File No. 33-46433
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE 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:
PAINEWEBBER EQUITY TRUST, GROWTH STOCK SERIES 11
B. Name of Depositor:
PAINEWEBBER INCORPORATED
C. Complete address of Depositor's principal executive office:
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019
D. Name and complete address of agents for service:
PAINEWEBBER INCORPORATED
Attention: Mr. Robert E. Holley
1200 Harbor Blvd.
Weehawken, New Jersey 07087
(x) Check if it is proposed that this filing should become effective
(immediately upon filing or on July 13, 1994) pursuant to paragraph
(b) of Rule 485.
E. Title and amount of securities being registered:
159,050 Units
F. Proposed maximum offering price to the public of the securities being
registered:
$1,683,019.39**
THE REGISTRANT HERBY TERMINATES ITS ELECTION MADE PERSUANT TO RULE 24F-2
* Estimated solely for the purpose of calculating the registration fee, at
$10.58 per unit.
G. Amount of filing fee, computed at one-twenty-ninth of 1 percent of the
proposed maximum aggregate offering price to the public:
$100.00*
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
* The method of calculation is made pursuant to Rule 24e-2 under the
Investment Company Act of 1940.The total amount of units redeemed or
repurchased during the previous fiscal year ending 1993 is 131,890.
There
have been no previous filings of post-effective amendments during the
current fiscal year 131,890 redeemed or repurchased units are being
used
to reduce the filing fee for this amendment.
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PAINEWEBBER EQUITY TRUST, GROWTH STOCK
SERIES 11
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C under the Securities Act of
1933
(Form N-8B-2 Items required by Instruction 1 as to Prospectus on
Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a)Name of Trust ) Front Cover
(b)Title of securities issued )
2. Name and address of ) Back Cover
Depositor
3. Name and address of ) Back Cover
Trustee
4. Name and address of ) Back Cover
Principal
Underwriter )
5. Organization of Trust ) The Trust
6. Execution and ) The Trust
termination of
Trust Agreement ) Termination of the Trust
7. Changes of name ) *
8. Fiscal Year ) *
9. Litigation ) *
II. General Description of the Trust and Securities of the Trust
10. General Information ) The Trust;
regarding
Trust's Securities and ) Rights of Unit
Rights
of Holders ) holders
(a) Type of Securities ) The Trust
(Registered or Bearer) )
(b) Type of Securities ) The Trust
(Registered or Bearer) )
* Not applicable, answer
negative or not required.
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(c) Rights of Holders as to ) Rights of Unit
Withdrawal or ) holders
Redemption
) Redemption;
) Public Offering of Units-
) Secondary Market for Units
(d) Rights of Holders as to ) Secondary Market for
conversion, transfer, etc. ) Units Exchange Option
(e) Rights of Trust issues )
periodic payment plan ) *
certificates )
(f) Voting rights as to ) Rights of Unit
Securi-
ties, under the Indenture ) holders
(g) Notice to Holders as to )
change in )
(1)Assets of Trust ) Amendment of the
Indenture
(2)Terms and Conditions ) Administration of the
Trust-Portfolio Supervision
of Trust's Securities ) Investments
(3)Provisions of Trust ) Amendment of the
Indenture
(4)Identity of Depositor and ) Administration of the Trust
Trustee
(h) Consent of Security )
Holders
required to change )
(1)Composition of assets ) Amendment of the
Indenture
of Trust )
(2)Terms and conditions ) Amendment of the
Indenture
of Trust's Securities )
(3)Provisions of Indenture ) Amendment of the
Indenture
(4)Identity of Depositor ) Administration of the Trust
and Trustee )
11. Type of Securities ) The Trust
Comprising Units
12. Type of securities ) *
comprising
periodic payment )
certificates
13. (a)Load, fees, expenses, etc. ) Public Offering of
) Units; Expenses of the
) Trust
* Not applicable, answer
negative or not required.
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(b)Certain information ) *
regarding periodic payment ) *
certificates )
(c)Certain percentages ) *
(d)Certain other fees, etc. ) Expenses of the Trust
payable by holders ) Rights of Unitholders
(e)Certain profits receivable ) Public Offering of
by depositor, principal ) Units
underwriters, trustee or ) Public Offering of Units
affiliated persons ) Market for Units
(f)Ratio of annual charges to ) *
income )
14. Issuance of Trust's ) The Trust
securities
) Public Offering of Units
15. Receipt and handling of ) *
payments from )
purchasers
16. Acquisition and ) The Trust; Administration
disposition of
underlying securities ) of the Trust; Termination
) of Trust
17. Withdrawal or ) Redemption
redemption
) Public offering of Units
) -Secondary Market for
) -Exchange Option
) -Conversion Option
18. (a)Receipt and disposition of ) Distributions of
income ) Unitholders
(b)Reinvestment of ) *
distributions
(c)Reserves or special fund ) Distributions to
) Unitholders; Expenses of
Trust
(d)Schedule of distribution ) *
19. Records, accounts and ) Distributions
report
) Administration
) of the Trust
20. Certain miscellaneous ) Administration of the Trust
pro-
visions of Trust )
agreement
21. Loans to security ) *
holders
22. Limitations on liability ) Sponsor, Trustee
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material ) *
provisions of
trust agreement )
* Not applicable, answer
negative or not required.
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III. Organization
Personnel and Affiliated
Persons of Depositor
25. Organization of ) Sponsor
Depositor
26. Fees received by ) Public Offering of
Depositor
) Units Expenses of the Trust
27. Business of Depositor ) Sponsor
28. Certain information as to ) Sponsor
officials and affiliated )
persons of Depositor )
29. Voting securities of ) *
Depositor
30. Persons controlling ) Sponsor
Depositor
31. Payments by Depositor ) *
for
certain other services )
rendered to Trust )
32. Payments by Depositor ) *
for
certain other services )
rendered to Trust )
33. Remuneration of ) *
employees of
Depositor for certain )
services
rendered to Trust )
34. Remuneration of other ) *
persons
for certain services )
rendered
to Trust )
IV. Distribution and Redemption of Securities
35. Distribution of Trust's ) Public Offering of Units
securities by states )
36. Suspension of sales of ) *
Trust's
securities )
37. Revocation of authority ) *
to
distribute )
38. (a)Method of distribution ) Public Offering of Units
(b)Underwriting agreements )
(c)Selling agreements ) Sponsor
* Not applicable, answer
negative or not required.
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39. (a)Organization of principal ) Sponsor
underwriter )
(b)N.A.S.D. membership of ) Sponsor
principal underwriter )
40. Certain fees received by ) Public Offering Price of
principal underwriter ) Units
41. (a)Business of principal ) Sponsor
underwriter )
(b)Branch officers of ) *
principal underwriter )
(c)Salesman of principal ) *
underwriter )
42. Ownership of Trust's ) *
securities
by certain persons )
43. Certain brokerage ) *
commissions
received by principal )
underwriter )
44. (a)Method of valuation ) Public Offering Price of
) Units
(b)Schedule as to offering ) *
price )
(c)Variation in Offering ) Public Offering Price of
price to certain persons ) Units
45. Suspension of ) *
redemption rights
46. (a)Redemption valuation ) Public Offering of Units
) -Secondary Market for Units
) -Valuation
(b)Schedule as to redemption )
price )
V. Information concerning the Trustee or Custodian
47. Maintenance of position ) Public Offering of Units
in
underlying securities ) Redemption
) Trustee
) Evaluation of the Trust
48. Organization and )
regulation of
Trustee ) Trustee
49. Fees and expenses of ) Expenses of the Trust
Trustee
50. Trustee's lien ) Expenses of the Trust
* Not applicable, answer
negative or not required.
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VI. Information
concerning Insurance of
Holders of Securities
51. (a)Name and address of ) *
Insurance Company )
(b)Type of policies ) *
(c)Type of risks insured and ) *
excluded )
(d)Coverage of policies ) *
(e)Beneficiaries of policies ) *
(f)Terms and manner of ) *
cancellation )
(g)Method of determining ) *
premiums )
(h)Amount of aggregate ) *
premiums paid )
(i)Who receives any part of ) *
premiums )
(j)Other material provisions ) *
of the Trust relating to )
insurance )
VII. Policy of Registrant
52. (a)Method of selecting and ) The Trust;
eliminating securities ) Administration of the Trust
from the Trust )
(b)Elimination of securities ) *
from the Trust )
(c)Policy of Trust regarding ) Portfolio Supervision
) Administration of Trust
substitution and
elimination of securities )
(d)Description of any funda- ) Administration of
mental policy of the Trust ) Trust
) Portfolio Supervision
53. (a)Taxable status of the ) Tax status of the Trust
Trust )
(b)Qualification of the Trust ) Tax status of the Trust
as a mutual investment )
company )
* Not applicable, answer
negative or not required.
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VIII. Financial and
Statistical Information
54. Information regarding ) *
the
Trust's past ten fiscal )
years
55. Certain information ) *
regarding
periodic payment plan )
certificates )
56. Certain information ) *
regarding
periodic payment plan )
certificates )
57. Certain information ) *
regarding
periodic payment plan )
certificates )
58. Certain information ) *
regarding
periodic payment plan )
certi-
ficates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to ) Condition
Form S-6)
* Not applicable, answer
negative or not required.
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PaineWebber Equity Trust
Growth Stock Series Eleven
(Aggressive Growth)
639,400 Units
The investment objective of this Trust is to provide for capital
appreciation through an investment in equity stocks having, in
Sponsor's opinion on the Date of Deposit, an above average
potential for capital appreciation. The value of the Units will fluctuate
with the value of the portfolio of underlying securities.
