File No. 33-43480
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
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 PATHFINDERS TRUST TREASURY AND GROWTH STOCK
SERIES 13
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 November 9, 1994) pursuant to paragraph
(b) of Rule 485.
E. Title and amount of securities being registered:
8,920,000 Units
F. Proposed maximum offering price to the public of the securities being
registered:
$9,425,764.00**
* Estimated solely for the purpose of calculating the registration fee, at
$1.06 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 8,647,644.
There
have been no previous filings of post-effective amendments during the
current fiscal year 8,647,644 redeemed or repurchased units are being
used
to reduce the filing fee for this amendment.
<PAGE>
PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 13
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
PaineWebber Pathfinders Trust
Treasury and Growth Stock Series
Thirteen
A "Unit Investment Trust"
15,700,000 Units
The Investment objective of this Trust is to preserve capital
while providing for capital appreciation through an investment in
"zero coupon" United States Treasury obligations (the "Treasury
Obligations") and equity growth stocks having, in the Sponsor's
opinion on the Date of Deposit, an above average potential for
appreciation (the "Growth Stocks"). The value of the Units will
fluctuate with the value of the portfolio of underlying securities.
The minimum purchase is 1,000 Units except that the minimum
purchase in connection with an Individual Retirement Account (IRA)
or other tax-deferred retirement plan is 250 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
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Read and retain this prospectus for future reference.
<PAGE>
Essential Information Regarding The Trust
The Trust. The objective of the PaineWebber Pathfinders Trust,
Treasury and Growth Stock Series 13 (the "Trust") is preservation
of capital and capital appreciation through an investment in the
principal or interest portions of stripped "zero-coupon" treasury
bonds (the "Treasury Obligations"), and equity growth stocks (the
"Growth Stocks" or "Stocks") having, in the Sponsor's opinion on
the Date of Deposit, an above average potential for appreciation
(collectively, the "Securities"). The Treasury Obligation which ma-
tures on May 15, 2002 represents approximately 56.5% of the
aggregate market value of the Trust portfolio and the Growth Stocks
represent approximately 43.5% of the aggregate market value of the
Trust portfolio. Because the maturity value of the Treasury Ob-
ligations is backed by the full faith and credit of the United States
the Sponsor believes that the Trust provides an attractive combina-
tion of safety and appreciation for purchasers who hold Units until
the Trust's termination. The Trust has been formulated so that the
portion of the Trust invested in Treasury Obligations is designed to
provide an approximate return of principal invested on the Man-
datory Termination Date for purchasers on the Date of Deposit (see
"Essential Information --Distributions"). For purchasers after the
Date of Deposit, the Treasury Obligations will provide a degree of
principal protection. Therefore, even if the Stocks are valueless upon
termination of the Trust, if the Treasury Obligations are held until
their maturity, purchasers on the Date of Deposit should receive, at
the termination of the Trust, $1,000 per 1,000 Units purchased. This
feature of the Trust provides Unitholders with principal protection
although they would have foregone earning any interest on the
amounts invested. 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 con-
dition of issuers and the prices of equity securities in general and
the Stocks in particular. In addition, the Treasury Obligations may
fluctuate substantially in value. There is no assurance that the
Trust's objective will be achieved at the Trust's intended maturity or
if the Trust is terminated or Units redeemed prior to the Trust's
intended maturity. The value of the Securities and, therefore, the
value of Units may be expected to fluctuate.
As directed by the Sponsor, approximately 30 days prior to the
maturity of the Treasury Obligations, the Trustee will begin to sell
the Stocks held in the Trust. Stocks having the greatest amount of
capital appreciation will be sold first. Monies held upon the sale of
Stocks will be held in non-interest bearing accounts created by the
Indenture until distributed 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 within 15
days after the Treasury Obligations mature. (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
1
<PAGE>
Units outstanding and then adding a sales charge which is currently
4.25% of the Public Offering Price (4.44% of the net amount
invested). The sales charge is reduced in later years and on a
graduated scale for sales involving at least $100,000 or 100,000
Units and will be applied on whichever basis is more favorable to
the purchaser (see "Public Offering of Units-Sales Charge and
Volume Discount").
Distributions. The Trustee will distribute any net income and
principal received (excluding long term capital gains, if any, on the
sale of Stocks) quarterly on the Distribution Dates. Long term
capital gains, if any, will be distributed annually. Income with
respect to the original issue discount on the Treasury Obligations
will not be distributed although Unitholders will be subject to
income tax at ordinary income rates as if a distribution had
occurred. (See "Federal Income Taxes"). Additionally upon termina-
tion of the Trust, the Trustee will distribute to each Unitholder his
pro rata share of the Trust's assets, less expenses. The sale of
Stocks 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. Unless a
Unitholder purchases Units on the Date of Deposit and unless the
Treasury Obligations in proportion to the Units outstanding remain
in the Trust, total distributions, including distributions made upon
termination of the Trust, may be less than the amount paid for a
Unit.
Market for Units. The Sponsor, though not obligated to do so,
presently intends to maintain a secondary market for Units based
upon the bid side evaluation of the Treasury Obligations. 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 only Stocks to
the redeeming Unitholder as directed by the Sponsor. (See "Re-
demption")
THE TRUST
General. The Trust is one of a series of similar but separate
unit investment trusts created 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 Inves-
tors Bank & Trust Company and The First National Bank of Chicago
as Co-Trustees (the "Co-Trustees" or the "Trustee"). The objective
of the Trust is preservation of capital and capital appreciation
through an investment in Treasury Obligations and Growth Stocks.
