
the distribution of whole and fractional shares of each of the Securities in
the
23
<PAGE>
amounts and the appropriate proportions represented by the fractional undivided
interest in the Trust of the Units tendered for redemption (based upon the
Redemption Price per Unit).
In Kind Distributions on redemption of a minimum of 1,000,000 Units will be
held by The Bank of New York, as Distribution Agent, for the account, and for
disposition in accordance with the instructions of, the tendering Holder as
follows:
(a) If the tendering Holder requests cash payment, the Distribution Agent
shall sell the In Kind Distribution as of the close of business on the date
of tender and remit to the Holder not later than seven calendar days
thereafter the net proceeds of sale, after deducting brokerage commissions
and transfer taxes, if any, on the sale. The Distribution Agent may sell
the Securities through the Sponsor, and the Sponsor may charge brokerage
commissions on those sales. Since these proceeds will be net of brokerage
commissions, Holders who wish to receive cash for their Units should always
offer them for sale to the Sponsor in the secondary market before seeking
redemption by the Trustee. The Trustee may offer Units tendered for
redemption and cash liquidation to it to the Sponsor on behalf of any
Holder to obtain this more favorable price for the Holder.
(b) If the tendering Holder requests distribution in kind, the
Distribution Agent (or the Sponsor acting on behalf of the Distribution
Agent) shall sell any portion of the In Kind Distribution represented by
fractional interests and certain of the Securities which may not be
transferable to U.S. individuals in accordance with the foregoing and
distribute net cash proceeds to the tendering Holder together with
certificates representing whole shares of each of the remaining Securities
that comprise the In Kind Distribution. (The Trustee may, however, offer
the Sponsor the opportunity to purchase the tendered Units in exchange for
the numbers of shares of each Security and cash, if any, which the Holder
is entitled to receive. The tax consequences to the Holder would be
identical in either case.)
Any amounts paid on redemption representing income received will be withdrawn
from the Income Account to the extent funds are available (an explanation of
such Account is set forth under Administration of the Trust -- Accounts and
Distributions). In addition, in implementing the redemption procedures
described above, the Trustee and the Distribution Agent shall make any
adjustments necessary to reflect differences between the Redemption Price of
the Units and the value of the In Kind Distribution as of the date of tender.
To the extent that Securities are distributed in kind, the size of the Trust
will be reduced.
A Holder may tender Units for redemption on any weekday (a "Tender Day")
which is not one of the following: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day (observed), Independence Day, Labor
Day, Thanksgiving or Christmas. The right of redemption may be suspended and
payment postponed for any period, determined by the Securities and Exchange
Commission ("SEC"), (1) during which the New York Stock Exchange, Inc. is
closed other than for customary weekend and holiday closings, (2) during which
the trading on that Exchange is restricted or an emergency exists as a result
of which disposal or evaluation of the Securities is not reasonably practicable
or (3) for such periods as the SEC may by order permit.
Computation of Redemption Price Per Unit
Redemption Price per Unit is computed by the Trustee as of the Evaluation
Time on each June 30 and December 31 (or the last business day prior thereto),
as of the Evaluation Time next following the tender of any Unit for redemption
on any Tender Day, and on any other business day desired by the Trustee or the
Sponsor, by adding (1) the aggregate value of the Securities determined by the
Trustee, (2) amounts in the Trust including dividends receivable on stocks
trading ex-dividend (with appropriate adjustments to reflect monthly
24
<PAGE>
distributions made to Holders) and (3) all other assets in the Trust; deducting
therefrom the sum of (a) taxes or other governmental charges against the Trust
not previously deducted, (b) accrued fees and expenses of the Trustee
(including legal and auditing expenses), the Sponsor and counsel to the Trust
and certain other expenses and (c) amounts for distribution to Holders of
record as of a date prior to the evaluation; and dividing the result of such
computation by the number of Units outstanding as of the date thereof. As of
the close of the initial public offering period the Redemption Price per 1,000
Units will be reduced to reflect the payment of the per 1,000 Unit organization
costs to the Sponsor. Therefore, the amount of the Redemption Price per 1,000
Units received by a Holder will include the portion representing organization
costs only when such Units are tendered for redemption prior to the close of
the initial public offering period.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: if the Securities are listed on a national
securities exchange or NASDAQ National Market System, or a foreign securities
exchange, such evaluation shall generally be based on the last reported sale
price on such exchange (unless the Trustee deems such price inappropriate as a
basis for evaluation) or, if there is no last reported sale price on such
exchange, at the mean between the closing offering and bid side evaluation. If
the Securities are not so listed or, if so listed and the principal market
therefor is other than on such exchange, such evaluation shall generally be
made by the Trustee in good faith based on the last reported sales price as of
the Evaluation Time on the over-the-counter market by one or more reporting
service (unless the Trustee deems such mean inappropriate as a basis for
evaluation) or, if no such prices are available, (1) on the basis of the mean
between current bid and offer prices on the over-the-counter market, (2) on the
basis of the mean between current bid and offer prices for comparable
securities, (3) by the Trustee's appraising the value of the Securities in good
faith at the mean between the bid side and the offer side of the market or (4)
by any combination thereof.
EXPENSES AND CHARGES
Initial Expenses -- Investors will reimburse the Sponsor on a per 1,000 Units
basis, for all or a portion of the estimated costs incurred in organizing the
Trust including the cost of the initial preparation, printing and execution of
the registration statement and the indenture, Federal and State registration
fees, the initial fees and expenses of the Trustee, legal expenses and any
other out-of-pocket costs. The estimated organization costs will be paid from
the assets of the Trust as of the close of the initial public offering period.
To the extent that actual organization costs are less than the estimated
amount, only the actual organization costs will be deducted from the assets of
the Trust. To the extent that actual organization costs are greater than the
estimated amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor. Any balance of the expenses
incurred in establishing the Trust, as well as advertising and selling
expenses, will be paid by the Underwriters at no cost to the Trust.