The minimum purchase is 100 Units, except that the minimum
purchase in connection with an Individual Retirement Account (IRA)
or other tax-deferred retirement plan is 25 Units. Only whole Units
may be purchased.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DIS-
APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE COM-
MISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OF-
FENSE.
THE INITIAL PUBLIC OFFERING OF UNITS IN THE TRUST HAS
BEEN COMPLETED. THE UNITS OFFERED HEREBY ARE ISSUED
AND OUTSTANDING UNITS WHICH HAVE BEEN ACQUIRED BY THE
SPONSOR EITHER BY PURCHASE FROM THE TRUSTEE OF UNITS
TENDERED FOR REDEMPTION OR IN THE SECONDARY MARKET.
SPONSOR:
PaineWebber
Incorporated
Read and retain this prospectus for future reference.
<PAGE>
Essential Information Regarding The Trust
The Trust. The objective of the PaineWebber Equity Trust,
Growth Stock Series 11 (the "Trust") is to provide for above-
average capital appreciation through an investment principally in
equity stocks (approximately 98% of the Trust Portfolio) which
have, in the Sponsor's opinion on the Date of Deposit, aggressive
growth characteristics (the "Stocks"). The balance of the Trust,
approximately 2%, will be invested in United States Treasury Ob-
ligations.
The Trust will seek to achieve its objective of above-average
capital appreciation through an investment in a diversified portfolio
of Stocks representing companies engaged in a variety of industries,
which PaineWebber estimates may experience greater growth than
that of the market as a whole.
The Stocks have been selected by PaineWebber as those which
PaineWebber believes have the potential to outperform their estimate
for the earnings growth of the Standard & Poor's 500 Index List of
stocks during the five (5) year term of the Trust. The analysts at
PaineWebber have selected from the universe of the smaller
capitalization issues (small cap) and middle capitalization issues
(mid cap) those companies who, by virtue of a niche in the
marketplace, unique products, or competitive advantage, have unit
growth and/or pricing power or which PaineWebber believes can
otherwise be expected to generate superior growth. In addition, all
such companies chosen must have strong management which is
expected to be able to adequately respond to the challenges and
stresses of rapid growth. In order to choose such stocks, the
analysts perform on-site reviews of the candidate companies, inter-
view management and may examine, among other things, balance
sheets and other pertinent financial information, competitors, suppli-
ers, customers and markets. The Trusts portfolio has been diversi-
fied in terms of industry concentration in an attempt to limit the
impact of greater price and earnings volatility and lesser market
liquidity experienced by many aggressive growth stocks in the small
cap and mid cap range. In addition, a small number of large cap
issues were selected to add to the diversity. The stocks of 31
companies representing 12 industries were initially deposited into
the Trust. Of these, 20 are classified as small cap issues, 9 are
classified as mid cap issues and 2 are classified as large cap
issues. In addition to sharing the investment risks common to all
equity issues, as disclosed below (see the Trust), small cap and
mid cap issuers tend to experience greater earnings volatility than
do the shares of larger cap companies. This earnings volatility tends
to have a disproportionate impact on the market price of small cap
and mid cap issues, thereby increasing market price fluctuations
and volatility. In addition, many small cap and mid cap issues are
sold only over-the-counter or on regional stock exchanges, which
tends to limit their trading liquidity.
There is no assurance, of course, that the above-mentioned
estimates will prove to be correct. There is also no assurance that
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the Trust portfolio will remain constant over the life of the Trust,
because small cap and mid cap companies are more likely than
larger cap companies to experience significant and serious events
which might lead to their elimination from the Trust Portfolio (see
Administration of the Trust-Portfolio Supervision), thereby diluting
the diversity of the Trusts investments.
The Stocks may appreciate or depreciate in value (or pay
dividends) depending on the full range of economic and market
influences affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Stocks
in particular. Certain of the Stocks in the Trust are American
Depositary Receipts which are subject to additional risks. American
Depositary Receipts ("ADRs") evidence American Depositary Shares
which, in turn, represent common stock of foreign issuers deposited
with a custodian in a depositary. Currency fluctuations will affect the
U.S. dollar equivalent of the local currency price of the underlying
domestic share and as a result, are likely to affect the value of
ADRs and the value of any dividends actually received by the Trust.
In addition, the rights of holders of ADRs may be different than
those of holders of the underlying shares, and the market for ADRs
may be less liquid than that for the underlying shares. Therefore,
investment in this Trust should be made with an understanding that
the value of the ADRs may fluctuate with fluctations in the values of
the particular foreign currency relative to the U.S. dollar. There is no
assurance that the Trust's objective will be achieved. Until distrib-
uted, dividends and principal received upon the sale of Stocks may
be reinvested, until the next applicable distribution date, in interest-
bearing United States Treasury Obligations (the "Treasury Ob-
ligations"). The obligor with respect to the Treasury Obligations is
the United States government. United States Government-backed
obligations are considered the safest investment. (See "Administra-
tion of the Trust--Reinvestment".) (The Treasury Obligations, and
the Stocks may be collectively referred to as "Securities" herein.)
The value of the Securities and, therefore, the value of Units may be
expected to fluctuate.
Because some of the Stocks are expected to pay little or no
dividends during the life of the Trust, the portfolio of the Trust
contains a small amount of Treasury obligations, approximately 1%
of the aggregate market value of the Trust, which will be used to
pay some of the expenses of the Trust.
After the initial deposit on the Date of Deposit the Sponsor
may, from time to time, cause the deposit of additional Securities in
the Trust where additional Units are to be offered to the public,
maintaining the original percentage relationships between the num-
ber of shares of Stock deposited on the Date of Deposit, subject to
certain adjustments. (See "The Trust".)
Unless advised to the contrary by the Sponsor, the Trustee will
begin to sell the Securities held in the Trust twenty days prior to
the Mandatory Termination Date. Moneys held upon such sale or
maturity of Securities, to the extent not reinvested, will be held in
non-interest bearing accounts created by the Indenture until distrib-
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uted and will be of benefit to the Trustee. During the life of the
Trust, Securities will not be sold to take advantage of market
fluctuations. The Trust will terminate approximately five years after
the Date of Deposit regardless of market conditions at the time.
(See "Termination of the Trust" and "Federal Income Taxes".)
Public Offering Price. The Public Offering Price per Unit is
computed by dividing the Trust Fund Evaluation by the number of
Units outstanding and then adding a sales charge of 4.00% of the
Public Offering Price (4.17% of the net amount invested). The sales
charge is reduced on a graduated scale for volume purchasers and
is reduced for certain other purchasers. (See Public Offering of
Units-Public Offering Price.)
Distributions.The Trustee will make distributions on the Dis-
tribution Dates. (See "Distributions" and "Administration of the
Trust--Reinvestment".) Upon termination of the Trust, the Trustee
will distribute to each Unitholder of record on such date his pro rata
share of the Trusts assets, less expenses. The sale of Securities in
the Trust in the period prior to termination and upon termination
may result in a lower amount than might otherwise be realized if
such sale were not required at such time due to impending or
actual termination of the Trust. For this reason, among others, the
amount realized by a Unitholder upon termination may be less than
the amount paid by such Unitholder.
Market for Units.The Sponsor, though not obligated to do so,
presently intends to maintain a secondary market for Units. The
public offering price in the secondary market will be based upon the
value of the Securities next determined after receipt of a purchase
order plus the applicable sales charge. (See Public Offering of
Units--Public Offering Price and Valuation.) If a secondary market is
not maintained, a Unitholder may dispose of his Units only through
redemption. With respect to redemption requests in excess of
$100,000, the Sponsor may determine in its sole discretion to direct
the Trustee to redeem units in kind by distributing Securities to the
redeeming Unitholder. (See Redemption.)
THE TRUST
The Trust is one of a series of similar but separate unit
investment trusts created under New York law by the Sponsor
pursuant to a Trust Indenture and Agreement* (the "Indenture")
dated as of the Date of Deposit, between PaineWebber Incorporated,
as Sponsor and Investors Bank & Trust Company and The First
National Bank of Chicago, N.A., as Co-Trustees (the "Trustee"). The
objective of the Trust is capital appreciation through an investment
in equity stocks having, in Sponsor's opinion on the Date of
Deposit, potential for capital appreciation.
On the Date of Deposit, the Sponsor deposited with the Trustee
confirmations of contracts for the purchase of Stocks together with
an irrevocable letter or letters of credit of a commercial bank or
banks in an amount at least equal to the purchase price. The value
of the Stocks was determined on the basis described under "Valu-
ation". In exchange for the deposit of the contracts to purchase
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Stocks, the Trustee delivered to the Sponsor a receipt for Units
representing the entire ownership of the Trust.
*Reference is hereby made to said Trust Indenture and Agree-
ment and any statements contained herein are qualified in their
entirety by the provisions of said Trust Indenture and Agreement.
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With the deposit on the Date of Deposit, the Sponsor estab-
lished a proportionate relationship between the Securities in the
Trust (determined by reference to the number of shares of Stock).
The Sponsor may, from time to time, cause the deposit of addi-
tional Securities in the Trust when additional Units are to be offered
to the public, maintaining, as closely as possible, the original
percentage relationship between the Securities deposited on the
Date of Deposit and replicating any cash or cash equivalents held
by the Trust (net of expenses). The original proportionate relation-
ship is subject to adjustment to reflect the occurrence of a stock
split or a similar event which affects the capital structure of the
issuer of a Stock but which does not affect the Trust's percentage
ownership of the common stock equity of such issuer at the time of
such event, to reflect a sale or maturity of Security, to reflect the
acquisition of Treasury Obligations or to reflect a merger or reorga-
nization. Stock dividends, if any, received by the Trust will be sold
by the Trustee and the proceeds therefrom shall be distributed on
the next semi-annual Distribution Date.