2
<PAGE>
The Treasury Obligations consist of U.S. Treasury obligations
which have been stripped of their unmatured interest coupons or
interest coupons stripped from the U.S. Treasury Obligations. The
obligor with respect to the Treasury Obligations is the United States
Government. U.S. Government backed obligations are considered the
safest investment.
The effect of owning deep discount bonds which do not make
current interest payments (such as the Treasury Obligations) is that
a fixed yield is earned not only on the original investment but also,
in effect, on all earned discount during the life of the discount
obligation. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest the income on such
obligations at a rate as high as the implicit yield on the discount
obligation, but at the same time eliminates the holder's ability to
reinvest at higher rates in the future. For this reason, Treasury
Obligations are subject to substantially greater price fluctuations
during periods of changing market interest rates than are securities
of comparable quality which pay interest currently.
The Growth Stocks. The Trust also consists of Growth Stocks.
These are equity stocks which, in Sponsor's opinion on the Date of
Deposit, have growth appreciation potential because PaineWebber
believes the Stocks will be the beneficiaries of industrial innovation
as well as global and technological trends over the life of the Trust.
Stocks will not be sold to take advantage of market fluctuations.
The Stocks contained in the Trust are representative of a number of
different industries and the Trust is not considered concentrated in
the Stocks of any particular industry. Although certain Stocks in the
Trust pay dividends, the Stocks were not selected on the basis of
the potential for dividend income but rather on their growth poten-
tial. Dividends, if any, received will be held by the Trustee in
non-interest bearing accounts until distributed to Unitholders on the
next semi-annual Distribution Date and to the extent that funds are
held therein will benefit the Trustee.
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
3
<PAGE>
less risk than common stocks.
*Reference is hereby made to said Trust Indenture and
Agreement and any statements contained herein are qualified
in their entirety by the provisions of said Trust Indenture and
Agreement.
4
<PAGE>
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
Stocks, like the Treasury Obligations, in the Trust may be expected
to fluctuate over the life of the Trust to values higher or lower than
those prevailing on the Date of Deposit. The Stocks may appreciate
or depreciate in value (or pay dividends) depending on the full
range of economic and market influences affecting corporate profit-
ability, the financial condition of issuers and the prices of equity
securities in general and the Stocks in particular. Certain of the
Stocks are American Depositary Receipts (ADRs) which 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 fluctuations in the values of the particular foreign
currency relative to the U.S. dollar. There is no assurance that the
Trusts objective will be achieved. Until distributed, dividends and
principal received upon the sale of Stocks may be reinvested, until
the next applicable distribution date, in current interest-bearing
United States Treasury Obligations. (See Administration of the Trust-
Reinvestment.) (The Treasury Obligations, the current interest-bear-
ing United States Treasury Obligations if any, 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 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
In the opinion of Orrick, Herrington & Sutcliffe, counsel for the
Sponsor, under existing law:
5
<PAGE>
1. The Trust is not an association taxable as a corporation for
Federal income tax purposes. Under the Internal Revenue Code of
1986, as amended (the "Code"), each Unitholder will be treated as
the owner of a pro rata portion of the Trust, and income of the
Trust will be treated as income of the Unitholders.
2. Each Unitholder will have a taxable event when the Trust
disposes of a Security (whether by sale, exchange, redemption, or
payment at maturity), or when the Unitholder redeems or sells its
Units. For purposes of determining gain or loss, the total tax cost of
each Unit to a Unitholder is allocated among each of the Securities
in accordance with the proportion of the Trust comprised by each
Security, to determine the Unitholder's per Unit tax cost for each
Security.
3. The Trust is not an association taxable as a corporation for
New York State income tax purposes. Under New York State law,
each Unitholder will be treated as the owner of a pro rata portion of
the Trust, and income of the Trust will be treated as income of the
Unitholders.
General. Each Unitholder must report on its federal income tax
return a pro rata share of the entire income tax of the Trust, derived
from dividends on Growth Stocks, original issue discount or interest
on Treasury Obligations (the "Treasury Obligations") gains or
losses upon sales of Securities by the Trust and a pro rata share of
expenses of the Trust.
Distributions with respect to Stock, to the extent they do not
exceed current or accumulated earnings and profits of the distribut-
ing corporation, will be treated as dividends to the Unitholders and
will be subject to income tax at ordinary rates. Corporate Unithol-
ders may be entitled to the dividends-received deduction discussed
below.
To the extent distributions with respect to a Stock were to
exceed the issuing corporation's current and accumulated earnings
and profits, they would not constitute dividends. Rather, they would
be treated as a tax free return of capital and would reduce a
Unitholder's tax cost for such Stock. After such tax cost has been
reduced to zero, any additional distributions in excess of current
and accumulated earnings and profits would be taxable as gain
from sale of common stock. This reduction in basis would increase
any gain, or reduce any loss, realized by the Unitholder on any
subsequent sale or other disposition of Units.
A Unitholder who is an individual, estate or trust may be
disallowed certain itemized deductions described in Code section
67, including compensation paid to the Trutee and administrative
expenses of the Trust, to the extent these itemized deductions, in
the aggregate, do not exceed two percent of the Unitholder's
adjusted gross income. Thus, a Unitholder's taxable income from an
investment in Units is likely to exceed amounts distributed since
taxable income would include any accretion of original discount and
amounts that are not distributed to Unitholders but are used by the
Trust to pay expenses.