Fees -- The Trustee's and Sponsor's fees are set forth under Summary of
Essential Information. The Trustee receives for its services as Trustee and
Distribution Agent payable in monthly installments, the amount set forth under
Summary of Essential Information. The Trustee's fee (in respect of services as
Trustee), payable monthly, is based on the largest number of Units outstanding
during the preceding month. Certain regular and recurring expenses of the
Trust, including certain mailing and printing expenses, are borne by the Trust.
The Trustee receives benefits to the extent that it holds funds on deposit in
the various non-interest bearing accounts created under the Indenture. The
Sponsor's fee, which is earned for trust supervisory services, is based on the
largest number of Units outstanding during the year. The Sponsor's fee, which
is not to exceed the maximum amount set forth under Summary of Essential
Information, may exceed the actual costs of providing supervisory services for
the Trust, but at no time will the total amount the Sponsor receives for trust
supervisory services
25
<PAGE>
rendered to all series of Salomon Smith Barney Unit Trusts in any calendar year
exceed the aggregate cost to it of supplying these services in that year. In
addition, the Sponsor may also be reimbursed for bookkeeping or other
administrative services provided to the Trust in amounts not exceeding its cost
of providing those services. The fees of the Trustee and Sponsor may be
increased without approval of Holders in proportion to increases under the
classification "All Services Less Rent" in the Consumer Price Index published
by the United States Department of Labor.
Other Charges -- These include: (1) fees of the Trustee for extraordinary
services (for example, making distributions due to failure of contracts for
Securities), (2) expenses of the Trustee incurred for the benefit of the Trust
(including legal and auditing expenses) and expenses of counsel designated by
the Sponsor, (3) various governmental charges and fees and expenses for
maintaining the Trust's registration statement current with Federal and State
authorities, (4) expenses and costs of action taken by the Sponsor, in its
discretion, or the Trustee, in its discretion, to protect the Trust and the
rights and interests of Holders (for example, expenses in exercising the
Trust's rights under the underlying Securities), (5) indemnification of the
Trustee for any losses, liabilities and expenses incurred without gross
negligence, bad faith or willful misconduct on its part, (6) indemnification of
the Sponsor for any losses, liabilities and expenses incurred without gross
negligence, bad faith, willful misconduct or reckless disregard of their duties
and (7) expenditures incurred in contacting Holders upon termination of the
Trust. The amounts of these charges and fees are secured by a lien on the
Trust.
Payment of Expenses -- Funds necessary for the payment of the above fees will
be obtained in the following manner: (1) first, by deductions from the Income
Account (see below), (2) to the extent the Income Account funds are
insufficient, by distribution from the Capital Account (see below) (which will
reduce income distributions from the Accounts), (3) to the extent the Income
and Capital Accounts are insufficient, by selling Securities from the Portfolio
and using the proceeds to pay the expenses (thereby reducing the net asset
value of the Units).
Since the Securities are all common stocks, and the income stream produced by
dividend payments thereon is unpredictable (see Description of the Trust --
Risk Factors), the Sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of the Trust. If dividends are
insufficient to cover expenses, it is likely that Securities will have to be
sold to meet Trust expenses. Any such sales may result in capital gains or
losses to Holders. See Taxes.
ADMINISTRATION OF THE TRUST
Records
The Trustee keeps records of the transactions of the Trust at its corporate
trust office including names, addresses and holdings of all Holders of record,
a current list of the Securities and a copy of the Indenture. Such records are
available to Holders for inspection at reasonable times during business hours.
Accounts and Distributions
Dividends payable to the Trust are credited by the Trustee to an Income
Account, as of the date on which the Trust is entitled to receive such
dividends as a holder of record of the Securities. All other receipts (i.e.,
return of capital, stock dividends, if any, and gains) will be credited by the
Trustee to a Capital Account. If a Holder elects to receive its distribution in
cash, any income distribution for the Holder as of each Record Day will be made
on the following Distribution Day or shortly thereafter and shall consist of an
amount equal to the Holder's pro rata share of the distributable balance in the
Income Account as of such Record Day, after deducting estimated expenses. The
first distribution for persons who purchase Units between a Record Day and a
Distribution Day will be made on the second
26
<PAGE>
Distribution Day following their purchase of Units. In addition, amounts from
the Capital Account may be distributed from time to time to Holders of Record.
No distribution need be made from the Capital Account if the balance therein is
less than an amount sufficient to distribute $5.00 per 1,000 Units. The Trustee
may withdraw from the Income Account, from time to time, such amounts as it
deems requisite to establish a reserve for any taxes or other governmental
charges that may be payable out of the Trust. Funds held by the Trustee in the
various accounts created under the Indenture do not bear interest.
Purchases at Market Discount -- Certain of the shareholder dividend
reinvestment, stock purchase or similar plans maintained by issuers of the
Securities offer shares pursuant to such plans at a discount from market value.
Subject to any applicable regulations and plan restrictions, the Sponsor
intends to direct the Trustee to participate in any such plans to the greatest
extent possible taking into account the Securities held by the Trust in the
issuers offering such plans. In such event, the Indenture requires that the
Trustee forthwith distribute in kind to the Distribution Agent the Securities
received upon any such reinvestment to be held for the accounts of the Holders
in proportion to their respective interests in the Trust. It is anticipated
that Securities so distributed shall immediately be sold. Therefore, the cash
received upon such sale, after deducting sales commissions and transfer taxes,
if any, will be used for cash distributions to Holders.
The Trustee will follow a policy that it will place securities transactions
with a broker or dealer only if it expects to obtain the most favorable prices
and executions of orders. Transactions in securities held in the Trust are
generally made in brokerage transactions (as distinguished from principal
transactions) and the Sponsor or any of its affiliates may act as brokers
therein if the Trustee expects thereby to obtain the most favorable prices and
execution. The furnishing of statistical and research information to the
Trustee by any of the securities dealers through which transactions are
executed will not be considered in placing securities transactions.
