File No. 33-43480
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 5
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 24, 1997) pursuant to
paragraph
(b) of Rule 485.
E. Title and amount of securities being registered:
16,913,740 Units
F. Proposed maximum offering price to the public of the securities being
registered:
$29,269,227.07**
* Estimated solely for the purpose of calculating the registration fee, at
$1.73 per unit.
G. Amount of filing fee, computed at one-thirty-third 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 1996 is 16,723,058.
There
have been no previous filings of post-effective amendments during the
current fiscal year 16,723,058 redeemed or repurchased units are being
used
to reduce the filing fee for this amendment.
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.
(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.
(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.
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.
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.
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.
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.
PaineWebber Pathfinders Trust
Treasury and Growth Stock Series Thirteen
A "Unit Investment Trust"
7,500,000 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 Initial
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
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE INITIAL PUBLIC OFFERING OF UNITS IN THE TRUST
HAS BEEN COMPLETED. THE UNITS OFFERED HEREBY ARE
ISSUED AND OUTSTANDING UNITS WHICH HAVE BEEN
ACQUIRED BY THE SPONSOR EITHER BY PURCHASE FROM
THE TRUSTEE OF UNITS TENDERED FOR REDEMPTION OR IN
THE SECONDARY MARKET.
SPONSOR:
PaineWebber
Incorporated
Read and retain this prospectus for future
reference.
Prospectus dated November 24, 1997
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 "Stock") having, in the
Sponsor's opinion on the Initial Date of Deposit,
potential for capital appreciation (collectively,
the "Securities"). The Treasury Obligation which
matures on May 15, 2002 represents approximately
44.47% of the aggregate market value of the Trust
portfolio and the Growth Stocks represent
approximately 55.53% of the aggregate market value
of the Trust portfolio. Because the maturity value
of the Treasury Obligations is backed by the full
faith and credit of the United States, the Sponsor
believes that the Trust provides an attractive
combination 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 Mandatory
Termination Date for purchasers on the Initial
Date of Deposit (see "Essential Information --
Distributions"). For purchasers after the Initial
Date of Deposit, the Treasury Obligations will
provide a degree of principal protection. There-
fore, even if the Stocks are valueless upon
termination of the Trust, and if the Treasury
Obligations are held until their maturity,
purchasers on the Initial Date of Deposit will
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
Treasury Obligations may appreciate or depreciate
in value depending upon economic and market
conditions. The Stock may appreciate or depreciate
in value (or pay dividends) depending on the full
range of economic and market influences affecting
corporate profitability, the financial condition
of issuers and the prices of equity securities in
general and the Stock 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 Units outstanding and
then adding a sales charge which is currently
2.25% of the Public Offering Price (2.30% 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 annu-
ally. 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 termination 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 Initial Date of Deposit and unless
the Treasury Obligations in proportion to the
Units outstanding remain in the Trust, total dis-
tributions, 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 "Redemption")
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
Initial Date of Deposit, between PaineWebber In-
corporated, as Sponsor and Investors Bank & Trust
Company and The First National Bank of Chicago as
Co-Trustees
________________
* 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.
(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.
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 Initial 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 in-
dustry. 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 potential. 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.
Special Considerations. Investors should note
that the Trust contains stock issued by AT&T
Corporation ("AT&T"). The company has restructured
by dividing AT&T Corporation into three separate
companies under different management. As of
September 30, 1996, the company spun off Lucent
Technologies and as of December 31, 1996, the com-
pany spun off NCR Corporation. The Trust has
received shares of each of the newly created
companies. It is the current intention of the
Trust to retain such shares of the newly created
companies in the Trust Portfolio.
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. Dividends on cumulative preferred
stock must be paid before any dividends are paid
on common stock. Preferred stocks are also
entitled to rights on liquidation which are senior
to those of common stocks. For these reasons,
preferred stocks generally entail less risk than
common stocks.
Common stocks do not represent an obligation of
the issuer. Therefore they do not offer any
assurance of income or provide the degree of
protection of debt securities. The issuance of
debt securities or even preferred stock by an is-
suer 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
Initial 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 profitability, 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, repre-
sent 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 Trust's
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-bearing
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 Carter, Ledyard & Milburn,
counsel for the Sponsor, under existing law:
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 sells its Units or redeems its
Units for cash.