An investment in Units of the Trust should be made with an
understanding of the risks inherent in an investment in common
stocks in general. The general risks are associated with the rights to
receive payments from the issuer which are generally inferior to
creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Holders of common stocks have a right to
receive dividends only when and if, and in the amounts, declared by
the issuer's board of directors and to participate in amounts
available for distribution by the issuer only after all other claims
against the issuer have been paid or provided for. By contrast,
holders of preferred 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, but do not participate in other
amounts available for distribution by the issuing corporation. Divi-
dends on cumulative preferred stock must be paid before any
dividends are paid on common 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 stocks.
Common stocks do not represent an obligation of the issuer.
Therefore they do not offer any assurance of income or provide the
degree of protection of debt securities. The issuance of debt
securities or even preferred stock by an issuer will create prior
claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or
pay dividends on its common stock or the rights of holders of
common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Unlike debt securities which typically have a stated
principal amount payable at maturity, common stocks do not have a
fixed principal amount or a maturity. Additionally, the value of the
Stock in the Trust may be expected to fluctuate over the life of the
Trust.
On the Date of Deposit, each Unit represented the fractional
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undivided interest in the Securities and net income of the Trust set
forth under "Essential Information Regarding the Trust". However, if
additional Units are issued by the Trust (through the deposit of
additional Securities for purposes of the sale of additional Units),
the aggregate value of Securities in the Trust will be increased and
the fractional undivided interest represented by each Unit in the
balance will be decreased. If any Units are redeemed, the aggregate
value of Securities in the Trust will be reduced, and the fractional
undivided interest represented by each remaining Unit in the bal-
ance will be increased. Units will remain outstanding until redeemed
upon tender to the Trustee by any Unitholder (which may include
the Sponsor) or until the termination of the Trust. (See "Termination
of the Trust".)
Because the Trust is organized as a unit investment trust,
rather than as a management investment company, the Trustee and
the Sponsor do not have authority to manage the Trust's assets
fully in an attempt to take advantage of various market conditions to
improve the Trust's net asset value, but may dispose of Securities
only under limited circumstances. (See "Administration of the Trust-
-Portfolio Supervision".)
FEDERAL INCOME TAXES
The Trust qualified for and elected tax treatment as a "regu-
lated investment company" under the Internal Revenue Code of
1986, as amended, (the "Code"). By qualifying for and electing
such treatment, the Trust will not be subject to Federal income tax
on taxable income or net capital gains distributed to Unitholders
provided it distributes 90% or more of its taxable income (exclusive
of net capital gains). In addition, a 4% excise tax is imposed on
regulated investment companies that fail to distribute all but a de
minimis amount of their income and gain. The Trust intends to
distribute all of its income, including capital gains, annually.
In any taxable year, the distributions of any ordinary income
(such as dividends) and any net short-term capital gain will be
taxable as ordinary income to Unitholders. A distribution paid
shortly after a purchase of shares may be taxable even though, in
effect, it may represent a return of capital to Unitholders. A dividend
paid by the Trust in January will be considered for federal income
tax purposes to have been paid by the Trust and received by the
Unitholders on the preceding December 31, if the dividend was
declared in the preceding October, November or December to
Unitholders of record in any one of those months. Distributions
which are taxable as ordinary income to Unitholders will not
constitute dividends for purposes of the dividends-received deduc-
tion for corporations except, and only to the extent of, a specific
designation by the Trust.
The gross income of the Trust typically will include dividends
and gains on sales or other dispositions of portfolio securities. In
order to maintain its qualification as a "regulated investment com-
pany", the Trust must in the course of a taxable year derive at least
90% of its gross income from dividends, interest and gains on
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sales or other dispositions of Securities (referred to as "eligible
sources"), and must derive less than 30% of its gross income from
the sale or other disposition of Stock, Securities and certain other
assets held for less than three months. If, during a taxable year, it
appears that less than 90% of the Trust income will be derived from
eligible sources, the Sponsor may direct the Trustee to sell Securi-
ties which, upon the realization of sufficient aggregate gain, will
enable the Trust to maintain its qualification as a regulated invest-
ment company.
Distributions by the Trust that are designated by it as long-term
capital gain distributions will be taxable to Unitholders as long-term
capital gains, regardless of the length of time the Units have been
held by a Unitholder. Distributions of proceeds derived from the
sale or redemption of Securities in the Trust portfolio (exclusive of
net capital gain) will not be taxable to Unitholders to the extent that
they represent a return of capital; such distributions will, however,
reduce a Unitholder's basis in his Units, and to the extent they
exceed the basis of his Units will be taxed as capital gain. Any loss
realized by a Unitholder on the sale or exchange of Units that are
held by the Unitholder for not more than six months will be treated
as a long-term capital loss if a long term capital gain distribution
had been paid to such Unitholder with respect to such Units.
Withholding For Citizen or Resident Investors. In the case of
any noncorporate Unitholder that is a citizen or resident of the
United States a 31 percent "backup" withholding tax will apply to
certain distributions of the Trust unless the Unitholder properly
completes and files under penalties of perjury, IRS Form W-9 (or its
equivalent).
The foregoing discussion is a general summary and relates
only to certain aspects of the federal income tax consequences of
an investment in the Trust. Unitholders may also be subject to state
and local taxation. Each Unitholder should consult its own tax
advisor regarding the Federal, state and local income tax con-
sequences to it of ownership of Units.
Investment in the Trust may be suited for purchase by funds
and accounts of individual investors that are exempt from federal
income taxes such as Individual Retirement Accounts, tax-qualified
retirement plans including Keogh Plans, and other tax-deferred
retirement plans. Unitholders desiring to purchase Units for tax-
deferred plans and IRA's should consult their PaineWebber Invest-
ment Executive for details on establishing such accounts. Units may
also be purchased by persons who already have self-directed
accounts established under tax-deferred retirement plans.
PUBLIC OFFERING OF UNITS
Public Offering Price. The public offering price per Unit is
based on the aggregate market value of the Stocks and any
Treasury Obligations (determined on the bid side of the market),
next determined after the receipt of a purchase order, divided by the
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number of Units outstanding plus the sales charge set forth below.
The public offering price is computed by dividing the Trust Fund
Evaluation, next determined after receipt of a purchase order by the
number of Units outstanding plus the sales charge. (See "Valu-
ation".)
Sales charges during the initial public offering period and for
secondary market sales are set forth below. A discount in the sales
charge is available to volume purchasers of Units due to economies
of scale in sales effort and sales related expenses relating to
volume purchases. The sales charge applicable to volume pur-
chasers of Units is reduced on a graduated scale for sales to any
person of at least $50,000 or 5,000 Units, applied on whichever
basis is more favorable to the purchaser.
Initial Public Offering Period and Secondary Market Through June
1, 1994
Percent of
Public Percent of
Offering Net Amount
Number of Units* Price Invested
Less than 4,999 4.00% 4.17
5,000 but less than 9,999 3.75 3.90
10,000 but less than 24,999 3.50 3.63
25,000 but less than 49,999 3.00 3.09
50,000 or more 2.50 2.56
Secondary Market
From June 2, 1994 Through June 1, Secondary Market On and After June 2,
1995 1995
Percent of Percent of
Public Percent of Public Percent of
Offering Net Amount Offering Net Amount
Price Invested Price Invested
3.00% 3.09% 2.00% 2.04%
* The reduced sales charge is also applied on a dollar price
basis using breakpoints equivalent to $50,000 for 5,000 Units;
$100,000 for 10,000 Units; $250,000 for 25,000 Units and
$500,000 for 50,000 Units.
The volume discount sales charge shown above will apply to all
purchases of Units on any one day by the same person in the
amounts stated herein, and for this purpose purchases of Units of
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this Trust will be aggregated with concurrent purchases of any other
trust which may be offered by the Sponsor. Units held in the name
of the purchaser's spouse or in the name of a purchaser's child
under the age of 21 are deemed for the purposes hereof to be
registered in the name of the purchaser. The reduced sales charges
are also applicable to a trustee or other fiduciary purchasing Units
for a single trust estate or single fiduciary account.
Employee Discount. Due to the realization of economies of
scale in sales effort and sales related expenses with respect to the
purchase of Units by employees of the Sponsor and its affiliates,
the Sponsor intends to permit employees of the Sponsor and its
affiliates and certain of their relatives to purchase units of the Trust
at a reduced sales charge of $5.00 per 100 Units.