Trust Supervision
The Trust is a unit investment trust which normally follows a buy and hold
investment strategy and is not actively managed. Therefore the adverse
financial condition of an issuer will not necessarily require the sale of its
Securities from the Portfolio. However, the Portfolio is regularly reviewed.
Traditional methods of investment management for a managed fund (such as a
mutual fund) typically involve frequent changes in a portfolio of securities on
the basis of economic, financial and market analyses. However, while it is the
intention of the Sponsor to continue the Trust's investment in the Securities
in the original proportions, it has the power but not the obligation to direct
the disposition of the Securities upon institution of certain legal
proceedings, default under certain documents adversely affecting future
declaration or payment of anticipated dividends, or a substantial decline in
price or the occurrence of materially adverse credit factors that, in the
opinion of the Sponsor, would make the retention of the Securities detrimental
to the interests of the Holders. The Sponsor intends to review the desirability
of retaining in the Portfolio any Security if its investment rating is reduced
below 3 by the Sponsor's Research Department. The Sponsor is authorized under
the Indenture to direct the Trustee to invest the proceeds of any sale of
Securities not required for redemption of Units in eligible money market
instruments having fixed final maturity dates no later than the next
Distribution Day (at which time the proceeds from the maturity of said
instrument shall be distributed to Holders) which are selected by the Sponsor
and which will include only the following instruments:
(i) Negotiable certificates of deposit or time deposits of domestic banks
which are members of the Federal Deposit Insurance Corporation and which
have, together with their branches or subsidiaries, more than $2 billion
27
<PAGE>
in total assets, except that certificates of deposit or time deposits of
smaller domestic banks may be held provided the deposit does not exceed the
insurance coverage on the instrument (which currently is $100,000), and
provided further that the Trust's aggregate holding of certificates of
deposit or time deposits issued by the Trustee may not exceed the insurance
coverage of such obligations and (ii) U.S. treasury notes or bills.
In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when in its opinion
it is in the best interest of the Holders of the Units to do so. In addition,
the Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Securities to issue new Securities in exchange or
substitution for any Securities except that the Sponsor may instruct the
Trustee to accept or reject such an offer to take any other action with respect
thereto as the Sponsor may deem proper if (1) the issuer failed to declare or
pay anticipated dividends with respect to such Securities or (2) in the written
opinion of the Sponsor, the issuer will probably fail to declare or pay
anticipated dividends with respect to such Securities in the reasonably
foreseeable future. Any Securities so received in exchange or substitution
shall be sold unless the Sponsor directs that they be held by the Trustee
subject to the terms and conditions of the Indenture to the same extent as
Securities originally deposited thereunder. If a Security is eliminated from
the Portfolio and no replacement security is acquired, the Trustee shall within
a reasonable period of time thereafter notify Holders of the Trust of the sale
of the Security. Except as stated in this and the following paragraphs, the
Trust may not acquire any securities other than (1) the Securities and (2)
securities resulting from stock dividends, stock splits and other capital
changes of the issuers of the Securities.
The Sponsor is authorized to direct the Trustee to acquire replacement
Securities ("Replacement Securities") to replace any Securities, for which
purchase contracts have failed ("Failed Securities"), or, in connection with
the deposit of Additional Securities, when Securities of an issue originally
deposited are unavailable at the time of subsequent deposit, as described more
fully below. Replacement Securities that are replacing Failed Securities will
be deposited into the Trust within 110 days of the date of deposit of the
contracts that have failed at a purchase price that does not exceed the amount
of funds reserved for the purchase of Failed Securities. The Replacement
Securities shall satisfy certain conditions specified in the Indenture
including, among other conditions, requirements that the Replacement Securities
shall be publicly-traded common stocks; shall be issued by an issuer subject to
or exempt from the reporting requirements under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (or similar provisions of law); shall not
result in more than 10% of the Trust consisting of securities of a single
issuer (or of two or more issuers which are Affiliated Persons as this term is
defined in the Investment Company Act of 1940) which are not registered and are
not being registered under the Securities Act of 1933 or result in the Trust
owning more than 50% of any single issue which has been registered under the
Securities Act of 1933; and shall have, in the opinion of the Sponsor,
characteristics sufficiently similar to the characteristics of the other
Securities in the Trust as to be acceptable for acquisition by the Trust.
Whenever a Replacement Security has been acquired for the Trust, the Trustee
shall, on the next Distribution Day that is more than 30 days thereafter, make
a pro rata distribution of the amount, if any, by which the cost to the Trust
of the Failed Security exceeded the cost of the Replacement Security. If
Replacement Securities are not acquired, the Sponsor will, on or before the
next following Distribution Day, cause to be refunded the attributable sales
charge, plus the attributable Market Value of Securities listed under Portfolio
plus income attributable to the Failed Security. Any property received by the
Trustee after the Initial Date of Deposit as a distribution on any of the
Securities in a form other than cash or additional
28
<PAGE>
shares of the Securities received in a non-taxable stock dividend or stock
split, shall be retained or disposed of by the Trustee as provided in the
Indenture. The proceeds of any disposition shall be credited to the Income or
Capital Account of the Trust.
The Indenture also authorizes the Sponsor to increase the size and number of
Units of the Trust by the deposit of cash (or a letter of credit) with
instructions to purchase Additional Securities, contracts to purchase
Additional Securities, or Additional Securities in exchange for the
corresponding number of additional Units during the 90-day period subsequent to
the Initial Date of Deposit, provided that the original proportionate
relationship among the number of shares of each Security established on the
Initial Date of Deposit (the "Original Proportionate Relationship") is
maintained to the extent practicable. Deposits of Additional Securities
subsequent to the 90-day period following the Initial Date of Deposit must
replicate exactly the original proportionate relationship among the number of
shares of each Security comprising the Portfolio at the end of the initial 90-
day period.