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 the income of the
Trust will be treated as income of the
Unitholders.
The following general discussion of the federal
income tax treatment of an investment in Units of
the Trust is based on the Code and Treasury
regulations promulgated thereunder as in effect on
the date of this Prospectus. The federal income
tax treatment applicable to a Unitholder may
depend upon the Unitholder's particular tax
circumstances. The tax treatment of non U.S.
investors is not addressed. Future legislative,
judicial or administrative changes could modify
the statements below and could affect the tax
consequences to Unitholders. Accordingly, each
Unitholder is advised to consult its own tax
advisor concerning the effect of an investment in
Units.
General. 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 initial per Unit tax cost for each Security.
Each Unitholder must report on its federal income
tax return a pro rata share of the entire income
of the Trust, derived from dividends on Stocks,
original issue discount or interest on Treasury
Obligations, gains or losses upon sales of
Securities by the Trust and a pro rata share of
the expenses of the Trust. Unitholders should
note that their taxable income from an investment
in Units will exceed cash distributions because
taxable income will include accretions of original
issue discount on the Treasury Obligations.
Distributions with respect to Stock, to the
extent they do not exceed current or accumulated
earnings and profits of the distributing
corporation, will be treated as dividends to the
Unitholders and will be subject to income tax at
ordinary rates. Corporate Unitholders 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 basis for such
Stock. This reduction in basis would in effect
increase any gain, or reduce any loss, realized by
the Unitholder on any subsequent sale or other
disposition of Units. After 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
Stock.
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 Trustee 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 may exceed amounts distributed to the extent
amounts are used by the Trust to pay expenses.
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
limitations provided in Section 246 and 246A of
the Code. The dividends-received deduction
generally equals 70 percent of the amount of the
dividend. The alternative minimum tax may have
the effect of reducing the benefit of the
deduction. Individuals, partnerships, trusts, S
corporations and certain other entities are not
eligible for the dividends-received deduction.
Unitholders will be taxed in the manner described
above regardless of whether distributions from the
Trust are actually received by the Unitholder or
are reinvested pursuant to the reinvestment plan.
Original Issue Discount. The Trust will contain
principal or 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 represents 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 consist
either of the right to receive payments of
interest or the right to receive payments of
principal, are treated by each successive pur-
chaser 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 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 over the life of such
obligation, taking into account the compounding of
accrued interest at least annually, 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 which (with respect to such Unitholder)
has original issue discount. The amount of
accrued original issue discount included in income
with respect to a Unitholder's 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 generally
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.
Long-term capital gains of individuals are
generally taxed at a minimum federal rate of 28%.
Under the recently enacted Taxpayer relief Act of
1997, Unitholders who are individuals and have
held their Units for more than 18 months may be
entitled to a more favorable federal tax rate
(generally, 20%, but 10% for individuals otherwise
in the 15% bracket) for gains from the sale of
these Units. Prior to the issuance of relevant
regulations, it is not certain whether or how this
more favorable federal tax rate will be available
with respect to capital gain dividends paid by the
Trust. Unitholders should consult their own tax
advisers in this regard.
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 may apply to
certain distributions of the Trust unless the
Unitholder properly completes and files, under
penalties of perjury, IRS Form W-9 (or its
equivalent).
The foregoing discussion is a general summary and
relates only to certain aspects of the federal
income tax consequences of an investment in the
Trust. Unitholders, may also be subject to state
and local taxation. Each Unitholder should
consult its own tax advisor regarding the federal,
state and local tax consequences to it of
ownership of Units.
Investment in the Trust may be suited for
purchase by funds and accounts of individual
investors that are exempt from federal income
taxes such as Individual Retirement Accounts, tax-
qualified retirement plans including Keogh Plans,
and other tax-deferred retirement plans.
Unitholders desiring to purchase Units for tax-
deferred plans and IRA's should consult their
PaineWebber Investment Executive for details on
establishing such accounts. Units may also be
purchased by persons who already have self-
directed accounts established under tax-deferred
retirement plans.