Exchange Option. Unitholders may elect to exchange any or all
of their Units of this series for units of one or more of any series of
PaineWebber Municipal Bond Fund (the "PaineWebber Series"); The
Municipal Bond Trust (the "National Series"); The Municipal Bond
Trust, Multi-State Program (the "Multi-State Series"); The Municipal
Bond Trust, California Series (the "California Series"); The Cor-
porate Bond Trust (the "Corporate Series"); PaineWebber Path-
finder's Trust (the "Pathfinder's Trust"); the PaineWebber Federal
Government Trust (the "Government Series"); The Municipal Bond
Trust, Insured Series (the "Insured Series"); or the PaineWebber
Equity Trust (the "Equity Series") (collectively referred to as the
"Exchange Trusts"), at a Public Offering Price for the Units of the
Exchange Trusts to be acquired based on a reduced sales charge of
$15 per Unit, per 100 Units in the case of a trust whose Units cost
approximately $10 or per 1,000 units in the case of a trust whose
Units cost approximately one dollar. Unitholders of this Trust are
not eligible for the Exchange Option into an Equity Trust, Growth
Stock Series designated as a rollover series for the 30 day period
prior to termination of the Trust. The purpose of such reduced sales
charge is to permit the Sponsor to pass on to the Unitholder who
wishes to exchange Units the cost savings resulting from such
exchange of Units. The cost savings result from reductions in time
and expense related to advice, financial planning and operational
expenses required for the Exchange Option. Each Exchange Trust
has different investment objectives, therefore a Unitholder should
read the prospectus for the applicable exchange trust carefully prior
to exercising this option. Exchange Trusts having as their objective
the receipt of tax-exempt interest income would not be suitable for
tax-deferred investment plans such as Individual Retirement Ac-
counts. A Unitholder who purchased Units of a series and paid a
per Unit, per 100 Unit or per 1,000 Unit sales charge that was less
than the per Unit, per 100 Unit or per 1,000 Unit sales charge of
the series of the Exchange Trusts for which such Unitholder desires
to exchange into, will be allowed to exercise the Exchange Option at
the Unit Offering Price plus the reduced sales charge, provided the
Unitholder has held the Units for at least five months. Any such
Unitholder who has not held the Units to be exchanged for the
five-month period will be required to exchange them at the Unit
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Offering Price plus a sales charge based on the greater of the
reduced sales charge, or an amount which, together with the initial
sales charge paid in connection with the acquisition of the Units
being exchanged, equals the sales charge of the series of the
Exchange Trust for which such Unitholder desires to exchange into,
determined as of the date of the exchange.
The Sponsor will permit exchanges at the reduced sales charge
provided there is either a primary market for Units or a secondary
market maintained by the Sponsor in both the Units of this series
and units of the applicable Exchange Trust and there are units of
the applicable Exchange Trust available for sale. While the Sponsor
has indicated that it intends to maintain a market for the Units of
the respective Trusts, there is no obligation on its part to maintain
such a market. Therefore, there is no assurance that a market for
Units will in fact exist on any given date at which a Unitholder
wishes to sell his Units of this series and thus there is no
assurance that the Exchange Option will be available to a Unithol-
der. Exchanges will be effected in whole Units only. Any excess
proceeds from Unitholders' Units being surrendered will be re-
turned. Unitholders will be permitted to advance new money in
order to complete an exchange to round up to the next highest
number of Units. An exchange of Units pursuant to the Exchange
Option will normally constitute a "taxable event" under the Code,
i.e., a Unitholder will recognize a tax gain or loss at the time of
exchange. However, under the position taken by the Internal Rev-
enue Service in Revenue Ruling 81-204 (relating to the exchange of
pools of residential mortgage loans by several savings and loan
associations), an exchange of units for units of any other similar
series of an Exchange Trust, may not constitute a taxable event if
the units exchanged do not differ materially either in kind or in
extent from each other or if the exchange has no significant
economic or business purpose or utility apart from the anticipated
tax consequences. Unitholders are urged to consult their own tax
advisors as to the tax consequences to them of exchanging Units in
particular cases.
The Sponsor reserves the right to modify, suspend or terminate
this Exchange Option at any time without further notice to Unithol-
ders. In the event the Exchange Option is not available to a
Unitholder at the time he wishes to exercise it, the Unitholder will
be immediately notified and no action will be taken with respect to
his Units without further instruction from the Unitholder.
To exercise the Exchange Option, a Unitholder should notify the
Sponsor of his desire to exercise the Exchange Option and to use
the proceeds from the sale of his Units to the Sponsor of this
series to purchase Units of one or more of the Exchange Trusts
from the Sponsor. If Units of the applicable outstanding series of
the Exchange Trust are at that time available for sale, and if such
Units may lawfully be sold in the state in which the Unitholder is
resident, the Unitholder may select the series or group of series for
which he desires his investment to be exchanged. The Unitholder
will be provided with a current prospectus or prospectuses relating
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to each series in which he indicates interest.
The exchange transaction will operate in a manner essentially
identical to any secondary market transaction, i.e., Units will be
repurchased at a price based on the market value of the Securities
in the portfolio of the Trust next determined after receipt by the
Sponsor of an exchange request and properly endorsed documents.
Units of the Exchange Trust will be sold to the Unitholder at a price
based upon the next determined market value of the Securities in
the Exchange Trust plus the reduced sales charge. Exchange trans-
actions will be effected only in whole units; thus, any proceeds not
used to acquire whole units will be paid to the selling Unitholder.
For example, assume that a Unitholder, who has three thousand
units of a trust with a current price of $1.30 per unit, desires to sell
his units and seeks to exchange the proceeds for units of a series
of an Exchange Trust with a current price of $890 per Unit based
on the bid prices of the underlying securities. In this example,
which does not contemplate any rounding up to the next highest
number of Units, the proceeds from the Unitholder's Units would
aggregate $3,900. Since only whole units of an Exchange Trust may
be purchased under the Exchange Option, the Unitholder would be
able to acquire four Units in the Exchange Trust for a total cost of
$3,620 ($3,560 for the Units and $60 for the sales charge). If all
3,000 Units were tendered, the remaining $280 would be returned
to the Unitholder.
Conversion Option. Owners of units of any registered unit
investment trust sponsored by others which was initially offered at a
maximum applicable sales charge of at least 3.0% (a "Conversion
Trust") may elect to apply the cash proceeds of the sale or
redemption of those units directly to acquire available units of any
Exchange Trust at a reduced sales charge of $15 per Unit, per 100
Units in the case of Exchange Trusts having a Unit price of
approximately $10, or per 1,000 Units in the case of Exchange
Trusts having a Unit price of approximately $1, subject to the terms
and conditions applicable to the Exchange Option (except that no
secondary market is required for Conversion Trust units). To ex-
ercise this option, the owner should notify his retail broker. He will
be given a prospectus for each series in which he indicates interest
and for which units are available. The dealer must sell or redeem
the units of the Conversion Trust. Any dealer other than PaineWeb-
ber must certify that the purchase of units of the Exchange Trust is
being made pursuant to and is eligible for the Conversion Option.
The dealer will be entitled to two thirds of the applicable reduced
sales charge. The Sponsor reserves the right to modify, suspend or
terminate the Conversion Option at any time without further notice,
including the right to increase the reduced sales charge applicable
to this option (but not in excess of $5 more per Unit, per 100 Units
or per 1,000 Units, as applicable than the corresponding fee then
being charged for the Exchange Option). For a description of the tax
consequences of a conversion reference is made to the Exchange
Option section herein.
Distribution of Units. The minimum purchase in the initial
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public offering is 100 Units, except that the minimum purchase is
25 Units for purchases made in connection with Individual Retire-
ment Accounts or other tax-deferred retirement plans. Only whole
Units may be purchased.
The Sponsor is the sole underwriter of the Units. Sales may,
however, be made to dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD") at prices which
include a concession of $.30 per Unit at the highest sales charge,
subject to change from time to time. The difference between the
sales charge and the dealer concession will be retained by the
Sponsor. In the event that the dealer concession is 90% or more of
the sales charge per Unit, dealers taking advantage of such conces-
sion may be deemed to be underwriters under the Securities Act of
1933.
The Sponsor reserves the right to reject, in whole or in part,
any order for the purchase of Units. The Sponsor intends to qualify
the Units in all states of the United States and does not intend to
sell Units to persons who are non-resident aliens.
Secondary Market for Units. While not obligated to do so, the
Sponsor intends to maintain a secondary market for the Units and
continuously offer to purchase Units at the Trust Fund Evaluation
per Unit next computed after receipt by the Sponsor of an order
from a Unitholder. The Sponsor may cease to maintain such a
market at any time, and from time to time, without notice. In the
event that a secondary market for the Units is not maintained by
the Sponsor, a Unitholder desiring to dispose of Units may tender
such Units to the Trustee for redemption at the price calculated in
the manner set forth under "Redemption". Redemption requests in
excess of $100,000 may be redeemed "in kind" as described under
"Redemption."
The Trust Fund Evaluation per Unit at the time of sale or tender
for redemption may be less than the price at which the Unit was
purchased.
The Sponsor may redeem any Units it has purchased in the
secondary market if it determines for any reason that it is un-
desirable to continue to hold these Units in their inventory. Factors
which the Sponsor may consider in making this determination will
include the number of units of all series of all trusts which it holds
in their inventory, the saleability of the Units and their estimate of
the time required to sell the Units and general market conditions.
A Unitholder who wishes to dispose of his Units should inquire
of his bank or broker as to current market prices in order to
determine if over-the-counter prices exist in excess of the redemp-
tion price and the repurchase price (see "Redemption").
Sponsor's Profits. In addition to the applicable sales charge,
the Sponsor realizes a profit (or sustains a loss) in the amount of
any difference between the cost of the Stocks to the Sponsor and
the price at which it deposits the Stocks in the Trust in exchange
for Units, which is the value of the Stocks, determined by the
Trustee as described under "Valuation". The cost of Stock to the
Sponsor includes the amount paid by the Sponsor for brokerage
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commissions. These amounts are not an expense of the Trust.
Cash, if any, received from Unitholders prior to the settlement
date for the purchase of Units or prior to the payment for Securities
upon their delivery may be used in the Sponsor's business subject
to the limitations of Rule 15c3-3 under the Securities and Exchange
Act of 1934 and may be of benefit to the Sponsor.
In maintaining a secondary market for the Units, the Sponsor
may realize profits or sustain losses in the amount of any differ-
ences between the price at which it buys Units and the price at
which it resells or redeems such Units.