With respect to deposits of cash (or a letter of credit) with instructions to
purchase Additional Securities, Additional Securities or contracts to purchase
Additional Securities, in connection with creating additional Units of the
Trust during the 90-day period following the Initial Date of Deposit, the
Sponsor may specify minimum amounts of additional Securities to be deposited or
purchased. If a deposit is not sufficient to acquire minimum amounts of each
Security, Additional Securities may be acquired in the order of the Security
most under-represented immediately before the deposit when compared to the
Original Proportionate Relationship. If Securities of an issue originally
deposited are unavailable at the time of subsequent deposit or cannot be
purchased at reasonable prices or their purchase is prohibited or restricted by
law, regulation or policies applicable to the Trust or the Sponsor, the Sponsor
may (1) deposit cash or a letter of credit with instructions to purchase the
Security when practicable (provided that it becomes available within 110 days
after the Initial Date of Deposit), (2) deposit (or instruct the Trustee to
purchase) Securities of one or more other issues originally deposited or (3)
deposit (or instruct the Trustee to purchase) a Replacement Security that will
meet the conditions described above. Any funds held to acquire Additional or
Replacement Securities which have not been used to purchase Securities at the
end of the 90-day period beginning with the Initial Date of Deposit, shall be
used to purchase Securities as described above or shall be distributed to
Holders together with the attributable sales charge.
Reports to Holders
The Trustee will furnish Holders with each distribution a statement of the
amount of income and the amount of other receipts, if any, which are being
distributed, expressed in each case as a dollar amount per Unit. Within a
reasonable period of time after the end of each calendar year (normally within
20 to 60 days) the Trustee will furnish to each person who at any time during
the calendar year was a Holder of record a statement (1) as to the Income
Account: income received; deductions for applicable taxes and for fees and
expenses of the Trustee and counsel, and certain other expenses; amounts paid
in connection with redemptions of Units and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount per Unit outstanding on the last business day of
such calendar year; (2) as to the Capital Account: the disposition of any
Securities (other than pursuant to In Kind Distributions) and the net proceeds
received therefrom; the results of In Kind Distributions in connection with
redemption of Units; deductions for payment of applicable taxes and for fees
and expenses of the Trustee and counsel and certain other expenses, to the
extent that the Income Account is insufficient, and the balance remaining after
such distribution and deductions, expressed both as a total dollar
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<PAGE>
amount and as a dollar amount per Unit outstanding on the last business day of
such calendar year; (3) a list of the Securities held and the number of Units
outstanding on the last business day of such calendar year; (4) the Redemption
Price per Unit based upon the last computation thereof made during such
calendar year; and (5) amounts actually distributed during such calendar year
from the Income Account expressed both as total dollar amounts and as dollar
amounts per Unit outstanding on the record dates for such distributions.
In order to enable them to comply with federal and state tax reporting
requirements, Holders will be furnished with evaluations of Securities upon
request to the Trustee.
Book-Entry Units
Ownership of Units of the Trust will not be evidenced by certificates. All
evidence of ownership of the Units will be recorded in book-entry form either
at Depository Trust Company ("DTC") through an investor's broker's account or
through registration of the Units on the books of the Trustee. Units held
through DTC will be deposited by the Sponsor with DTC in the Sponsor's DTC
account and registered in the nominee name CEDE & CO. Individual purchases of
beneficial ownership interest in the Trust will be made in book-entry form
through DTC or the Trustee. Ownership and transfer of Units will be evidenced
and accomplished by book-entries made by DTC and its participants if the Units
are evidenced at DTC, or otherwise will be evidenced and accomplished by book-
entries made by the Trustee. DTC will record ownership and transfer of the
Units among DTC participants and forward all notices and credit all payments
received in respect of the Units held by the DTC participants. Beneficial
owners of Units will receive written confirmation of their purchases and sale
from the broker-dealer or bank from whom their purchase was made. Units are
transferable by making a written request properly accompanied by a written
instrument or instruments of transfer which should be sent registered or
certified mail for the protection of the Holder. Holders must sign such written
request exactly as their names appear on the records of the Trust. Such
signatures must be guaranteed by a commercial bank or trust company, savings
and loan association or by a member firm of a national securities exchange.
Amendment And Termination
The Sponsor may amend the Indenture, with the consent of the Trustee but
without the consent of any of the Holders, (1) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent, (2) to change any provision thereof as may be required by the SEC
or any successor governmental agency and (3) to make such other provisions as
shall not materially adversely affect the interest of the Holders (as
determined in good faith by the Sponsor). The Indenture may also be amended in
any respect by the Sponsor and the Trustee, or any of the provisions thereof
may be waived, with the consent of the Holders of 51% of the Units, provided
that no such amendment or waiver will reduce the interest in the Trust of any
Holder without the consent of such Holder or reduce the percentage of Units
required to consent to any such amendment or waiver without the consent of all
Holders.
The Indenture will terminate upon the earlier of the disposition of the last
Security held thereunder or the Mandatory Termination Date specified under
Summary of Essential Information. The Indenture may also be terminated by the
Sponsor if the value of the Trust is less than the minimum value set forth
under Summary of Essential Information (as described under Description of the
Trust -- Risk Factors) and may be terminated at any time by written instrument
executed by the Sponsor and consented to by Holders of 51% of the Units. The
Trustee shall deliver written notice of any termination to each Holder of
record within a reasonable period of time prior to the termination. Within a
reasonable period of time after such termination, the Trustee must sell all of
the
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<PAGE>
Securities then held and distribute to each Holder, after deductions of accrued
and unpaid fees, taxes and governmental and other charges, such Holder's
interest in the Income and Capital Accounts. Such distribution will normally be
made by mailing a check in the amount of each Holder's interest in such
accounts to the address of such nominee Holder appearing on the record books of
the Trustee.