Original Issue Discount. The Trust will contain principal or
6
<PAGE>
interest portions of stripped "zero-coupon" United States Treasury
Obligations which are treated as bonds that were originally issued at
a discount ("original issue discount"). Original issue discount repre-
sents interest for federal income tax purposes and can generally be
defined as the difference between the price at which a bond was
issued and its stated redemption price at maturity. For purposes of
the preceding sentence, stripped obligations, such as the Treasury
Obligations, which variously consists either of the right to receive
payments of interest or the right to receive payments of principal,
are treated by each successive purchaser as originally issued on
their purchase dates at an issue price equal to their respective
purchase prices thereof. The market value of the Trust assets
comprising the Trust will be provided to a Unitholder upon request
in order to enable the Unitholder to calculate the original issue
discount attributable to each of the Treasury Obligations. Original
issue discount on Treasury Obligations (which were issued or
treated as issued on or after July 2, 1982) is deemed earned in a
geometric progression over the life of such obligation, taking into
account the semi-annual compounding of accrued interest, resulting
in an increasing amount of income in each year. Each Unitholder is
required to include in income each year the amount of original
issue discount which accrues on its pro rata portion of each
Treasury Obligation with original issue discount. The amount of
accrued original issue discount included in income with respect to a
Unitholder's pro rata interest in Treasury Obligations is thereupon
added to the tax cost for such obligations.
Gain or Loss on Sale. If a Unitholder sells or otherwise
disposes of a Unit, the Unitholder generally will recognize gain or
loss in an amount equal to the difference between the amount
realized on the disposition allocable to the Securities and the
Unitholder's adjusted tax bases in the Securities. In general, such
adjusted tax bases will equal the Unitholder's aggregate cost for the
Unit increased by any accrued original issue discount. Such gain or
loss will be capital gain or loss if the Unit and underlying Securities
were held as capital assets, except that such gain will be treated as
ordinary income to the extent of any accrued original issue discount
not previously reported. Each Unitholder will also recognize taxable
gain or loss when all or part of its pro rata portion of a Security is
sold or otherwise disposed of for an amount greater or less than its
per Unit tax cost therefor.
Corporate Dividends Received Deduction. Corporate holders of
Units may be eligible for the dividends-received deduction with
respect to distributions treated as dividends, subject to the limita-
tions provided in Sections 246 and 246A of the Code. The divi-
dends-received deduction generally equals 70 percent of the amount
of the dividend. As a result, the maximum effective tax rate on
dividends received generally will be reduced from 34 percent, the
maximum rate on corporate ordinary income then scheduled to be
in effect, to 10.2 percent. A portion of the dividends-received
deduction may, however, be subject to the alternative minimum tax
and be taxed at a 20 percent effective tax rate. Individuals, partner-
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ships, trusts, S corporations and other entities are not eligible for
the dividends-received deduction.
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 or perjury, IRS Form W-9 (or its
equivalent).
State Taxation and Future Legislation. The foregoing discus-
sion relates only to the Federal income tax consequences with
respect to distributions by the Trust. Unitholders may also be
subject to state and local taxation. Future legislative, judicial or
administrative changes could modify the conclusions expressed
above and could affect the tax consequences to Unitholders. Ac-
cordingly, Unitholders should consult its own tax advisors regarding
questions of Federal, state and local tax consequences to it of
ownership of Units.
Investments 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-deffered
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-deffered retirement plans.
PUBLIC OFFERING OF UNITS
Public Offering Price. The public offering price in the secondary
market will be the Trust Fund Evaluation per Unit next determined
after receipt of a purchase order, determined with respect to the
Treasury Obligations on the bid side of the market, plus the
applicable sales charge. (See "Valuation.")
Sales Charge. Sales charges 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 scales in sales effort and
sales related expenses relating to volume purchases. The sales
charge applicable to volume purchasers of Units is reduced on a
graduated scale for sales to any person of at least $100,000 or
100,000 Units, applied on whichever basis is more favorable to the
purchaser.
Secondary Market From September 30, 1993
Through September 29, 1994
Percent of
Public Percent of
Offering Net Amount
Number of Units* Price Invested
Less than 50,000 4.25 4.44
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50,000 but less than 100,000 4.00 4.17
100,000 but less than 250,000 3.75 3.90
250,000 but less than 500,000 3.25 3.36
500,000 but less than 1,000,000 3.00 3.09
1,000,000 or more 2.75 2.83
*The reduced sales charge is also applied on a dollar price
basis using breakpoints equivalent to $50,000 for 50,000 Units;
$100,000 for 100,000 Units; $250,000 for 250,000 Units; $500,000
Units for 500,000 Units and $1,000,000 for 1,000,000 Units.
Secondary Market Secondary Market on
From September 30, and After
1994
Through September 29, September 30, 1995
1995
Percent of Percent of
Public Percent of Public Percent of
Offering Net Amount Offering Net Amount
Price Invested Price Invested
3.25% 3.36% 2.25% 2.30%
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
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 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 1,000 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
The 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 Corporate Bond Trust (the "Corporate Series"); The PaineWeb-
ber Pathfinder's Trust (the "Pathfinder's Trust"); The Municipal
Bond Trust, Insured Series (the "Insured Series") the PaineWebber
Federal Government Trust, (the "Federal Government Trust") or The
PaineWebber Equity Trust, (the "Equity Trust"), (collectively referred
to as the "Exchange Trusts"), at a Public Offering Price for the
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units of the Exchange Trusts to be acquired based on a reduced
sales charge of $15 per unit or per 1,000 units in the case of a
trust whose units cost approximately one dollar. The purpose of
such reduced sales charge is to permit the Sponsor to pass on to
the Certificateholder who wishes to exchange Units the cost savings
resulting from such exchange 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 Accounts. A Certificateholder who purchased
Units of a series and paid a per Unit or per 1,000 Unit sales charge
that was less than the per Unit or per 1,000 Unit sales charge of
the series of the Exchange Trusts for which such Certificateholder
desires to exchange into, will be allowed to exercise the Exchange
Option at the Unit Offering Price plus the reduced sale charge,
provided the Certificateholder has held the Units for at least five
months. Any such Certificateholder who has not held the Units to
be exchanged for the five-month period will be required to exchange
them at the Unit Offering Price plus a sales charge based on the
greater of the reduced sale 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 Certificateholder 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, but 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," i.e., a Unitholder will recognize a tax
gain or loss which will be of a capital or ordinary income nature
depending upon the length of time he has held his Units and other
factors. 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-
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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
to each series in which he indicated 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 Certificate.