PUBLIC OFFERING OF UNITS
Public Offering Price. The public offering price
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
Percent of
Public Percent of
Offering Net Amount
Price Invested
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 PaineWebber 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 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
Unitholder. 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 Unitholders. 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 Securities in the
Exchange Trust plus the reduced sales charge.
Exchange transactions 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 described 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 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 Exchange Trust is
being made pursuant to and is eligible for the
Conversion Option. The dealer will be entitled to
two thirds of the applicable reduced sales charge.
The Sponsor reserves the right to modify, suspend
or terminate the Conversion Option at any time
without further notice, including the right to
increase the reduced sales charge applicable to
this option (but not in excess of $5 more per Unit
(or per 100 Units or per 1,000 Units, as applica-
ble) 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 Retirement
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 un-
der "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
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 tendered to the Trustee for redemption at
its office at Hancock Towers, 200 Clarendon
Street, Boston, MA 02116 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 canceled. The
Certificate must be properly endorsed and accom-
panied 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 corporate
authority. Unitholders should contact the Trustee
to determine 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
"Valuation.")
A redemption request is deemed received on the
business day (See "Valuation" for a definition of
business day) when such request is received prior
to 4:00 p.m. If it is received after 4:00, 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 on the first business day prior thereto).
With respect to cash redemptions, amounts
representing income 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 Securities 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 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 "Summary 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 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 deducting 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 birthday, 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 securities; or by appraisal; or by any
combination of the above, adjusted to reflect in-
come 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 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 are
estimated to be $.00152 per Unit annually which
include, but are not limited to certain mailing,
printing and audit expenses. Expenses in excess of
this estimate will be borne by the Trust. The
Trustee could also benefit to the extent that it
may hold funds in non-interest bearing accounts
created by the Indenture.
The Sponsor's fee and Trustee's fee may be
increased without approval of the Unitholders by
an amount not exceeding a proportionate increase
in the category entitled "All Services Less Rent"
in the Consumer Price Index published by the
United States Department 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 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 se-
curities 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 Sponsor. 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. Unitholders 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 authorized 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 executed by the Trustee and the
Sponsor. Certificates are transferable by
presentation and surrender to the Trustee at its
corporate agency office properly endorsed and ac-
companied 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
Unitholder 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 received 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 occurred.
(See "Federal Income Taxes".)
Within a reasonable period after the Trust is
terminated, each Unitholder will, upon surrender
of his Certificates for cancellation, 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.
Portfolio Supervision. The portfolio of the Trust
is not "managed" by the Sponsor or the Trustee;
their activities described herein are governed
solely by the provisions of the Indenture. The
Indenture provides that the Sponsor may (but need
not) direct the Trustee to dispose of a Security:
(1) upon the failure of the issuer to declare or
pay anticipated dividends or interest;
(2) upon the institution of materially adverse
action or proceeding 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 declaration 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 contingently 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 immediately
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 Sponsor's 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 Sponsor without the consent of any of the
Unitholders to cure any ambiguity or to correct or
supplement any provision thereof which may be
defective or inconsistent or to make such other
provisions as will not adversely affect the
interest of the Unitholders; 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 represented by a Unit or
(2) reduce the percentage of Unitholders required
to consent to any such amendment, without the
consent of all Unitholders.
The Trustee will promptly notify Unitholders of
the substance of any amendment affecting
Unitholders rights or their interest in the Trust.
TERMINATION OF THE TRUST
The Indenture provides that the Trust will
terminate 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 Initial 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 Uni-
tholders 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 organized under the laws of the State
of Delaware. The Sponsor is a member firm of the
New York Stock Exchange, Inc. as well as other
major securities and commodities exchanges and is
a member of the National Association of Securities
Dealers Inc. The Sponsor is engaged in a security
and a commodity brokerage business as well as
underwriting and distributing new issues. The
Sponsor also acts as a dealer in unlisted
securities and municipal bonds and in addition to
participating as a member of various selling
groups or as an agent of other investment
companies, executes orders on behalf of investment
companies for the purchase and sale of securities
of such companies and sells securities to such
companies in its capacity as a broker or dealer in
securities.