EXCHANGE AND ROLLOVER PRIVILEGES
Holders may exchange their Units of the Trust into units of any then
outstanding series of Uncommon Values (an "Exchange Series") at their relative
net asset values, subject only to a reduced sales load (as disclosed in the
prospectus for the Exchange Series). The exchange option described above will
be available only to Holders whose Units are held through accounts at the
Sponsor or one of its affiliates, and will also be available to investors in
the Trust who elect to purchase units of an Exchange Series within 60 days of
their liquidation of Units in the Trust which were similarly held.
Holders who retain their Units until the termination of the Trust may
reinvest their terminating distributions into units of a subsequent series of
Uncommon Values (the "New Series") provided one is offered. In the event the
Sponsor determines that such a redemption and subsequent investment in a New
Series by a Holder may be effected under applicable law in a manner that will
not result in the recognition of gain or loss for U.S. Federal income tax
purposes with respect to any Securities that are included in the portfolio of
the New Series. Holders will be notified at least 30 days prior to the Rollover
Notification Date of the procedures and process necessary to facilitate such
tax investment. Such purchaser may be entitled to a reduced sales load (as
disclosed in the prospectus for the New Series) upon the purchase of units of
the New Series.
Under the exchange and rollover privilege, the Sponsor's repurchase price
would be based upon the market value of the Securities in the Trust portfolio
and units in the Exchange Series or New Series will be sold to the Holder at a
price based on the aggregate market price of the securities in the portfolio of
the Exchange Series or New Series. Holders will pay their share of any
brokerage commissions on the sale of underlying Securities when their Units are
liquidated during the exchange or rollover. Exercise of the exchange or
rollover privilege by Holders is subject to the following conditions: (i) the
Sponsor must have units available of an Exchange Series or New Series during
initial public offering or, if such period is completed, must be maintaining a
secondary market in the units of the available Exchange Series or New Series
and such units must be available in the Sponsor's secondary market account at
the time of the Holder's elections; and (ii) exchange will be effected only in
whole units. Holders will not be permitted to advance any funds in excess of
their redemption in order to complete the exchange. Any excess proceeds
received from the Holder for exchange will be remitted to such Holder.
It is expected that the terms of the Exchange Series or New Series will be
substantially the same as the terms of the Trust described in this Prospectus,
and that similar reinvestment programs will be offered with respect to all
subsequent series of the Trust. The availability of these options do not
constitute a solicitation of an offer to purchase units of an Exchange Series
or a New Series or any other security. A Holder's election to participate in
either of these options will be treated as an indication of interest only.
Holders should contact their financial professionals to find out what suitable
Exchange or New Series is available and to obtain a prospectus. Holders may
acquire units of those Series which are lawfully for sale in states where they
reside and only those Exchange Series in which the Sponsor is maintaining a
secondary market. At any time prior to the exchange by the Holder of units of
an Exchange Series, or the purchase by a Holder of units of a New Series, such
Holder may change its investment strategy and receive its terminating
distribution. An election of either of these options will not, prevent the
holder from recognizing taxable
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<PAGE>
gain or loss (except in the case of loss, if and to the extent the Exchange or
New Series, as the case may be, is treated as substantially identical to the
Trust) as a result of the liquidation, even though no cash will be distributed
to pay any taxes. Holders should consult their own tax advisers in this regard.
The Sponsor reserves the right to modify, suspend or terminate either or both
of these reinvestment privileges at any time.
REINVESTMENT PLAN
Distributions of income and/or principal, if any, on Units will be reinvested
automatically in additional Units of the Trust, at no extra charge, pursuant to
the Trust's "Reinvestment Plan." If the Holder does not wish to participate in
the Reinvestment Plan and wishes to receive cash distributions, the Holder must
notify its financial consultant at Salomon Smith Barney Inc. or the Trustee
(depending upon whether the Units are held in street name through Salomon Smith
Barney Inc. or directly in the name of the Holder, respectively), at least ten
business days prior to the Distribution Day to which that election is to apply.
The election may be modified or terminated by similar notice.
Distributions being reinvested will be paid in cash to the Sponsor, who will
use them to purchase Units of the Trust at the Sponsor's Repurchase Price (the
net asset value per Unit without any sales charge) in effect at the close of
business on the Distribution Day. These may be either previously issued Units
repurchased by the Sponsor or newly issued Units created upon the deposit of
additional Securities in the Trust (see Description of the Trust -- Structure
and Offering). Each participant will receive an account statement reflecting
any purchase or sale of Units under the Reinvestment Plan.
The costs of the Reinvestment Plan will be borne by the Sponsor, at no cost
to the Trust. The Sponsor reserves the right to amend, modify or terminate the
Reinvestment Plan at any time without prior notice.
RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY
Trustee
The Trustee or any successor may resign upon notice to the Sponsor. The
Trustee may be removed upon the direction of the Holders of 51% of the Units at
any time, or by the Sponsor without the consent of any of the Holders if the
Trustee becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor. In case of such
resignation or removal the Sponsor is to use its best efforts to appoint a
successor promptly and if upon resignation of the Trustee no successor has
accepted appointment within thirty days after notification, the Trustee may
apply to a court of competent jurisdiction for the appointment of a successor.
The Trustee shall be under no liability for any action taken in good faith in
reliance on prima facie properly executed documents or for the disposition of
monies or Securities, nor shall it be liable or responsible in any way for
depreciation or loss incurred by reason of the sale of any Security. This
provision, however, shall not protect the Trustee in cases of wilful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. In the event of the failure of the Sponsor to act, the
Trustee may act under the Indenture and shall not be liable for any of these
actions taken in good faith. The Trustee shall not be personally liable for any
taxes or other governmental charges imposed upon or in respect of the
Securities or upon the interest thereon. In addition, the Indenture contains
other customary provisions limiting the liability of the Trustee.