REDEMPTION
Units may be tendered to Investors Bank & Trust Company
("IBT") for redemption at its Office in person, or by mail at 89
South Street, Boston, MA 02111 upon payment of any transfer or
similar tax which must be paid to effect the redemption. At the
present time there are no such taxes. No redemption fee will be
charged by the Sponsor or Trustee. If the Units are represented by
a certificate it must be properly endorsed accompanied by a letter
requesting redemption. If held in uncertificated form, a written
instrument of redemption must be signed by the Unitholder. Un-
itholders must sign exactly as their names appear on the records of
the Trustee with signatures guaranteed by a national bank or trust
company, or by a member of the New York, Midwest or Pacific
Stock Exchange, 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. Unitholders should contact the Trustee to
determine whether additional documents are necessary. Units ten-
dered to the Trustee for redemption will be cancelled, if not
repurchased by the Sponsor.
Units will be redeemed at the Redemption Value per Unit next
determined after receipt of the redemption request in good order by
the Trustee. The Redemption Value per Unit is determined by
dividing the Trust Fund Evaluation by the number of Units outstand-
ing. (See "Valuation".)
A redemption request is deemed received on the business day
(see, "Valuation" for a definition of business day) when such
request is received prior to 4:00 p.m. If it is received after 4:00
p.m., it is deemed received on the next business day. During the
period in which the Sponsor maintains a second ary market for
Units, the Sponsor may repurchase any Unit presented for tender to
the Trustee for redemption no later than the close of business on
the second business day following such presentation and Unithol-
ders will receive the Redemption Value next determined after receipt
by the Trustee of the redemption request. Proceeds of a redemption
will be paid to the Unitholder no later than the seventh calendar day
following the date of tender (or if the seventh calendar day is not a
business day on the first business day prior thereto).
With respect to cash redemptions, amounts representing in-
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come received shall be withdrawn from the Income Account, and, to
the extent such balance is insufficient and for remaining amounts,
from the Capital Account. The Trustee is empowered, to the extent
necessary, to sell Securities to meet redemptions. The Trustee will
sell Securities in such manner as is directed by the Sponsor. In the
event no such direction is given, Treasury Obligations, if any, will be
sold first, thereafter, Stock will be sold pro rata, to the extent
possible and if not possible Stocks having the greatest amount of
capital appreciation will be sold first. (See "Administration of the
Trust".) However, with respect to redemption requests in excess of
$100,000, the Sponsor may determine in its discretion to direct the
Trustee to redeem Units "in kind" by distributing Securities to the
redeeming Unitholder. When Stocks are so distributed, a proportion-
ate amount of each Stock will be distributed, rounded to avoid the
distribution of fractional shares and using cash or checks where
rounding is not possible. The Sponsor may direct the Trustee to
redeem Units "in kind" even if it is then maintaining a secondary
market in Units of the Trust. Securi ties will be valued for this
purpose as set forth under "Valuation". A Unitholder receiving a
redemption "in kind" may incur brokerage or other transaction
costs in converting the Stock distributed into cash. The availability
of redemption "in kind" is subject to compliance with all applicable
laws and regulations, including the Securities Act of 1933, as
amended.
To the extent that Securities are redeemed in kind or sold, the
size and diversity of the Trust will be reduced. Sales will usually be
required at a time when Securities would not otherwise be sold and
may result in lower prices than might otherwise be realized. The
price received upon redemption may be more or less than the
amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption. In addition,
because of the minimum amounts in which Securities are required
to be sold, the proceeds of sale may exceed the amount required at
the time to redeem Units; these excess proceeds will be distributed
to Unitholders on the Distribution Dates.
The Trustee may, in its discretion, and will, when so directed
by the Sponsor, suspend the right of redemption, or postpone the
date of payment of the Redemption Value, for more than seven
calendar days following the day of tender for any period during
which the New York Stock Exchange, Inc. is closed other than for
weekend and holiday closings; or for any period during which the
Securities and Exchange Commission determined that trading on the
New York Stock Exchange, Inc. is restricted or for any period during
which an emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably practicable; or for
such other period as the Securities and Exchange Commission may
by order permit for the protection of Unitholders. The Trustee is not
liable to any person or in any way for any loss or damages which
may result from any such suspension or postpone ment, or any
failure to suspend or postpone when done in the Trustee's discre-
tion.
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VALUATION
The Trustee will calculate the Trust's value (the "Trust Fund
Evaluation") per Unit at the Valuation Time set forth under "Sum-
mary of Essential Information Regarding the Trust" (1) on each
business day as long as the Sponsor is maintaining a bid in the
secondary market, (2) on the business day on which any Unit is
tendered for redemption, (3) on any other day desired by the
Sponsor or the Trustee and (4) upon termination, by adding (a) the
aggregate value of the Securities and other assets determined by
the Trustee as set forth below and (b) cash on hand in the Trust,
income accrued and interest received, if any, on Treasury Ob-
ligations but not distributed or held for distribution and dividends
receivable on Stock trading ex-dividend (other than any cash held in
any reserve account established under the Indenture) and deducting
therefrom the sum of (x) taxes or other governmental charges
against the Trust not previously deducted, (y) accrued fees and
expenses of the Trustee and the Sponsor (including legal and
auditing expenses) and other Trust expenses. The per Unit Trust
Fund Evaluation is calculated by dividing the result of such com-
putation by the number of Units outstanding as of the date thereof.
Business days do not include New Year's Day, Washington's Birth-
day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and other days that the New
York Stock Exchange is closed.
The value of Stocks shall be determined by the Trustee in good
faith in the following manner:
(1) if the Stocks are listed on one or more national securities
exchanges or on the National Market System maintained by the
National Association of Securities Dealers Automated Quotations
System, such evaluation shall be based on the closing sale price on
that day (unless the Trustee deems such price inappropriate as a
basis for evaluation) on the exchange which is the principal market
thereof (deemed to be the New York Stock Exchange if the Stocks
are listed thereon),
(2) if there is no such appropriate closing sales price on such
exchange or system, at the mean between the closing bid and
asked prices on such exchange or system (unless the Trustee
deems such price inappropriate as a basis for evaluation),
(3) if the Stocks are not so listed or, if so listed and the
principal market therefor is other than 14 on such exchange or
there are no such appropriate closing bid and asked prices avail-
able, such evaluation shall be made by the Trustee in good faith
based on the closing sale price in the over-the-counter market
(unless the Trustee deems such price inappropriate as a basis for
evaluation) or
(4) if there is no such appropriate closing price, then (a) on the
basis of current bid prices, (b) if bid prices are not available, on the
basis of current bid prices for comparable securities, (c) by the
Trustee's appraising the value of the Stock in good faith on the bid
side of the market or (d) by any combination thereof. The tender of
a Stock pursuant to a tender offer will not affect the method of
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valuing Stock.
The Treasury Obligations are valued on the basis of bid prices.
The aggregate bid prices of the Treasury Obligations are the prices
obtained from investment dealers or brokers (which may include the
Sponsor) who customarily deal in Treasury Obligations; or, if there
is no market for the Treasury Obligations, and bid prices are not
available, on the basis of current bid prices for comparable securi-
ties; or by appraisal; or by any combination of the above.
COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION
VALUE
On the business day prior to the Date of Deposit, the Public
Offering Price per Unit (which figure includes the sales charge)
exceeded the Redemption Value (see "Essential Information"). The
prices of the Securities are expected to vary. For this reason and
others, including the fact that the Public Offering Price includes the
sales charge, the amount realized by a Unitholder upon redemption
of Units may be less than the price paid by the Unitholder for such
Units.
EXPENSES OF THE TRUST
The cost of the preparation and printing of the Indenture and
this Prospectus, the initial fees of the Trustee, advertising expenses
and expenses incurred in establishing the Trust, including legal and
auditing fees, are paid by the Sponsor and not by the Trust. The
Sponsor will receive no fee from the Trust for its services as
Sponsor.
The Sponsor will receive a fee, which is earned for portfolio
supervisory services, and which is based upon the largest number
of Units outstanding during the calendar year. The Sponsor's fee,
which is not to exceed $.0025 per Unit per calendar year, may
exceed the actual costs of providing portfolio supervisory services
for the Trust, but at no time will the total amount it receives for
portfolio supervisory services rendered to all series of the
PaineWebber Equity Trust in any calendar year exceed the ag-
gregate cost to it of supplying such services in such year.
For its services as Trustee and Evaluator, the Trustee will be
paid in monthly installments, annually $.0170 per Unit, based on
the largest number of Units outstanding during the previous month.
In addition, the regular and recurring expenses of the Trust are
estimated to be $.0055 per Unit annually which include, but are not
limited to certain mailing, printing, and audit expenses. Expenses in
excess of this estimate will be borne by the Trust. The Trustee
could also benefit to the extent that it may hold funds in non-
interest bearing accounts created by the Indenture.
The Sponsor's fee and Trustee's fee may be increased without
approval of the Unitholders by an amount not exceeding a propor-
tionate increase in the category entitled "All Services Less Rent" in
the Consumer Price Index published by the United States Depart-
ment of Labor or, if the Price Index is no longer published, a
similar index as determined by the Trustee and Sponsor.
In addition to the above, the following charges are or may be
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incurred by each Trust and paid from the Income Account, or, to
the extent funds are not available in such Account, from the Capital
Account (see "Administration of the Trust--Accounts"):
(1) fees for the Trustee for extraordinary services;
(2) expenses of the Trustee (including legal and auditing
expenses) and of counsel;
(3) various governmental charges;
(4) expenses and costs of any action taken by the Trustee to
protect the trusts and the rights and interests of the Unitholders;
(5) indemnification of the Trustee for any loss, liabilities or
expenses incurred by it in the administration of the Trust without
gross negligence, bad faith or willful misconduct on its part;
(6) brokerage commissions in connection with the sale of
Securities; and
(7) expenses incurred upon termination of the Trust. In addi-
tion, to the extent then permitted by the Securities and Exchange
Commission, the Trust may incur expenses of maintaining registra-
tion or qualification of the Trust or the Units under Federal or state
securities laws so long as Sponsor is maintaining a secondary
market (including, but not limited to, legal, auditing and printing
expenses).