Units of the Exchange Trust will be sold to the Unitholder at a price
based upon the next determined market value of the Securites 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 Certificateholder, who has three
thousand units of a trust with a current price of $1.30 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. In addition to the Exchange Option de-
scribed in this Prospectus, owners of units of any registered unit
investment trust sponsored by another 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 (or 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
exercise this option, the owner should notify his retail broker. He
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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
PaineWebber must certify that the purchase of units of the Ex-
change 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 (or 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 of the prospectus.
Distribution of Units. The minimum purchase in the initial
public offering is 1,000 Units, except that the minimum purchase
250 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 one-half of the highest applicable sales
charge and the dealer concession will be retained by the Sponsor.
In event that the dealer concession is 90% or more of the sales
charge per Unit, dealers taking advantage of such concession 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.
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 Securities to the Sponsor and the
price at which it sells or redeems the Units, which is based on the
value of the Securities, determined by the Trustee as described
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under "Valuation". In maintaining a secondary market for the Units,
the Sponsor may realize profits or sustain losses in the amount of
any differences between the price at which it buys Units and the
price at which it resells or redeems such Units.
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 differences between the price
at which it buys Units and the price at which it resells or redeems
such units.
REDEMPTION
One or more Units represented by a Certificate may be ten-
dered to the Trustee for redemption at its office at One Lincoln
Plaza, 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 the Trustee. Units redeemed by the
Trustee will be cancelled. The Certificate must be properly endorsed
and accompanied by a letter requesting transfer. Unitholders must
sign exactly as their names appear on the face of the Certificate
with the signature guaranteed by an eligible guarantor institution, 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 cor-
porate authority. Unitholders should contact the Trustee to deter-
mine whether additional documents are necessary.
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, determined on the basis of the
current bid prices for the Treasury Obligation plus the market value
for the Stocks by the number of Units outstanding. (See "Valu-
ation.")
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, it is
deemed received on the next business day. The Sponsor may
purchase Units tendered to the Trustee for redemption. During the
period in which the Sponsor maintains a secondary 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 day following such presentation and Unitholders 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 on the seventh calendar day following the
date of tender (or if the seventh calendar day is not a business day
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on the first business day prior thereto).
With respect to cash redemptions, amounts representing in-
come received shall be withdrawn from the Income Account, and, to
the extent such balance is insufficient, from the Capital Account.
The Trustee is empowered, to the extent necessary, to sell Securi-
ties in such manner and as directed by the sponsor which direction
shall be given as to maximize the objectives of the Trust. In the
event that no such direction is given by the Sponsor, the Trustee is
empowered to sell Securities as follows: Treasury Obligations will be
sold so as to maintain the Trust Treasury Obligations in an amount
which, upon maturity, will equal at least $1.00 per Unit outstanding
after giving effect to such redemption and 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 Stock is
distributed, a proportionate amount of 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. Securities will
be valued for this purpose as set forth under "Valuation". A
Unitholder receiving a a redemption "in kind" may incur brokerage
or other transaction costs in converting the Securities distributed
into cash.
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 postponement, or any failure to
suspend or postpone when done in the Trustee's discretion.
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" (1) on each June 30 and December
31 (or the last business day prior thereto), (2) on each business
day as long as the Sponsor is maintaining a bid in the secondary
market, (3) on the business day on which any Unit is tendered for
redemption and (4) on any other day desired by the Sponsor or the
Trustee, by adding (a) the aggregate value of the Securities and
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other assets determined by the Trustee as set forth below and (b)
cash on hand in the Trust, income accrued on the Treasury
Obligations but not distributed or held for distribution and dividends
receivable on Stocks trading ex-dividend (other than any cash held
in any reserve account established under the Indenture) and deduct-
ing therefrom the sum of (x) taxes or other governmental charges
against the Trust not previously deducted and (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 Securities are listed on one
or more national securities exchanges, 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 Securities are listed thereon) (2) if
there is no such appropriate closing sale price on such exchange,
at the mean between the closing bid and asked prices on such
exchange (unless the Trustee deems such price inappropriate as a
basis for evaluation), (3) if the Securities are not so listed or, if so
listed and the principal market therefor is other than on such
exchange or there are no such appropriate closing bid and asked
prices available, such evaluation shall be made by the Trustee in
good faith based on the closing sale price on 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 Securities
in good faith on the bid side of the market or (d) by any
combination thereof.
Treasury Obligations are valued on the basis of bid prices. The
aggregate bid prices of the Treasury Obligations, is the price
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, adjusted
to reflect income accrued.
COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION
VALUE
While the Public Offering Price of Units during the initial
offering period is determined on the basis of current offering prices
of the Treasury Obligations, the Public Offering Price of Units in the
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secondary market and the Redemption Value is determined on the
basis of the current bid prices of the Treasury Obligations. The
Stocks are valued on the same basis for the initial and secondary
markets and for purposes of redemptions. The Public Offering Price
per Unit (which figure includes the sales charge) exceeds the
Redemption Value (see: "Essential Information"). The bid prices of
the Treasury Obligations and Stocks 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 Certificates, the
Indenture and this Prospectus, the initial fees of the Trustee and the
Trustee's counsel, advertising expenses and expenses incurred in
establishment of 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 year. The Sponsor's fee, which is
not to exceed $.00025 per Unit, 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 Pathfinders Trust in any
calendar year exceed the aggregate 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 $.00145 per Unit. In addition,
the regular and recurring expenses of the Trust 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
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
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Trust without gross negligence, bad faith or wilful misconduct on its
part; (6) brokerage commissions in connection with the sale of
Securities; and (7) expenses incurred upon termination of the Trust.
In addition, to the extent then permitted by the Securities and
Exchange Commission, the Trust may incur expenses of maintaining
registration 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 accounts of the Trust shall be audited not less than
annually by independent public accountants selected by the Spon-
sor. The expenses of the audit shall be an expense of the Trust. So
long as the Sponsor maintains a secondary market, the Sponsor will
bear any audit expense which exceeds $.00050 per Unit. Unithol-
ders covered by the audit during the year may receive a copy of the
audited financials upon request.
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. To
the extent that dividends paid with respect to the Stocks 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 and if
Securities have to be sold, Stock will be sold prior to Treasury
Bonds and Stocks having the greatest amount of appreciation will
be sold first.
RIGHTS OF UNITHOLDERS
Ownership of Units is evidenced by registered Certificates ex-
ecuted by the Trustee and the Sponsor. Certificates are transferable
by presentation and surrender to the Trustee at its corporate agency
office properly endorsed and accompanied by a written instrument
or instruments of transfer satisfactory to the Trustee together with
payment of $2.00 if required by the Trustee (or such other amount
as may be specified by the Trustee and approved by the Sponsor),
and taxes or other governmental charges that may be imposed in
connection with the transaction. For new Certificates issued to
replace destroyed, mutilated, stolen or lost Certificates, the Unithol-
der must furnish indemnity 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 distribute any net income and principal re-
ceived quarterly on the Distribution Dates to Unitholders of record
on the preceding Record Date. Long-term capital gains on the sale
of any Securities in the Trust, if any will be distributed annually on
the January Distribution Date to Unitholders of record on the
preceding Record Date. Income with respect to the original issue
discount on the Treasury Obligations will not be distributed although
Unitholders will be subject to tax as if a distribution had occured.
(See "Federal Income Taxes".)
Within a reasonable period after the Trust is terminated, each
Unitholder will, upon surrender of his Certificates for cancellation,
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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 received and interest, if any, accrued on
Securities, proceeds from the sale of Securities or other monies
received by the Trustee on behalf of the Trust shall be held in trust
in non-interest bearing accounts until required to be disbursed.
The Trustee will credit on its books to an Income Account any
dividends (except stock dividends) and interest, if any, accrued by
the Trust. All other receipts (i.e. return of principal, stock dividends,
if any, 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 the distribution of income from the
Trust, Unitholders will be furnished with a statement setting forth
the amount being distributed from each account.
Pursuant to the Indenture, the Trustee is required to keep
proper books of record and account of all transactions relating to
the Trust at its office. Such records will include the name and
address of every Unitholder, a list of the Certificate numbers and
the number of Units of each Certificate issued to Unitholders. The
Trustee is also required to keep a certified copy or duplicate original
of the Indenture and a current list of Securities held in the Trust on
file at its office which will be open to inspection by any Unitholder
at reasonable times during usual business hours.
Within a reasonable period of time after the end of each
calendar year, the Trustee will furnish each person who was a
Unitholder at any time during the calendar year an annual 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 such year in the Income and Capital
Accounts and any Reserves; (2) any Securities sold during the year
and the Securities held at the end of such year; (3) the Trust Fund
Evaluation per Unit, based upon a computation thereof on the 31st
day of December of such year (or the last business day prior
thereto); and (4) amount distributed to Unitholders during such
year.
18
<PAGE>
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 antici-
pated dividends or interest;
(2) upon the institution of materially adverse action or pro-
ceeding at law or in equity seeking to restrain or enjoin the
declaration or payment of dividends or interest on any such
Securities or the existence of any other materially adverse legal
question or impediment affecting such Securities or the declara-
tion or payment of dividends or interest 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 contin-
gently the declaration or payment of dividends or interest on
the 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
outstanding securities of the issuer or the guarantor of such
securities which might materially and adversely, either imme-
diately or contingently, affect the declaration or payment of
dividends or interest on the Securities; or
(5) upon the occurrence of any materially adverse credit
factors, that in the opinion of the Sponsor, make the retention
of such Securities detrimental to the interest of the Unitholders.
(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 Sponsors internal rating of the
Security; or
(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.
The Trustee may dispose of Securities where necessary to pay
Trust expenses or to satisfy redemption requests as directed by the
Sponsor and in a manner necessary to maximize the objectives of
the Trust, or if not so directed in its own discretion, provided
however, that Treasury Obligations will be sold so as to maintain in
the Trust Treasury Obligations in an amount which, upon maturity,
will equal at least $1.00 per Unit outstanding after giving effect to
such redemption and Stocks having the greatest appreciation shall
be sold first.