Sponsor
The Sponsor may resign at any time if a successor Sponsor is appointed by the
Trustee in accordance with the Indenture. Any new Sponsor must have a minimum
net worth of $2,000,000 and must serve at rates of compensation deemed by the
Trustee to be reasonable and as may not exceed
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<PAGE>
amounts prescribed by the SEC. If the Sponsor fails to perform its duties or
becomes incapable of acting or becomes bankrupt or its affairs are taken over
by public authorities, then the Trustee may (1) appoint a successor Sponsor at
rates of compensation deemed by the Trustee to be reasonable and as may not
exceed amounts prescribed by the SEC, (2) terminate the Indenture and liquidate
the Trust or (3) continue to act as Trustee without terminating the Indenture.
The Sponsor shall be under no liability to the Trust or to the Holders for
taking any action or for refraining from taking any action in good faith or for
errors in judgment and shall not be liable or responsible in any way for
depreciation of any Security or Units or loss incurred in the sale of any
Security or Units. This provision, however, shall not protect the Sponsor in
cases of wilful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties. The Sponsor may transfer all or substantially
all of its assets to a corporation or partnership which carries on its business
and duly assumes all of its obligations under the Indenture and in such event
it shall be relieved of all further liability under the Indenture.
TAXES
The following is a general discussion of certain Federal income tax
consequences of the purchase, ownership and disposition of the Units by U.S.
citizens and residents and corporations organized in the United States. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of the Internal
Revenue Code (the "Code"), and does not address the tax consequences of Units
held by dealers, financial institutions, insurance companies or anyone who
holds Units as part of a hedge or straddle.
In the opinion of Paul, Hastings, Janofsky & Walker LLP, special counsel for
the Sponsor, under existing law:
1. The Trust is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Trust will be treated as
income of the Holders in the manner set forth in paragraph 3 below.
2. Each Holder will be considered the owner of a pro rata portion of each
Security in the Trust under the grantor trust rules of Sections 671-679 of
the Code. A taxable event will generally occur with respect to each Holder
when the Trust disposes of a Security (whether by sale, exchange or
redemption) or upon the sale, exchange or redemption of Units by such
Holder. A Holder should determine its tax cost for each Security
represented by its Units by allocating the total cost for its Units,
including the sales charge, among the Securities in the Trust in which it
holds Units (in proportion to the fair market values of those Securities on
the date the Holder purchases its Units).
3. A Holder will be considered to have received all of the dividends paid
on its pro rata portion of each Security when such dividends are received
by the Trust even if the Holder does not actually receive such
distributions but rather reinvests its dividend distributions pursuant to
the Reinvestment Plan. An individual Holder who itemizes deductions will be
entitled to deduct its pro rata share of fees and expenses paid by the
Trust, but only to the extent that this amount together with the Holder's
other miscellaneous deductions exceeds 2% of its adjusted gross income. The
deduction of fees and expenses is subject to limitations for individuals
with incomes in excess of certain thresholds.
4. Under the income tax laws of the State and City of New York, the Trust
is not an association taxable as a corporation and is not subject to the
New York Franchise Tax on Business Corporations or the New York City
General Corporation Tax. For a Holder who is a New York resident, however,
a pro rata portion of all or part of the income of the Trust will be
treated as income of the Holder under the income tax laws of the State and
City of New York. Similar treatment may apply in other states.
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A Holder's pro rata portion of dividends paid with respect to a Security held
by the Trust is taxable as ordinary income to the extent of the issuing
corporation's current or accumulated earnings and profits as provided in the
Code. A Holder's pro rata portion of dividends paid on such Security that
exceed such current or accumulated earnings and profits will first reduce the
Holder's tax basis in such Security, and to the extent that such dividends
exceed the Holder's tax basis will generally be treated as capital gain.
A corporate Holder will generally be entitled to a 70% dividends-received
deduction with respect to its pro rata portion of dividends received by the
Trust from a domestic corporation or from a qualifying foreign corporation in
the same manner as if such corporate Holder directly owned the Securities
paying such dividends. However, a corporate Holder should be aware the Code
imposes additional limitations on the eligibility of dividends for the 70%
dividends-received deduction. These limitations include a requirement that
stock (and therefore Units) must generally be held at least 46 days during the
90-day period beginning on the date that is 45 days before the date on which
the stock becomes ex-dividend. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Holder owns certain stock (or
Units) the financing of which is directly attributable to indebtedness incurred
by such corporation. The dividends-received deduction is not available to "S"
corporations and certain other corporations, and is not available for purposes
of special taxes such as the accumulated earnings tax and the personal holding
company tax. Congress from time to time considers proposals to reduce this
deduction.
A Holder's gain, if any, upon the sale, exchange or redemption of Units or
the disposition of Securities held by the Trust will generally be considered a
capital gain and will be long-term if the Holder has held its Units (and the
Trust has held the Securities) for more than one year. Capital gains realized
by corporations are generally taxed at the same rates applicable to ordinary
income, although non-corporate Holders who realize long-term capital gains with
respect to Units held for more than one year may be subject to a reduced
maximum tax rate of 20% on such gains, rather than the "regular" maximum tax
rate of 39.6%. Tax rates may increase prior to the time when Holders may
realize gains from the sale, exchange or redemption of the Units or Securities.
A Holder's loss, if any, upon the sale, exchange or redemption of Units or
the disposition of Securities held by the Trust will generally be considered a
capital loss and will be long-term if the Holder has held its Units (and the
Trust has held the Securities) for more than one year. Capital losses are
deductible to the extent of capital gains; in addition, up to $3,000 of capital
losses ($1,500 for married individuals filing separately) recognized by non-
corporate Holders may be deducted against ordinary income.