The fees and expenses set forth above are payable out of the
Trust and when unpaid will be secured by a lien on the Trust.
Based upon the last dividend paid prior to the Date of Deposit,
dividends on the Stocks are expected to be sufficient to pay entire
amount of estimated expenses of the Trust. Therefore, Treasury
Obligations have been deposited in an amount sufficient to generate
annual income needed to make up the shortfall from dividend
payments. To the extent that dividends paid with respect to the
Stocks and income generated by the Treasury Obligations are not
sufficient to meet the expenses of the Trust, the Trustee is au-
thorized to sell Securities to meet the expenses of the Trust.
Securities will be selected in the same manner as is set forth under
"Redemption".
RIGHTS OF UNITHOLDERS
Ownership of Units is evidenced by recordation on the books of
the Trustee. In order to avoid additional operating costs and for
investor convenience, certificates will not be issued unless a re-
quest, in writing with signature guaranteed by a national bank or
trust company, or by a member firm of the NASD or in such other
manner as may be acceptable to the Trustee, is delivered by the
Unitholder to the Sponsor. Issued Certificates are transferable by
presentation and surrender to the Trustee at its Financial Product
Services Office in Boston, Massachusetts, properly endorsed or
accompanied by a written instrument or instruments of transfer.
Uncertificated Units are transferable by presentation to the Trustee
at its Financial Products Services Office of a written instrument of
transfer.
Certificates may be issued in denominations of one Unit or any
integral multiple thereof as deemed appropriate by the Trustee. A
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<PAGE>
Unitholder may be required to pay $2.00 per certificate reissued or
transferred, and shall be required to pay any governmental charge
that may be imposed in connection with each such transfer or
interchange. For new certificates issued to replace destroyed, mu-
tilated, stolen or lost certificates, the Unitholder must furnish indem-
nity satisfactory to the Trustee and must pay such expenses as the
Trustee may incur. Mutilated certificates must be surrendered to the
Trustee for replacement.
DISTRIBUTIONS
The Trustee will make distributions from the Income Account
on the semi-annual Distribution Dates to Unitholders of record on
the preceding Record Date. Distributions from the Capital Account
will be made on the semi-annual Distribution Dates to Unitholders
of record on the preceding Record Date. See "Essential Informa-
tion" Whenever required for regulatory or tax purposes the Trustee
will make special distributions on special Distribution Dates to
Unitholders of record on special Record Dates declared by the
Trustee.
Upon termination of the Trust, each Unitholder of record on
such date will receive his pro rata share of the amounts realized
upon disposition of the Securities plus any other assets of the
Trust, less expenses of the Trust. (See "Termination".)
ADMINISTRATION OF THE TRUST
Accounts. All dividends and interest received on Securities,
proceeds from the sale of Securities or other moneys received by
the Trustee on behalf of the Trust may be held in trust in
non-interest bearing accounts (unless reinvested in Treasury Ob-
ligations) until required to be disbursed. (See "Administration of the
Trust--Reinvestment".)
The Trustee will credit on its books to an Income Account
dividends and interest, if any, on Securities in the Trust. All other
receipts (i.e., return of principal and gains) are credited on its books
to a Capital Account. A record will be kept of qualifying dividends
within the Income Account. The pro rata share of the Income
Account and the pro rata share of the Capital Account represented
by each Unit will be computed by the Trustee as set forth under
"Valuation".
The Trustee will deduct from the Income Account and, to the
extent funds are not sufficient therein, from the Capital Account,
amounts necessary to pay expenses incurred by the Trust. (See
"Expenses and Charges.) In addition, the Trustee may withdraw
from the Income Account and the Capital Account such amounts as
may be necessary to cover redemption of Units by the Trustee.
(See "Redemption.")
The Trustee may establish reserves (the "Reserve Account")
within the Trust for state and local taxes, if any, and any other
governmental charges payable out of the Trust.
Reports and Records. With any distribution from the Trust,
Unitholders will be furnished with a statement setting forth the
amount being distributed from each account.
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IBT keeps records and accounts of the Trust at its Financial
Products Services Office, including records of the names and
addresses of Unitholders, a current list of underlying Securities in
the portfolio and a copy of the Indenture. Records pertaining to a
Unitholder or to the Trust (but not to other Unitholders) are
available to the Unitholder for inspection at reasonable times during
business hours.
Within a reasonable period of time after each calendar year,
beginning with calendar 1992, the Trustee will furnish each person
who was a Unitholder at any time during such calendar year a
report containing the following information, expressed in reasonable
detail both as a dollar amount and as a dollar amount per Unit: (1)
a summary of transactions for the Trust in the Income and Capital
Accounts and any Reserves; (2) any Securities sold and purchased;
(3) amounts distributed to Unitholders.
Portfolio Supervision. The portfolio of the Trust is not "man-
aged" by the Sponsor or the Trustee; their activities described
herein are governed solely by the provisions of the Indenture. The
Indenture provides that the Sponsor may (but need not) direct the
Trustee to dispose of a Security:
(1) upon the failure of the issuer to declare or pay anticipated
dividends or interest;
(2) upon the institution of materially adverse action or proceed-
ing at law or in equity seeking to restrain or enjoin the declaration
or payment of dividends on any such Securities or the existence of
any other materially adverse legal question or impediment affecting
such Securities or the declaration or payment of dividends on the
same;
(3) upon the breach of covenant or warranty in any trust
indenture or other document relating to the issuer which might
materially and adversely affect either immediately or contingently the
declaration or payment of dividends on such Securities;
(4) upon the default in the payment of principal or par or
stated value of, premium, if any, or income on any other outstand-
ing securities of the issuer or the guarantor of such Securities
which might materially and adversely, either immediately or contin-
gently, affect the declaration or payment of dividends on the
Securities;
(5) upon the decline in price or the occurrence of any materi-
ally adverse market or credit factors, that in the opinion of the
Sponsor, make the retention of such Securities not in the best
interest of the Unitholder;
(6) upon a public tender offer being made for a Security, or a
merger or acquisition being announced affecting a Security that in
the opinion of the Sponsor make the sale or tender of the Security
in the best interests of the Unitholders;
(7) upon a decrease in the Sponsor's internal rating of the
Security;
(8) upon the happening of events which, in the opinion of the
Sponsor, negatively affect the economic fundamentals of the issuer
of the Security or the industry of which it is a part.
19
<PAGE>
Securities may also be sold in the manner described under
"The Trust". The Trustee may dispose of Securities where neces-
sary to pay Trust expenses or to satisfy redemption requests as
directed by the Sponsor, and the proceeds of such sale may not be
reinvested.
Reinvestment. Cash received upon the sale of Stock (except for
sales to meet redemption requests) and dividends received may, if
and to the extent there is no legal impediment, be reinvested in
Treasury Obligations which mature on or prior to the next applicable
Distribution Date. The Sponsor anticipates that, where permitted,
such proceeds will be reinvested in Treasury Obligations unless
factors exist such that such reinvestment would not be in the best
interest of Unitholders or would be impractical. Such factors may
include, among others, (i) short reinvestment periods which would
make reinvestment in Treasury Obligations undesirable or infeasible
and (ii) amounts not sufficiently large so as to make a reinvestment
economical or feasible. Any moneys held and not reinvested will be
held in a non-interest bearing account until distribution on the next
Distribution Date to Unitholders of record.
AMENDMENT OF THE INDENTURE
The Indenture may be amended by the Trustee and the Spon-
sor without the consent of any of the Unitholders to cure any
ambiguity or to correct or supplement any provision thereof which
may be defective or inconsistent or to make such other provisions
as will not adversely affect the interest of the Unitholders.
The Indenture may be amended in any respect by the Sponsor
and the Trustee with the consent of the holders of 51% of the Units
then outstanding; provided that no such amendment shall
(1) reduce the interest in the Trust represented by a Unit or
(2) reduce the percentage of Unitholders required to consent to
any such amendment, without the consent of all Unitholders.
The Trustee will promptly notify Unitholders of the substance of
any amendment affecting Unitholders' rights or their interest in the
Trust.
TERMINATION OF THE TRUST
The Indenture provides that the Trust will terminate on the
Mandatory Termination Date. If the value of the Trust as shown by
any evaluation is less than fifty per cent (50%) of the market value
of the Stocks upon completion of the deposit of Stocks, the Trustee
may in its discretion, and will when so directed by the Sponsor,
terminate such Trust. The Trust may also be terminated at any time
by the written consent of 51% of the Unitholders or by the Trustee
upon the resignation or removal of the Sponsor if the Trustee
determines termination to be in the best interest of the Unitholders.
In no event will the Trust continue beyond the Mandatory Termina-
tion Date.
Unless advised to the contrary by the Sponsor, approximately
20 days prior to the termination of the Trust, the Trustee will begin
to sell the Securities held in the Trust and will then, after deduction
of any fees and expenses of the Trust and payment into the
20
<PAGE>
Reserve Account of any amount required for taxes or other gov-
ernmental charges that may be payable by the Trust, distribute to
each Unitholder, after due notice of such termination, such Unithol-
der's pro rata share in the Income and Capital Accounts. Moneys
held upon the sale of Securities may be held in non-interest bearing
accounts created by the Indenture until distributed and will be of
benefit to the Trustee. The sale of Securities in the Trust in the
period prior to termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time
due to impending or actual termination of the Trust. For this reason,
among others, the amount realized by a Unitholder upon termination
may be less than the amount paid by such Unitholder.