The Indenture provides that the Sponsor will not
be liable to the Trustee, any of the Trusts or to
the Unitholders for taking any action or for
refraining from taking any action made in good
faith or for errors in judgment, but will be
liable only for its own 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 Company, a Massachusetts trust company
with its office at Hancock Towers, 200 Clarendon
Street, Boston, Massachusetts 02116, telephone no.
1-800-356-2754 (which is subject to supervision by
the Massachusetts Commissioner of banks, the
federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System).
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 misconduct,
nor will the Trustee be liable or responsible in
any way for depreciation or loss incurred by
reason of the sale by the Trustee of any
Securities in the Trust. In the event of the
failure of the Sponsor to act, the Trustee may act
and will not be liable for any 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 with-
out gross negligence, bad faith or willful
misconduct on its part, arising out of or in
connection with its acceptance or administration
of the Trust, including the costs and expenses
(including counsel fees) of defending itself
against any claim of liability.
INDEPENDENT AUDITORS
The 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 Carter, Ledyard & Milburn, 2 Wall
Street, New York, as counsel for the Sponsor.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
As of August 31, 1997
Sponsor: PaineWebber Incorporated
Co-Trustees: Investors Bank & Trust Co. and
The First National Bank of Chicago
Initial Date of Deposit: September 29, 1992
<S> <C>
Aggregate Market Value of Securities in Trust: $12,644,612
Number of Units: 7,500,000
Minimum Purchase
250 units for Individual Retirement Accounts
1,000 units for all else
Fractional Undivided Interest in the Trust Represented by
Each Unit: 1/7,500,000th
Calculation of Public Offering Price Per Unit:
Value of Net Assets in Trust $12,658,269
Divided by 7,500,000 Units $1.6878
Plus Sales Charge of 2.25% of Public Offering Price
(2.30% of net amount invested) $.0388
Public Offering Price per Unit $1.7266
Redemption Value per Unit $1.6878
Excess of Public Offering Price over Redemption Value per Unit: $.0388
Sponsor's Repurchase Price per Unit $1.6878
Excess of Public Offering over Sponsor's Repurchase Price per Unit: $.0388
Evaluation Time: 4 P.M. New York Time
Distribution Dates*: 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
maturity of the Treasury Obligations).
Discretionary Liquidation Amount: 20% of the value of the Securities
upon completion of the deposit of
the Securities
Estimated Expenses of the Trust * *: $.00322 per Unit
* See " Distributions "
* * See " Expenses of Trust ". Estimated
dividends from the Growth Stocks, based upon last
dividends
actually paid, are expected by the Sponsor to
be sufficient to pay Estimated Expenses of the
Trust.
</TABLE>
<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, 1997 and the related statements of
operations and changes in net assets for each of
the three years in the period then ended. 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, 1997, 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, 1997 and the results
of its operations and changes in its net assets
for each of the three years in the period then
ended, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
New York, New York
November 14, 1997
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
STATEMENT OF FINANCIAL CONDITION
August 31, 1997
<CAPTION>
ASSETS
<S> <C> <C>
Treasury Obligation - at market value (Cost $5,405,952)
(note A and note 1 to schedule of investments) $5,622,817
Common Stock - at market value (Cost $3,345,010)
(note 1 to schedule of investments) 7,021,795
Accrued dividends receivable 5,680
Cash 21,762
Total Assets $12,672,054
LIABILITIES AND NET ASSETS
Accrued expenses payable $13,785
Total Liabilities 13,785
Net Assets (7,500,000 units of fractional undivided interest outstanding):
Cost to investors (note B) 8,952,391
Less gross underwriting commissions (note C) (201,429)
8,750,962
Net unrealized market appreciation (note D) 3,893,650
Net amount applicable to unitholders 12,644,612