A pro rata distribution of Securities by the Trustee to a Holder (or to its
agent, including the Distribution Agent) upon redemption of Units generally
should not be a taxable event to the Holder or to other Holders. The redeeming
or exchanging Holder's basis for such Securities will be equal to its basis for
the same Securities (previously represented by its Units) prior to such
redemption or exchange, and its holding period for such Securities will include
the period during which it held its Units. However, a Holder will have a
taxable gain or loss, which generally will be a capital gain or loss except in
the case of a dealer, when the Holder (or its agent, including the Distribution
Agent) sells the Securities so received in redemption, when a redeeming or
exchanging Holder receives cash in lieu of fractional shares, when the Holder
sells its Units or when the Trustee sells the Securities from the Trust.
The Trust may hold Securities or ADRs of foreign corporations. For United
States income tax purposes, a holder of ADRs is treated as though it were
holding directly the shares of the foreign corporation represented by the ADRs.
Dividends paid by foreign issuers generally will be subject to foreign
withholding tax, which may entitle Holders to a foreign tax credit (or
deduction) against their
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U.S. income tax liability, subject to the limitations applicable to the use of
the foreign tax credit. Foreign taxes withheld on payments to the Trust may be
greater than the amounts that would be withheld if the shares were held
directly by a U.S. Holder. The Trust will report as gross income earned by U.S.
Holders their pro rata shares of such dividends, including their pro rata
shares of any corresponding amounts of foreign tax withheld and their pro rata
shares of any income or loss resulting from currency conversion transactions.
Gains and losses attributable to increases or decreases in the value of foreign
currencies in which such securities are denominated, or in which dividends are
paid, will be treated as ordinary income or ordinary loss. Capital gains
attributable to the Units or the underlying Securities may also be subject to
taxes by certain of those jurisdictions.
The foregoing discussion relates only to the tax treatment of U.S. Holders
with regard to Federal and certain aspects of New York State and City income
taxes. Holders that are not U.S. citizens or residents ("Foreign Holders")
should be aware that dividend distributions from the Trust attributable to any
dividends received by the Trust from domestic and certain foreign corporations
will be subject to a U.S. withholding tax of 30%, or a lower treaty rate if
applicable, and under certain circumstances gain from the disposition of
Securities or Units may also be subject to Federal income tax. However, it is
expected that in general any gains realized by Holders who are Foreign Holders
will not be U.S. source income and will not be subject to any U.S. withholding
tax. In addition, Holders may also be subject to taxation in New York or in
other jurisdictions (including a Foreign Holder's country of residence) and
should consult their own tax advisers in this regard.
* * *
After the end of each fiscal year for the Trust, the Trustee will furnish to
each Holder a statement containing information relating to the dividends
received by the Trust, the gross proceeds received by the Trust from the
disposition of any Security (resulting from redemption or the sale by the Trust
of any Security), and the fees and expenses paid by the Trust. The Trustee will
also furnish an information return to each Holder and to the Internal Revenue
Service.
Retirement Plans
Units of the Trust may be well suited for purchase by Individual Retirement
Accounts ("IRAs"), Keogh plans, pension funds and other qualified retirement
plans. Generally, capital gains and income received in each of the foregoing
plans are exempt from Federal taxation as long as the investment in the Units
of the Trust is not financed by borrowings. All distributions from such plans
(other than from certain IRAs known as "Roth IRAs") are generally treated as
ordinary income but may be eligible for tax-deferred rollover treatment and, in
very limited cases, special 10 year averaging. Holders of Units in IRAs, Keogh
plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms, including the Sponsor of this Trust, and other financial
institutions. Fees and charges with respect to such plans may vary.
Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things (a) whether the investment is prudent under
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
taking into account the needs of the plan and all of the facts and
circumstances of the investment in the Trust; (b) whether the investment
satisfies the diversification requirement of Section 404(a)(1)(C) of ERISA; and
(c) whether the assets of the Trust are deemed "plan assets" under ERISA and
the Department of Labor regulations regarding the definition of "plan assets."
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MISCELLANEOUS
Trustee
The name and address of the Trustee are shown on the back cover of this
prospectus. The Trustee is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System. In
connection with the storage and handling of certain Securities deposited in the
Trust, the Trustee may use the services of The Depository Trust Company. These
services may include safekeeping of the Securities, computer book-entry
transfer and institutional delivery services. The Depository Trust Company is a
limited purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System and a clearing agency
registered under the Securities Exchange Act of 1934.
Legal Opinion
The legality of the Units has been passed upon by Paul, Hastings, Janofsky &
Walker LLP, 75 East 55th Street, New York, New York 10022, as special counsel
for the Sponsor.
Auditors
The Statement of Financial Condition and the Portfolio included in this
Prospectus have been audited by KPMG LLP, independent auditors, as indicated in
their report with respect thereto, and is so included herein in reliance upon
the authority of said firm as experts in accounting and auditing.
Sponsor
Salomon Smith Barney Inc. ("Salomon Smith Barney"), was incorporated in
Delaware in 1960 and traces its history through predecessor partnerships to
1873. On September 1, 1998, Salomon Brothers, Inc. merged with and into Smith
Barney Inc. ("Smith Barney") with Smith Barney surviving the merger and
changing its name to Salomon Smith Barney Inc. The merger of Salomon Brothers
Inc. and Smith Barney followed the merger of their parent companies in November
1997. Salomon Smith Barney, an investment banking and securities broker-dealer
firm, is a member of the New York Stock Exchange, Inc. and other major
securities and commodities exchanges, the National Association of Securities
Dealers, Inc. and the Securities Industry Association. Salomon Smith Barney is
an indirect wholly-owned subsidiary of Citigroup Inc. The Sponsor or an
affiliate is investment adviser, principal underwriter or distributor of more
than 60 open-end investment companies and investment manager of 12 closed-end
investment companies. Salomon Smith Barney also sponsors all Series of
Corporate Securities Trust, Government Securities Trust, Harris, Upham Tax-
Exempt Fund and Tax Exempt Securities Trust, and acts as co-sponsor of most
Series of Defined Asset Funds.