SPONSOR
The Sponsor, PaineWebber Incorporated, is a corporation or-
ganized under the laws of the State of Delaware. The Sponsor is a
member firm of the New York Stock Exchange, Inc. as well as other
major securities and commodities exchanges and is a member of
the National Association of Securities Dealers, Inc. The Sponsor is
engaged in a security and commodity brokerage business as well
as underwriting and distributing new issues. The Sponsor also acts
as a dealer in unlisted securities and municipal bonds and in
addition to participating as a member of various selling groups or
as an agent of other investment companies, executes orders on
behalf of investment companies for the purchase and sale of
securities of such companies and sells securities to such com-
panies in its capacity as a broker or dealer in securities.
The Indenture provides that the Sponsor will not be liable to
the Trustee, any of the Trusts or to the Unitholders for taking any
action or for refraining from taking any action made in good faith or
for errors in judgment, but will be liable only for its own willful
misfeasance, bad faith, gross negligence or willful disregard of its
duties. The Sponsor will not be liable or responsible in any way for
depreciation or loss incurred by reason of the sale of any Securities
in the Trust.
The Indenture is binding upon any successor to the business
of the Sponsor. The Sponsor may transfer all or substantially all of
its assets to a corporation or partnership which carries on the
business of the Sponsor and duly assumes all the obligations of the
Sponsor under the Indenture. In such event the Sponsor shall be
relieved of all further liability under the Indenture.
If the Sponsor fails to undertake any of its duties under the
Indenture, becomes incapable of acting, becomes bankrupt, or has
its affairs taken over by public authorities, the Trustee may either
appoint a successor Sponsor or Sponsors to serve at rates of
compensation determined as provided in the Indenture or terminate
the Indenture and liquidate the Trust.
TRUSTEE
The Co-Trustees are The First National Bank of Chicago, a
national banking association with its corporate trust office at One
First National Plaza, Suite 0126, Chicago, Illinois 60670-0126 (which
21
<PAGE>
is subject to supervision by the Comptroller of the Currency, the
Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System) and Investors Bank & Trust Com-
pany, a Massachusetts trust company with its office at One Lincoln
Plaza, 89 South Street, Boston, Massachusetts 02111, telephone no.
1-800-356-2754 (which is subject to supervision by the Massachu-
setts Commissioner of Banks, the Federal Deposit Insurance Cor-
poration and the Board of Governors of the Federal Reserve Sys-
tem).
The Indenture provides that the Trustee will not be liable for
any action taken in good faith in reliance on properly executed
documents or the disposition of moneys, Securities or Certificates
or in respect of any valuation which it is required to make, except
by reason of its own gross negligence, bad faith or willful mis-
conduct, nor will the Trustee be liable or responsible in any way for
depreciation or loss incurred by reason of the sale by the Trustee
of any Securities in the Trust. In the event of the failure of the
Sponsor to act, the Trustee may act and will not be liable for any
such action taken by it in good faith. The Trustee will not be
personally liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee or upon or in respect of the Trust
which the Trustee may be required to pay under any present or
future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Indenture contains
other customary provisions limiting the liability of the Trustee. The
Trustee will be indemnified and held harmless against any loss or
liability accruing to it without gross negligence, bad faith or willful
misconduct on its part, arising out of or in connection with its
acceptance or administration of the Trust, including the costs and
expenses (including counsel fees) of defending itself against any
claim of liability.
INDEPENDENT AUDITORS
The Statement of Financial Condition and Schedule of Invest-
ments audited by Ernst & Young, independent auditors, have been
included in reliance on their report given on their authority as
experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Units offered hereby has been passed upon
by Orrick, Herrington & Sutcliffe, 599 Lexington Avenue, New York,
New York, as counsel for the Sponsor.
22
<PAGE>
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
As of April 30, 1994
Sponsor: PaineWebber Incorporated
Co-Trustees: Investors Bank and Trust Company and
The First National Bank of Chicago
Date of Deposit: May 19, 1993
<S> <C>
Aggregate Market Value of Securities in Trust: $7,119,815
Number of Units: 639,400
Fractional Undivided Interest in the Trust Represented by
Each Unit: 1/639,400th
Calculation of Public Offering Price Per Unit*
Aggregate Value of Net Assets in Trust $7,115,682
Divided by 639,400 Units $11.13
Plus Sales Charge of 4.00% of Public Offering Price
(4.17% of net amount invested ) .46
Public Offering Price per Unit $11.59
Redemption Value Per Unit: $11.13
Excess of Public Offering Price: $ .46
Sponsors Repurchase Price: $11.13
Excess of Public Offering Price over Sponsors Repurchase: $ .46
Evaluation Time: 4 P.M. N.Y. Time
Distribution Dates**: July/Jan. 20th
Record Dates: June/Dec. 31st
Mandatory Termination Date: June 20, 1998
Discretionary Liquidation Date: 50% of the value of the
Stocks upon completion
of the deposit of the Securities
Estimated Expenses of the Trust*** $.0250 per Unit
* The Public Offering Price will be based upon the value of the Securities next computed following receipt of the
purchase order plus the applicable sales charges. (See Valuation).
**See "Distributions".
***See "Expenses of Trust".
</TABLE>
<PAGE>
<TABLE>
REPORT OF INDEPENDENT AUDITORS
<C> <S>
THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE PAINEWEBBER EQUITY TRUST, GROWTH STOCK SERIES ELEVEN:
We have audited the accompanying statement of financial condition of The PaineWebber Equity Trust, Growth
Stock Series Eleven, including the schedule of investments, as of April 30, 1994 and the related statements of
operations and changes in net assets for the period from May 19, 1993 (date of deposit) to April 30, 1994. These
financial statements are the responsibility of the Co-Trustees. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of the securities owned as of April 30,
1994, as shown in the statement of financial condition and schedule of investments, by correspondence with the
Co-Trustees. An audit also includes assessing the accounting principles used and significant estimates made by the
Co-Trustees, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of The PaineWebber Equity Trust, Growth Stock Series Eleven at April 30, 1994 and the results of its
operations and changes in its net assets for the period from May 19, 1993 to April 30, 1994, in conformity with
generally accepted accounting principles.
ERNST & YOUNG
New York, New York
June 23, 1994
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES ELEVEN
STATEMENT OF FINANCIAL CONDITION
<CAPTION>
April 30, 1994
ASSETS
<S> <C>
Investments:
Common Stock - at market value (Cost $6,440,303)
(note 1 to schedule of investments) $7,015,426
Treasury Obligation - at market value (Cost $114,499)
(note A and note 1 to schedule of investments) $104,389
Interest receivable 1,557
Dividends receivable 546
Cash 167
Total Assets $7,122,085
LIABILITIES AND NET ASSETS
Accrued expenses payable $3,383
Trustee Advance 3,020
Total Liabilities $6,403
Net Assets (639,400 units of fractional undivided interest outstanding):
Cost of 750,000 units (note B) 8,040,493
Less sales charge (note C) (321,620)
Net amount applicable to investors 7,718,873
Redemption of 110,600 units (1,319,657)
Realized gain on securities transactions 202,486
Net unrealized market appreciation (depreciation) (note D) 565,013
Principal Distributions (46,734)
Net Capital applicable to unitholders 7,119,981
Accumulated net investment loss (4,299)
Net assets 7,115,682
Total liabilities and net assets $7,122,085
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES ELEVEN
STATEMENT OF OPERATIONS
<CAPTION>
Period from
May 19, 1993
(date of
deposit ) to
April 30,
1994
<S> <C>
Operations:
Dividend income $10,227
Interest income 6,319
Total investment income 16,546
Less expenses:
Trustee's fees, expenses and evaluator's expense 18,501
Total expenses 18,501
Investment income-net (1,955)
Realized and unrealized gain (loss) on investments-net:
Net realized gain on securities transactions 202,486
Net change in unrealized market appreciation 565,013
Net gain on investments 767,499
Net increase in net assets resulting from operations $765,544
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES ELEVEN
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
Period from
May 19, 1993
(date of
deposit) to
April 30,
1994
<S>
Operations: <C>
Investment loss--net $(1,955)
Net realized gain on securities transactions 202,486
Net change in unrealized market appreciation 565,013
Net increase in net assets resulting from operations 765,544
Less: Distributions to Unitholders (Note E)
Principal 46,734
In excess of net investment loss 3,175
Total Distributions 49,909
Less: Units Redeemed By Unitholders (Note F)
Value of units redeemed at date of redemption 1,319,657
Undistributed income at date of redemption 40
Total Redemptions 1,319,697
Decrease in net assets (604,062)
Net Assets:
Begining of Period 960,000
Supplemental Deposits 6,759,744
End of Period $7,115,682
See accompanying notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
April 30, 1994
(A) The financial statements of the Trust are prepared on the accrual basis of accounting. Security transactions
are accounted for on the date the securities are purchased or sold.
(B) Cost to investors represents the initial public offering price as of the date of deposit computed on the basis
set forth under "Public Offering Price of Units".
(C) Sales charge in the Initial Public Offering period was 4.00% (4.17% of the net amount invested). See "Public
Offering of Units - Sales Charge and Volume Discount", for information relating to the secondary market.
(D) At April 30, 1994, the gross unrealized market appreciation was $1,126,277 and the gross unrealized market
(depreciation) was ($561,264). The net unrealized market appreciation was $565,013.
(E) Regular distributions of net income and principal receipts not used for redemption of units are made
semi-annually. Special distributions may be made as the Sponsor and Trustee deem necessary to comply with
income tax regulations.