Undistributed investment income-net 12,049
Undistributed proceeds from securities sold 1,608
Net assets 12,658,269
Total liabilities and net assets $12,672,054
Net Asset Value per unit $1.69
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
STATEMENT OF OPERATIONS
<CAPTION>
Year Ended Year Ended Year Ended
August 31, August 31, August 31,
1997 1996 1995
<S> <C> <C> <C>
Operations:
Investment income:
Accretion on Treasury Obligation $435,567 $511,539 $590,985
Dividend Income 111,308 125,988 144,995
Total investment income 546,875 637,527 735,980
Less expenses:
Trustee's fees, evaluator's expense and other
expenses 29,124 33,144 38,025
Total expenses 29,124 33,144 38,025
Investment income-net 517,751 604,383 697,955
Realized and unrealized gain on investments-net:
Net realized gain on securities transactions 1,198,724 638,966 289,744
Net change in unrealized market appreciation 1,186,867 94,918 1,876,577
Net gain on investments 2,385,591 733,884 2,166,321
Net increase in net assets resulting from operations $2,903,342 $1,338,267 $2,864,276
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
Year Ended Year Ended Year Ended
August 31, August 31, August 31,
1997 1996 1995
<S> <C> <C> <C>
Operations:
Investment income-net $517,751 $604,383 $697,955
Net realized gain on securities transactions 1,198,724 638,966 289,744
Net change in unrealized market appreciation 1,186,867 94,918 1,876,577
Net increase in net assets resulting from operations 2,903,342 1,338,267 2,864,276
Less: Distributions to Unitholders (Note E)
Investment income-net 77,304 92,583 108,300
Total Distributions 77,304 92,583 108,300
Less: Units Redeemed by Unitholders (Note F)
Value of units at date of redemption 3,780,233 2,857,526 3,483,511
Accrued dividends at date of redemption 510,677 317,914 176,649
Accreted discount at date of redemption 3,090 2,460 3,420
Total Redemptions 4,294,000 3,177,900 3,663,580
Decrease in net assets (1,467,962) (1,932,216) (907,604)
Net Assets:
Beginning of Period 14,126,231 16,058,447 16,966,051
End of Period $12,658,269 $14,126,231 $16,058,447
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
NOTES TO FINANCIAL STATEMENTS
August 31, 1997
(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, 1997 is
$1,519,447.
(B) Cost to investors represents the initial
public offering price as of the initial date of
deposit, and the value of units through
supplemental deposits computed on the basis set
forth under "Public Offering Price of Units",
adjusted for accretion on United States Treasury
Obligations and for securities sold since the
initial date of deposit.
(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, 1997, the gross unrealized
market appreciation was $3,948,668 and the gross
unrealized market depreciation was ($55,018).The
net unrealized market appreciation was $3,893,650.
(E) Regular distributions of net income,
excluding accretion income and principal receipts
not used for redemption of units are made
quarterly. Special distribution may be made when
the Sponsor and Co-Trustee 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>
Year Ended Year Ended Year Ended
August 31, August 31, August 31,
1997 1996 1995
<S> <C> <C> <C>
Number of units redeemed 2,700,000 2,300,000 3,200,000
Redemption amount $4,294,000 $3,177,900 $3,663,580
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1997
<CAPTION>
TREASURY OBLIGATIONS (44.47%)
Name of Security Coupon Maturity Value Maturity Date Market Value(1)
<C> <C> <C> <C> <C>
U.S. Treasury Interest Payments (2) (44.47%) 0% $7,500,000 May 15, 2002 $5,622,817
<CAPTION>
COMMON STOCKS (55.53%)
Name of Issuer Number of Shares Market Value
<C> <C> <C>
Automobile Parts: (2.15%)
Allen Telecom, Inc.* 11,378 $271,650
Beverages: (6.70%)
Anheuser-Busch Companies, Inc. 4,948 210,908
The Coca-Cola Company 6,594 377,919
PepsiCo, Inc. 7,191 258,876
Chemicals: (4.56%)
Dow Chemical Company 2,399 212,311
Great Lakes Chemical Corporation 1,948 90,582
PPG Industries, Inc. 4,342 273,546
Construction Materials: (1.34%)
Owens-Corning Fiberglas Corporation 4,190 169,957
Electrical Equipment: (3.41%)
General Electric Company 6,889 430,562
Entertainment: (2.23%)
Walt Disney Company 3,670 281,902
Hospital Supply: (6.34%)