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
19
<PAGE>
as will not adversely affect the interest of the Unitholders; provided,
however, that after the deposit of the Securities the Indenture may
not be amended to increase the number of Units issued thereunder
or to permit the deposit or acquisition of securities either in addition
to or in substitution for any of the Securities initially deposited in
the Trust.
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 respresented 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 within 15
days after the maturity of the Treasury Obligations held in the Trust.
If the value of the Trust as shown by any evaluation is less than
twenty per cent (20%) of the market value of the Securities on the
Date of Deposit, 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 Termination Date.
As directed by the Sponsor, approximately 30 days prior to the
maturity of the Treasury Obligations, the Trustee will begin to sell
the Stocks held in the Trust. Stocks having the greatest amount of
capital appreciation will be sold first. Upon termination of the Trust,
the Trustee will sell any Stocks then remaining in the Trust and will
then, after deduction of any fees and expenses of the Trust and
payment into the Reserve Account of any amount required for taxes
or other governmental charges that may be payable by the Trust,
distribute to each Unitholder, upon surrender for cancellation of his
Certificate after due notice of such termination, such Unitholder's
pro rata share in the Income and Capital Accounts. Monies held
upon the sale of Securities will be held in non-interest bearing
accounts created by the Indenture until distributed and will be of
benefit to the Trustee. The sale of Stocks 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 the 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
20
<PAGE>
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 a commodity brokerage business as well
as undewriting 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 judgement, but will be liable only for its own wilful
misfeasance, bad faith, gross negligence or wilful 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.
CO-TRUSTEES
The Co-Trustees are The First National Bank of Chicago, a
national bank association with its corporate trust office at One First
National Plaza, Suite 0126, Chicago, Illinois 60670-0126 (which 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 Governers of the Federal Reserve Sys-
tem).
The Indenture provides that the Co-Trustees 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
21
<PAGE>
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
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 admin-
istration of the Trust, including the costs and expenses (including
counsel fees) of defending itself against any claim of liability.
INDEPENDENT AUDITORS
The financial statements, including the schedule of investments,
of the Trust in this prospectus have been audited by Ernst & Young
LLP and have been included in reliance on the 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,
as counsel for the Sponsor.
22
<PAGE>
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
As of August 31, 1994
Sponsor: PaineWebber Incorporated
Co-Trustees: Investors Bank & Trust Co.
The First National Bank of Chicago
Date of Deposit: September 29, 1992
<S> <C>
Aggregate Market Value of Securities in Trust: $16,946,678
Number of Units: 15,700,000
Minimum Purchase
250 units for Individual Retirement Accounts
1,000 units for all else
Fractional Undivided Interest in the Trust Represented by
Each Unit: 1/15,700,000th
Calculation of Public Offering Price Per 1,000 Units
Value of Net Assets in Trust $16,966,050
Divided by 15,700,000 Units (multiplied by 1,000 units) $1,080.64
Plus Sales Charge of 4.25% of Public Offering Price
(4.44% of net amount invested) $ 47.96
Public Offering Price per 1,000 Units $1,128.60
Redemption Value per 1,000 units $1,080.64
Excess of Public Offering Price per 1,000 units $ 47.96
Sponsor's Repurchase Price per 1,000 units $1,080.64
Excess of Public Offering Price over Sponsor's Repurchase per 1,000
units $ 47.96
Evaluation Time: 4 P.M. N.Y. Time.
Distribution Date*: Quarterly on January 20, April 20,
July 20, and October 20
Record Date: March 31, June 30, September 30
and December 31
Mandatory Termination Date: June 1, 2002 (15 days after matur-
ity of the Treasury Obligations).
Discretionary Liquidation Amount: 20% of the value of the Securities
on the Date of Deposit.
Estimated Expenses of the Trust**: $.0021 per Unit
*See "Distributions".
**See "Expenses of Trust". Estimated dividends from the Growth Stock, based upon last dividends actually paid,
are expected by the Sponsor to be sufficient to pay Estimated Expenses of the Trust.