(F) The following units were redeemed with proceeds of securities sold as follows:
<CAPTION>
Period from
May 19, 1993
(date of
deposit)
to April 30,
1994
<S> <C>
Total number of units redeemed 110,600
Redemption amount $1,319,697
The following units were sold through supplemental
deposits:
Number of units sold 650,000
Value of amount, net of sales charge $6,759,744
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES ELEVEN
SCHEDULE OF INVESTMENTS
As of April 30, 1994
<CAPTION>
TREASURY OBLIGATIONS: (1%) Market Value (1)
<S> <C> <C>
$108,000 U.S. TREASURY BOND 7
1/8%
due 2/15/2023 $104,389
COMMON STOCKS (99%)
Name of Issuer Number of Shares
Auto Parts: (5%)
Allen Group Inc. 10,644 179,618
Superior Industries Intl.,Inc. 6,358 197,098
Biotechnology/Drugs: (6%)
IVAX Corporation 7,344 178,092
Scherer (R.P.) Corp.* 7,347 270,002
Consumer Durables: (2%)
Helen of Troy Corp.* 9,457 132,398
Consumer Growth: (13%)
Catalina Marketing Corp.* 5,447 260,094
Dr. Pepper/Seven-Up Companies, 12,671 324,694
Inc.*
Snapple Beverage Corp.* 15,739 369,867
Leisure/Entertainment: (4%)
Gaylord Entertainment Co. 10,264 265,581
Environmental: (7%)
BHA Group, Inc. 11,233 112,330
Ionics, Inc.* 4,433 201,702
Baker (Michael) Corp.* 20,130 166,072
Health Services: (7%)
Abbey Healthcare Group Inc.* 10,728 209,196
Integrated Health Services, Inc.* 8,042 256,339
Media: (4%)
Nelson (Thomas), Inc. 11,550 254,100
Medical Technology: (6%)
Advanced Tissue Sciences, Inc.* 22,085 138,031
CellPro, Inc.* 10,916 267,442
Specialty Retailing: (13%)
Catherines Stores Corp.* 11,042 126,983
Designs, Inc.* 8,758 126,991
Office Depot, Inc.* 8,165 287,816
Staples, Inc.* 9,710 269,452
Todays Man, Inc.* 11,042 132,504
Technology: (12%)
Adaptec, Inc.* 19,040 299,880
Cisco Systems Inc.* 7,236 219,341
SuperMac Technology, Inc.* 10,728 72,414
Wellfleet Communications, Inc.* 3,680 271,860
Telecommunications: (20%)
ALC Communications Corp.* 10,899 385,552
<PAGE>
Nextel Communications, Inc.* 8,313 295,112
Paging Network, Inc.* 10,187 262,952
Rogers Cantel Mobil
Communications, Inc.~* 9,457 232,879
Vodafone Group PLC ~ 3,037 249,034
TOTAL COMMON STOCKS 7,015,426
TOTAL INVESTMENTS $7,119,815
(1)Valuation of Securities by the Co-Trustees was made as described in "Valuation".
~American Depositary Receipts.
* Non-income producing.
</TABLE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Prospectus.
The signatures.
The following exhibits:
1. Opinion of Counsel as to legality of securities
being registered.
2. Consent of Independent Auditors.
FINANCIAL STATEMENTS
1. Statement of Condition of the Trust as shown in
the current Prospectus for this series.
2. Financial Statements of the Depositor.
PaineWebber Incorporated - Financial Statements
as of December 31, 1992 and March 31, 1993
incorporated by reference to Form 10-k and
Form 10-Q (File No. 1-7367) filed on March 31,
1993 and May 15, 1993, respectively.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, PaineWebber Equity Trust,
Growth Stock Series 11 certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of New York, and the State of New York on
the 13th day of July, 1994.
PAINEWEBBER EQUITY TRUST, GROWTH STOCK
SERIES 11
(Registrant)
By: PaineWebber Incorporated
(Depositor)
/s/ ROBERT E. HOLLEY
Robert E. Holley
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of PaineWebber
Incorporated, the Depositor, by the following persons in the
following capacities and in the City of New York, and State of New
York, on this 13th day of July, 1994.
PAINEWEBBER INCORPORATED
Name Office
Donald B. Marron Chairman, Chief Executive Officer
Director & Member of the Executive
Committee *
Paul B. Guenther President, Chief Administrative Officer,
Director and Member of the Executive
Committee *
Regina Dolan Director of Finance and Control *
John A. Bult Chairman, PaineWebber International
and Member of the Executive Committee *
James Treadway Executive Vice President & Director *
By:/s/ ROBERT E. HOLLEY
Attorney-in-fact*
* Executed copies of the powers of attorney have been filed with the
Securities and Exchange Commission in connection with the Registration
Statements for File No. 2-98712, 33-8919, 33-16569 and 33-49437.
<PAGE>
<PAGE>
July 13, 1994
PaineWebber Incorporated
1200 Harbor Blvd.
Weehawken, New Jersey 07087
Ladies and Gentlemen:
We have served as counsel for PaineWebber Incorporated as
sponsor and depositor (the "Depositor") of PaineWebber Equity
Trust, Growth Stock Series 11 (hereinafter referred to as the
"Trust"). The Depositor seeks by means of Post-Effective
Amendment No. 1 to register for reoffering 159,050 Units acquired
by the Depositor in the secondary market (hereinafter referred to as
the "Units").
In this regard, we have examined executed originals or copies of the
following:
(a) The Restated Certificate of Incorporation, as amended, and the
By-Laws of the Depositor, as amended;
(b) Resolutions of the Board of Directors of the Depositor adopted on
December 3, 1971 relating to the Trust and the sale of the Units;
(c) Resolutions of the Executive Committee of the Depositor adopted
on September 24, 1984;
(d) Powers of Attorney referred to in the Amendment;
(e) Post-Effective Amendment No. 1 to the Registration Statement on
Form S-6 (File No. 33-46433) to be filed with the Securities and
Exchange Commission (the "Commission") in accordance with
the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder
(collectively, the "1933 Act") proposed to be filed on or about the
date hereof (the "Amendment");
(f) The Notification of Registration of the Trust filed with the
Commission under the Investment Company Act of 1940, as
amended (collectively, the "1940 Act") on Form N-8A, as
amended;
(g) The registration of the Trust filed with the Commission under the
1940 Act on Form N-8B-2 (File No.811-5841 ), as amended;
(h) The prospectus included in the Amendment (the "Prospectus");
(i) The Standard Terms and Conditions of the Trust dated as of
July 10, 1990, as amended, among the Depositor, and
Investors Bank & Trust Company and The First National Bank of
Chicago (the "Co-Trustees"), as successor Co-Trustees,
(the "Standard Terms");
(j) The Trust Indenture dated as of the Date of Deposit, among the
Depositor, the Co-Trustees and the Evaluator (the "Trust
Indenture" and, collectively with the Standard Terms, the
"Indenture and Agreement");
(k) The form of certificate of ownership for units (the "Certificate") to
be issued under the Indenture and Agreement; and
(l) Such other pertinent records and documents as we have deemed
necessary.
With your permission, in such examination, we have assumed
the following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of
all documents submitted to us as copies; (c) the truth, accuracy,
and completeness of the information, representations, and warranties
contained in the records, documents, instruments and certificates we
have reviewed; (d) except as specifically covered in the opinions set
forth below, the due authorization, execution, and delivery on behalf
of the respective parties thereto of documents referred to herein and
the legal, valid, and binding effect thereof on such parties; and (e)
the absence of any evidence extrinsic to the provisions of the written
agreement(s) between the parties that the parties intended a
meaning contrary to that expressed by those provisions. However,
we have not examined the securities deposited pursuant to the
<PAGE>
Indenture and Agreement (the "Securities") nor the contracts for the
Securities.
We express no opinion as to matters of law in jurisdictions other
than the States of New York and California and the United States,
except to the extent necessary to render the opinion as to the
Depositor in paragraph (i) below with respect to Delaware law. As
you know we are not licensed to practice law in the State of
Delaware, and our opinion in paragraph (i) and (iii) as to Delaware
law is based solely on review of the official statutes of the State of
Delaware.
Based upon such examination, and having regard for legal
considerations which we deem relevant, we are of the opinion that:
(i) The Depositor is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware with full
corporate power to conduct its business as described in the
Prospectus;
(ii) The Depositor is duly qualified as a foreign corporation and is in
good standing as such within the State of New York;
(iii)The terms and provisions of the Units conform in all material
respects to the description thereof contained in the Prospectus;
(iv) The consummation of the transactions contemplated under the
Indenture and Agreement and the fulfillment of the terms thereof
will not be in violation of the Depositor's Restated Certificate of
Incorporation, as amended, or By-Laws, as amended and will not
conflict with any applicable laws or regulations applicable to the
Depositor in effect on the date hereof; and
(v) The Certificates to be issued by the Trust, when duly executed by
the Depositor and the Trustee in accordance with the Indenture
and Agreement, upon delivery against payment therefor as
described in the Prospectus will constitute fractional undivided
interests in the Trust enforceable against the Trust in accordance
with their terms, will be entitled to the benefits of the Indenture
and Agreement and will be fully paid and non-assessable.
Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the enforcement of creditors' rights
generally;
(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
(c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby represent that the Amendment contains no disclosure
which would render it ineligible to become effective immediately
upon filing pursuant to paragraph (b) of Rule 485 of the
Commission.
We hereby consent to the filing of this opinion as an exhibit to
the Amendment and to the use of our name wherever it appears in
the Amendment and the Prospectus.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report in the
Registration Statement and related Prospectus of the PaineWebber
Equity Trust, Growth Stock Series 11.
/s/ ERNST & YOUNG
New York, New York
July 13, 1994