Abbott Laboratories 4,784 286,741
Medtronic, Inc. 5,690 514,234
Household Products: (2.91%)
Procter & Gamble Company 2,769 368,450
Information Technology: (.05%)
NCR Corporation* 192 6,804
Machinery: (3.32%)
Allied-Signal, Inc. 5,091 420,326
Metals: (.25%)
Transpro Inc. 2,845 31,828
Oil Service: (2.43%)
Schlumberger, Ltd. 4,026 306,731
Pharmaceuticals: (6.74%)
Bristol-Myers Squibb Company 4,198 319,048
Merck & Company, Inc. 3,146 288,842
R.P. Scherer Corporation* 4,339 244,340
Retailing: (3.94%)
Staples, Inc.* 21,201 498,224
Telecommunications: (2.70%)
AT&T Corporation (3) 3,071 119,769
Lucent Technologies 995 77,486
Telefonos de Mexico S.A. ~ 3,144 144,231
(Continued)
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1997
<CAPTION>
COMMON STOCKS (55.53%)
Name of Issuer Number of Shares Market Value
<C> <C> <C>
Tire and Rubber: (2.34%)
Goodyear Tire & Rubber Company 4,795 $295,492
Tobacco: (1.62%)
Philip Morris Companies, Inc. 4,701 205,081
Transportation: (2.50%)
Burlington Northern, Inc. 3,446 315,955
TOTAL COMMON STOCKS $7,021,795
TOTAL INVESTMENTS $12,644,612
(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).
(3) See "The Trust - Special Considerations"
herein.
* Non-income producing.
~ American Depositary Receipts.
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Prospectus.
The signatures.
The following exhibits:
EX-99.C1 Opinion of Counsel as to legality of securities
being registered
EX-99.C2 Opinion of Counsel as to certain tax aspects of
of the Trust
EX-27 Financial Data Schedule
EX-99.C3 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
incorporated by reference to Form 10-k and
Form 10-Q (File No. 1-7367) respectively.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, The 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 24th day of November, 1997.
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 24th day of November, 1997.
PAINEWEBBER INCORPORATED
Name Office
Donald B. Marron Chairman, Chief Executive Officer,
Director & Member of the Executive
Committee *
Regina A. Dolan Senior Vice President, Chief Financial Officer
and Director *
Joseph J. Grano, Jr. President, Retail Sales & Marketing,
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.
November 24, 1997
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. 5 to register for reoffering 16,913,740
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. 5 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. 811-4158), 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 "Trustee"), as successor Co-Trustee, (the "Standard
Terms");
(j) The Trust Indenture dated as of the Initial 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
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 State of New York (except "Blue Sky" laws) and the federal laws
of 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/ CARTER, LEDYARD & MILBURN
November 24, 1997
PaineWebber Incorporated
1200 Harbor Boulevard
Weehawken, New Jersey 07087
Dear Sirs:
As counsel for PaineWebber Incorporated (the
"Depositor"), we have examined an executed copy of the
Trust Indenture and Agreement dated the date of initial
deposit of the Trust (the "Indenture") which
incorporates the Standard Terms and Conditions of Trust
(the "Agreement"), both between the Depositor, and
Investors Bank & Trust Company and the First National
Bank of Chicago as Co-Trustees (the "Trustee"). The
Indenture established a trust called PaineWebber
Pathfinders Trust, Treasury and Growth Stock Series 13
(the "Trust") into which the Depositor deposited
certain United States Treasury obligations or evidences
thereof, and stocks (the "Securities"), and moneys to
be held by the Trustee upon the terms and conditions
set forth in the Indenture and Agreement. Under the
Indenture, certificates of ownership were issued on the
Initial Date of Deposit representing units of
fractional undivided interest in said Trust (the
"Units").
Based upon the foregoing and upon an examination of
such other documents and an investigation of such
matters of law as we have deemed necessary, we are of
the opinion that, under existing statutes and
decisions:
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 sells its Units or redeems its Units for
cash.