</TABLE>
<PAGE>
<TABLE>
REPORT OF INDEPENDENT AUDITORS
<C> <S>
THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE PAINEWEBBER PATHFINDERS TRUST, TREASURY AND GROWTH STOCK SERIES THIRTEEN:
We have audited the accompanying statement of financial condition, including the schedule of investments, of
The PaineWebber Pathfinders Trust, Treasury and Growth Stock Series Thirteen as of August 31, 1994 and the
related statements of operations and changes in net assets for the year then ended and for the period from
September 29, 1992 (date of deposit) to August 31, 1993. These financial statements are the responsibility of the
Co-Trustees. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 August
31, 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 audits provide 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 Pathfinders Trust, Treasury and Growth Stock Series Thirteen at August 31, 1994 and
the results of its operations and changes in its net assets for the year then ended and for the period from
September 29, 1992 (date of deposit) to August 31, 1993, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
New York, New York
November 1, 1994
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
STATEMENT OF FINANCIAL CONDITION
<CAPTION>
AUGUST 31, 1994
ASSETS
<S> <C>
Treasury Obligation - at market value (Cost $9,194,250) (note A and note 1 to
schedule of investments) $ 9,097,506
Common Stock - at market value (Cost $7,017,139)
(note 1 to schedule of investments) 7,849,172
Accounts receivable-securities sold 108,385
Accrued dividends receivable 11,983
Cash 17,885
Total Assets $ 17,084,931
LIABILITIES AND NET ASSETS
Accounts payable-units redeemed $ 107,720
Accrued expenses payable 11,160
Total Liabilities 118,880
Net Assets (15,700,000 units of fractional undivided interest outstanding):
Cost of 23,100,000 units at date of deposit (note B) 23,412,415
Less sales charge (note C) (1,112,090)
Net amount applicable to investors 22,300,325
Increase from bond accretion 1,328,733
Value of 7,400,000 Units at date of redemption (note F) (7,960,050)
Undistributed realized gains 544,547
Unrealized gains (note D) 735,289
Net Capital applicable to unitholders 16,948,844
Undistributed investment income including accretion
on Treasury Obligation (note A) 17,207
Net assets 16,966,051
Total liabilities and net assets $17,084,931
Net Asset Value per 1,000 units $1,080.64
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
STATEMENT OF OPERATIONS
<CAPTION>
September
29, 1992
(date of
Year Ended deposit) to
August 31, August 31,
1994 1993
<S> <C> <C>
Operations:
Investment income:
Accretion on Treasury Obligation $694,770 $633,963
Dividend Income 163,646 148,653
Total Investment Income 858,416 782,616
Less expenses:
Trustee's fees, expenses and evaluator's expense 45,052 45,580
Total expenses 45,052 45,580
Investment income-net 813,364 737,036
Realized and unrealized gain (loss) on investments-net:
Net realized gain on securities transactions 421,623 122,924
Net change in unrealized market appreciation (depreciation) (1,323,173) 2,058,462
Net gain (loss) on investments (901,550) 2,181,386
Net increase (decrease) in net assets resulting from oper- ($88,186) $2,918,422
ations
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
September
29, 1992
(date of
Year Ended deposit) to
August 31, August 31,
1994 1993
<S> <C> <C>
Operations:
Investment income--net $813,364 $737,036
Net realized gain on securities transactions 421,623 122,924
Net change in unrealized market appreciation (depreciation) (1,323,173) 2,058,462
Net increase (decrease) in net assets resulting from oper- (88,186) 2,918,422
ations
Less: Distributions to Unitholders (Note E)
Investment income - net 114,230 90,720
Total Distributions 114,230 90,720
Less: Units Redeemed by Unitholders (Note F)
Value of units at date of redemption 5,442,646 2,251,974
Undistributed accretion at date of redemption 227,094 38,336
Undistributed income at date of redemption 2,940 1,460
Total Redemptions 5,672,680 2,291,770
Increase (decrease) in net assets (5,875,096) 535,932
Net Assets:
Beginning of Period 22,841,147 5,715,000
Supplemental Deposits --- 16,590,215
End of Period $16,966,051 $22,841,147
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
NOTES TO FINANCIAL STATEMENTS
August 31, 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. The original issue discount on the Treasury
Obligation is accreted on a level yield basis. The amount of discount included in the cost of the Treasury Obligation
held as of August 31, 1994 is $1,063,303.
(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 of the Public Offering Price per Unit is computed on the basis set forth under "Public Offering
of Units - Sales Charge and Volume Discount".
(D) At August 31, 1994, the gross unrealized market appreciation was $1,103,236 and the gross unrealized
market depreciation was ($367,947). The net unrealized market appreciation was $735,289.
(E) Regular distributions of net income, excluding accretion income and principal receipts not used for
redemption of units are made quarterly. Special distributions may be made when the Sponsor and Co-Trustees deem
necessary. Income with respect to the accretion of original issue discount is not distributed although the unitholder
is subject to tax, where applicable, as if the distribution had occurred. Accretion income earned by the Trust
increases a unitholder's cost basis in the underlying security.
(F) The following units were redeemed with proceeds of securities sold as follows:
<CAPTION>
September
29, 1992
(date of
Year Ended deposit) to
August 31, August 31,
1994 1993
<S> <C> <C>
Number of units redeemed 5,200,000 2,200,000
Redemption amount $5,672,680 $2,291,770
The following units were sold through supplemental deposits:
Number of units sold --- 17,100,000
Value of amount, net of sales charge --- $16,590,215
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
SCHEDULE OF INVESTMENTS
<CAPTION>
As of August 31, 1994
TREASURY OBLIGATIONS
Name of Security Coupon Maturity Value Maturity Date Market Value(1)
<C> <C> <C> <C>
U.S. Treasury Interest
Payments (2) (53.7%) 0% $15,700,000 05/15/2002 $9,097,506
COMMON STOCKS (46.3%)
Name of Issuer Number of Shares Market Value (1)
Automobile Parts(2.8%)
Allen Group Inc. 23,851 $ 471,057
Beverages (5.0%)
Anheuser-Busch Companies, Inc. 5,182 282,419
Coca-Cola Co. 6,911 317,906
PepsiCo Inc. 7,532 249,497
Chemicals: (5.9%)
Dow Chemical Co. 5,025 377,503
Great Lakes Chemical Corp. 4,084 246,061
PPG Industries, Inc. 9,102 378,871
Construction Materials: (1.8%)
Owens-Corning Fiberglas Corp.* 8,784 312,930
Electrical Equipment (2.1%)
General Electric 7,219 359,145
Entertainment: (1.9%)
Walt Disney Co. 7,694 316,416
Hospital Supply: (3.5%)
Abbott Laboratories 10,032 300,960
Medtronic Inc. 2,981 294,374
Household Products: (2.1%)
Procter & Gamble Co. 5,805 353,379
Machinery: (2.4%)
Allied-Signal Inc. 10,673 398,903
Oil Service: (1.4%)
Schlumberger, Ltd. 4,223 240,711
Pharmaceuticals: (5.0%)
Bristol-Myers Squibb Co. 4,399 252,943
Merck & Co., Inc. 6,597 225,123
Scherer, (R.P.) Corp.* 9,097 368,429
Retailing: (2.4%)
Staples, Inc.* 13,167 404,885
Telecommunications: (4.5%)
American Telephone & Telegraph 6,441 352,645
Co.