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<PAGE>
The Equity Focus Trusts
Uncommon Values
International Series, 2000
A Unit Investment Trust
PROSPECTUS
This Prospectus does not contain all of the information with respect to the
Trust set forth in its registration statements filed with the Securities and
Exchange Commission, Washington, D.C. under the Securities Act of 1933 (file
no. 333-48324) and the Investment Company Act of 1940 (file no. 811-3491), and
to which reference is hereby made. Information may be reviewed and copied at
the Commission's Public Reference Room, and information on the Public Reference
Room may be obtained by calling the SEC at 1-202-942-8090. Copies may be
obtained from the SEC by:
. electronic request (after paying a duplicating fee) at the following E-
mail address: [email protected]
. visiting the SEC internet address: http://www.sec.gov.
. writing: Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-6009
--------------------------------------------------------------------------------
Index Sponsor:
<TABLE> Salomon Smith Barney
<S> <C> Inc. 7 World Trade
Investment Summary 2 Center 40th Floor New
Summary of Essential Information 6 York, New York 10048
Independent Auditors' Report 8 (212) 816-6000
Statement of Financial Condition 9
Portfolio 10 Trustee:
Description of the Trust 11 The Bank of New York
Risk Factors 14 101 Barclay Street
Public Sale of Units 20 New York, New York 10286
Market for Units 22 (800) 221-7771
Redemption 23
Expenses and Charges 25
Administration of the Trust 26
Exchange and Rollover Privileges 31
Reinvestment Plan 32
Resignation, Removal and Limitations
on Liability 32
Taxes 33
Miscellaneous 36
</TABLE>
--------------------------------------------------------------------------------
Salomon Smith Barney
--------------------
A member of Citigroup[LOGO]
--------------------------------------------------------------------------------
No person is authorized to give any information or to make any representations
with respect to this Trust, not contained in this Prospectus and you should not
rely on any other information. The Trust is registered as a unit investment
trust under the Investment Company Act of 1940. Such registration does not
imply that the Trust or any of its Units have been guaranteed, sponsored,
recommended or approved by the United States or any other state or any agency
or office thereof.
--------------------------------------------------------------------------------
Salomon Smith Barney is the service mark used by Salomon Smith Barney Inc.
UT6699
<PAGE>
PART II
Additional Information Not Included in the Prospectus
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE>
<CAPTION>
SEC File or
Identification Number
---------------------
<C> <S> <C>
I. Bonding Arrangements and Date of Organization
of the Depositor filed pursuant to Items A and
B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933:
Salomon Smith Barney Inc. 2-67446
II. Information as to Officers and Directors of the
Depositor filed pursuant to Schedules A and D
of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Salomon Smith Barney Inc. 8-12324
III. Charter documents of the Depositor filed as
Exhibits to the Registration Statement on Form
S-6 under the Securities Act of 1933 (Charter,
By-Laws):
Salomon Smith Barney Inc. 33-65332, 33-36037
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
Salomon Smith Barney Inc. 13-1912900
The Bank of New York 13-5160382
</TABLE>
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of The Uncommon
Values Unit Trust, 1985 Series, 1933 Act File No. 2-97046).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The undertaking to file reports.
The signatures.
Written Consents as of the following persons:
KPMG LLP (included in Exhibit 5.1)
Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 3.1)
The following exhibits:
To be filed with Amendment to Registration Statement.
<TABLE>
<C> <C> <S>
1.1.1 -- Form of Reference Trust Indenture (incorporated by reference to
Exhibit 1.1.1 to Amendment No. 1 to the Registration Statement of
Equity Focus Trusts--Sector Series, Emerging Sector Portfolios:
Wireless Technologies 2000, 1933 Act File No. 333-43094).
2.1 -- Form of Standard Terms and Conditions of Trust (incorporated by
reference to Exhibit 2.1 to the Registration Statement of Equity
Focus Trusts, Global Research Selections, Series 2000-A, 1933 Act
File No. 333-31514).
*3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the headings "Taxes" and "Miscellaneous--Legal Opinion" in the
Prospectus.
*5.1 -- Consent of KPMG LLP to the use of their name under the heading
"Miscellaneous--Auditors" in the Prospectus.
</TABLE>
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* Filed herewith.
II-2
<PAGE>
SIGNATURES
The registrant hereby identifies Equity Focus Trusts, Global Research
Selections (Reg. No. 333-85687) and The Uncommon Values Unit Trust, 1985 Series
(Reg. No. 2-97406) for the purposes of the representations required by Rule 487
and represents the following:
(1) That the portfolio securities deposited in the series as to which
this registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential information
for, the series with respect to which this registration statement is being
filed, this registration statement does not contain disclosures that differ
in any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
(3) That is has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the requirements of the Securities Act of
1933, the Registrant has duly caused this Registration Statement or Amendment
to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of New York and State of New York on the
14th day of November, 2000.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
II-3
<PAGE>
SALOMON SMITH BARNEY UNIT TRUSTS
(Registrant)
SALOMON SMITH BARNEY INC.
(Depositor)
By the following persons*, who constitute a majority of the Board of
Directors of Salomon Smith Barney Inc.:
Deryck C. Maughan
Michael A. Carpenter
/s/ Kevin Kopczynski
By___________________________________
Kevin Kopczynski
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons
listed above)
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* Pursuant to Powers of Attorney filed as exhibits to Registration Statement
Nos. 333-62533 and 333-66875.
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