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 the income of the Trust will be treated as income
of the Unitholders.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement relating to the
Units and the Trust referred to above and to the use of
our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
/s/ CARTER, LEDYARD & MILBURN
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 13
<NAME> PAINEWEBBER PATHFINDERS TRUST TREASURY & GROWTH STOCK
<MULTIPLIER> 1
<CURRENCY> U.S.Dollars
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> AUG-31-1997 AUG-31-1996 AUG-31-1995
<PERIOD-START> SEP-01-1996 SEP-01-1995 SEP-01-1994
<PERIOD-END> AUG-31-1997 AUG-31-1996 AUG-31-1995
<EXCHANGE-RATE> 1 1 1
<INVESTMENTS-AT-COST> 8,750,962 0 0
<INVESTMENTS-AT-VALUE> 12,644,612 0 0
<RECEIVABLES> 5,680 0 0
<ASSETS-OTHER> 21,762 0 0
<OTHER-ITEMS-ASSETS> 0 0 0
<TOTAL-ASSETS> 12,672,054 0 0
<PAYABLE-FOR-SECURITIES> 0 0 0
<SENIOR-LONG-TERM-DEBT> 0 0 0
<OTHER-ITEMS-LIABILITIES> 13,785 0 0
<TOTAL-LIABILITIES> 13,785 0 0
<SENIOR-EQUITY> 0 0 0
<PAID-IN-CAPITAL-COMMON> 0 0 0
<SHARES-COMMON-STOCK> 7,500,000 0 0
<SHARES-COMMON-PRIOR> 10,200,000 0 0
<ACCUMULATED-NII-CURRENT> 12,049 0 0
<OVERDISTRIBUTION-NII> 0 0 0
<ACCUMULATED-NET-GAINS> 1,608 0 0
<OVERDISTRIBUTION-GAINS> 0 0 0
<ACCUM-APPREC-OR-DEPREC> 3,893,650 0 0
<NET-ASSETS> 12,658,269 0 0
<DIVIDEND-INCOME> 111,308 125,988 144,995
<INTEREST-INCOME> 0 0 0
<OTHER-INCOME> 435,567 511,539 590,985
<EXPENSES-NET> 29,124 33,144 38,025
<NET-INVESTMENT-INCOME> 517,751 604,383 697,955
<REALIZED-GAINS-CURRENT> 1,198,724 638,966 289,744
<APPREC-INCREASE-CURRENT> 1,186,867 94,918 1,876,577
<NET-CHANGE-FROM-OPS> 2,903,342 1,338,267 2,864,276
<EQUALIZATION> 0 0 0
<DISTRIBUTIONS-OF-INCOME> 77,304 92,583 108,300
<DISTRIBUTIONS-OF-GAINS> 0 0 0
<DISTRIBUTIONS-OTHER> 0 0 0
<NUMBER-OF-SHARES-SOLD> 0 0 0
<NUMBER-OF-SHARES-REDEEMED> 2,700,000 2,300,000 3,200,000
<SHARES-REINVESTED> 0 0 0
<NET-CHANGE-IN-ASSETS> (1,467,962) (1,932,216) (907,604)
<ACCUMULATED-NII-PRIOR> 0 0 0
<ACCUMULATED-GAINS-PRIOR> 0 0 0
<OVERDISTRIB-NII-PRIOR> 0 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0 0
<GROSS-ADVISORY-FEES> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<GROSS-EXPENSE> 0 0 0
<AVERAGE-NET-ASSETS> 0 0 0
<PER-SHARE-NAV-BEGIN> 0 0 0
<PER-SHARE-NII> 0 0 0
<PER-SHARE-GAIN-APPREC> 0 0 0
<PER-SHARE-DIVIDEND> 0 0 0
<PER-SHARE-DISTRIBUTIONS> 0 0 0
<RETURNS-OF-CAPITAL> 0 0 0
<PER-SHARE-NAV-END> 2 0 0
<EXPENSE-RATIO> 0 0 0
<AVG-DEBT-OUTSTANDING> 0 0 0
<AVG-DEBT-PER-SHARE> 0 0 0
</TABLE>
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report dated
November 14, 1997, 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 24, 1997