Telefonos de Mexico, S.A.** 6,591 413,585
(CONTINUED)
</TABLE>
<PAGE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
SCHEDULE OF INVESTMENTS
<CAPTION>
As of August 31, 1994
<C> <C> <C>
COMMON STOCKS (46.3%)
Name of Issuer Number of Shares Market Value (1)
Tire and Rubber: (2.1%)
Goodyear Tire & Rubber Co. 10,049 $351,715
Tobacco (1.2%)
Philip Morris Companies, Inc. 3,287 200,507
Transportation: (2.2%)
Burlington Northern, Inc. 7,223 379,208
TOTAL COMMON STOCKS $7,849,172
TOTAL INVESTMENTS $16,946,678
(1) Valuation of Securities by the Co-Trustees was made as described in "Valuation".
(2)This security does not pay current interest. On the maturity date thereof, the entire maturity value becomes
due and payable. Generally, a fixed yield is earned on such security which takes into account the semi-annual
compounding of accrued interest. (See "The Trust" and "Federal Income Taxes" herein).
*Non-Income producing.
** American Depositary Receipts.
</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, 1993 and March 31, 1994
incorporated by reference to Form 10-k and
Form 10-Q (File No. 1-7367) filed on March 31,
1994 and May 15, 1994, respectively.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, PaineWebber Pathfinders Trust
Treasury and Growth Stock Series 13 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 9th day of November, 1994.
PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 13
(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 9th day of November, 1994.
PAINEWEBBER INCORPORATED
Name Office
Donald B. Marron Chairman, Chief Executive Officer,
Director & Member of the Executive
Committee *
Paul B. Guenther President, Director and Member of the
Executive Committee *
Regina A. Dolan Senior Vice President, Chief Financial Officer
and Director *
Joseph J. Grano, Jr. President, Retail Sale & Marketing,
Director and Member of the Executive
Committee *
Lee Fensterstock Executive Vice President, Director and
Member of the Executive Committee *
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
Statement for File No. 33-19786.
<PAGE>
<PAGE>
November 9, 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
Pathfinders Trust Treasury and Growth Stock Series 13 (hereinafter
referred to as the "Trust"). The Depositor seeks by means of
Post-Effective Amendment No. 2 to register for reoffering 8,920,000
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. 2 to the Registration Statement on
Form S-6 (File No. 33-43480) 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. 881-4158), as amended;
(h) The prospectus included in the Amendment (the "Prospectus");
(i) The Standard Terms and Conditions of the Trust dated as of
September 1, 1990, as amended, among the Depositor, and
Investors Bank & Trust Company and The First National Bank of
Chicago (the "Co-Trustees"), as successor Trustee, (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
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<NUMBER> 13
<NAME> PATHFINDERS TRUST TREASURY AND GROWTH STOCK
<MULTIPLIER> 1
<CURRENCY> U.S.Dollars
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> AUG-31-1994 AUG-31-1993
<PERIOD-START> SEP-01-1993 SEP-29-1992
<PERIOD-END> AUG-31-1994 AUG-31-1993
<EXCHANGE-RATE> 1 1
<INVESTMENTS-AT-COST> 16,211,389 0
<INVESTMENTS-AT-VALUE> 16,946,678 0
<RECEIVABLES> 120,368 0
<ASSETS-OTHER> 17,885 0
<OTHER-ITEMS-ASSETS> 0 0
<TOTAL-ASSETS> 17,084,931 0
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<SENIOR-LONG-TERM-DEBT> 0 0
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<SHARES-COMMON-STOCK> 15,700,000 0
<SHARES-COMMON-PRIOR> 20,900,000 0
<ACCUMULATED-NII-CURRENT> 17,207 0
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 0 0
<OVERDISTRIBUTION-GAINS> 0 0
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<DIVIDEND-INCOME> 0 0
<INTEREST-INCOME> 694,770 633,963
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<EXPENSES-NET> 45,052 45,580
<NET-INVESTMENT-INCOME> 813,364 737,036
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<NET-CHANGE-FROM-OPS> (88,186) 2,918,422
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> 114,230 90,720
<DISTRIBUTIONS-OF-GAINS> 0 0
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 0 0
<NUMBER-OF-SHARES-REDEEMED> 5,200,000 2,200,000
<SHARES-REINVESTED> 0 0
<NET-CHANGE-IN-ASSETS> (5,875,096) 535,932
<ACCUMULATED-NII-PRIOR> 0 0
<ACCUMULATED-GAINS-PRIOR> 0 0
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 0 0
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 0 0
<AVERAGE-NET-ASSETS> 0 0
<PER-SHARE-NAV-BEGIN> 0 0
<PER-SHARE-NII> 0 0
<PER-SHARE-GAIN-APPREC> 0 0
<PER-SHARE-DIVIDEND> 0 0
<PER-SHARE-DISTRIBUTIONS> 0 0
<RETURNS-OF-CAPITAL> 0 0
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<EXPENSE-RATIO> 0 0
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
<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
Pathfinders Trust Treasury and Growth Stock Series 13.
/s/ ERNST & YOUNG LLP
New York, New York
November 9, 1994
