File No. 33-57631
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
PAINEWEBBER PATHFINDERS TRUST TREASURY AND GROWTH STOCK
SERIES 17
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 December 13, 1996) pursuant to
paragraph
(b) of Rule 485.
E. Title and amount of securities being registered:
4,794,400 Units
F. Proposed maximum offering price to the public of the securities being
registered:
$5,365,413.04**
* Estimated solely for the purpose of calculating the registration fee, at
$1.12 per unit.
G. Amount of filing fee, computed at one-twenty-ninth of 1 percent of the
proposed maximum aggregate offering price to the public:
$100.00*
THE REGISTRANT HEREBY TERMINATES ITS ELECTION MADE PURSUANT TO RULE 24f-2.
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 1995 is 4,499,550.
There
have been no previous filings of post-effective amendments during the
current fiscal year 4,499,550 redeemed or repurchased units are being
used
to reduce the filing fee for this amendment.
PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 17
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 Seventeen
A "Unit Investment Trust"
20,200,000 Units
The investment objective of this Trust is to
preserve capital while providing for capital ap-
preciation through an investment in "zero-coupon"
United States Treasury obligations (the "Treasury
Obligations") and equity stocks (the "Stocks")
having, in Sponsor's opinion on the Initial Date
of Deposit, potential for appreciation. The value
of the Units will fluctuate with the value of the
portfolio of underlying securities.
The minimum purchase is $1,000 except that the
minimum purchase in connection with an Individual
Retirement Account (IRA) or other tax-deferred
retirement plan is $250. Only whole Units may be
purchased.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAP-
PROVED 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 PRO-
SPECTUS. 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 AC-
QUIRED 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 December 13, 1996
Essential Information Regarding The Trust
The Trust. The objective of the PaineWebber
Pathfinders Trust, Treasury and Growth Stock Se-
ries 17 (the "Trust") is preservation of capital
and capital appreciation through an investment in
the principal or interest portions of stripped
"zero-coupon" United States Treasury notes or
bonds as the case may be (the "Treasury Obliga-
tions"), and equity stocks (the "Stock" or
"Stocks") which, in Sponsor's opinion on the Ini-
tial Date of Deposit, have potential for capital
appreciation (collectively, the "Securities").
The stripped Treasury Obligations in the Trust
portfolio are interest-only portions of United
States Treasury Obligations (as further discussed
under "Risk Factors and Special Characteris-
tics"), maturing August 15, 2006, representing
approximately 50% of the aggregate market value
of the Trust portfolio and the Stocks represent
approximately 50% of the aggregate market value
of the Trust portfolio. The stripped Treasury Ob-
ligations, as discussed below, make no payment of
current interest, but rather make a single pay-
ment upon their stated maturity. Because the ma-
turity value of the Treasury Obligations is
backed by the full faith and credit of the United
States, the Sponsor believes that the Trust pro-
vides an attractive combination of safety and ap-
preciation for purchasers who hold Units until
the Trust's termination. The Trust has been for-
mulated so that the portion of the Trust invested
in stripped Treasury Obligations is designed to
provide an approximate return of principal in-
vested on the Mandatory Termination Date for pur-
chasers on the Initial Date of Deposit. (See
"Essential Information Distributions".) There-
fore, even if the Stocks are valueless upon ter-
mination of the Trust, and if the Treasury Obli-
gations are held until their maturity in propor-
tion to the Units outstanding, purchasers will
receive, at the termination of the Trust, $1,000
per 1,000 Units purchased. This feature of the
Trust provides that Unitholders who purchased
their units at or below $1,000 per 1,000 Units
and who hold their units to the Mandatory Termi-
nation Date of the Trust on August 31, 2006, will
receive the same amount as they originally in-
vested, although they would have foregone earning
any interest on the amounts involved and will not
protect their principal on a present value basis,
assuming the Stocks are valueless. Therefore, the
Trust may be an attractive investment to those
persons who buy their Units during the initial
offering period and hold such Units throughout
the life of the Trust until the Trust matures.
Summary of Risk Factors. The stripped Treasury
Obligations may appreciate or depreciate in value
depending upon economic and market conditions.
(For a further discussion of stripped Treasury
Obligations, see "Risk Factors and Special Con-
siderations.") The Stock may appreciate or depre-
ciate in value (or pay dividends) depending on
the full range of economic and market influences
affecting corporate profitability, the financial
condition of issuers, the prices of equity secu-
rities in general and the Stock in particular and
the risk inherent in an investment made in common
stocks in general. Also, the Trust may contain
American Depositary Receipts ("ADRs") which are
susceptible to additional risks, such as foreign
currency exchange rate fluctuations, as well as
potential future political and economic develop-
ments, which might adversely affect the payment
or receipt of payments on dividends. (See
"Schedule of Investments" to determine if this
Trust contains ADRs and "Risk Factors and Special
Considerations" for a further discussion of
ADRs.) In addition, the stripped Treasury Obliga-
tions may fluctuate substantially in value and
may be subject to greater fluctuations in value
during the life of the Trust than might be expe-
rienced by current interest-bearing Treasury Ob-
ligations which distribute income regularly.
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. Purchasers
who purchase Units subsequent to the Initial Date
of Deposit will receive, if the pro rata portion
of the Treasury Obligations are held until matur-
ity, $1,000 per 1,000 Units as a return of such
purchaser's principal investment, regardless of
the purchase price paid by such purchaser. (See
"Risk Factors and Special Considerations.")
The Composition of the Portfolio. PaineWebber
understands the importance of long-term financial
goals such as planning for retirement, funding a
child's education, or trying to build wealth to-
ward some other objective. In PaineWebber's view,
one of the most important investment decisions an
investor faces may be determining how to best al-
locate his investments to capture growth opportu-
nities without exposing his portfolio to undue
risk. For long-term capital growth, many invest-
ment experts recommend stocks. As with all in-
vestments, the higher return potential of equi-
ties is typically associated with higher risk.
With this in mind, PaineWebber designed a portfo-
lio to meet the needs of investors interested in
building wealth prudently over a long-term time
horizon by pairing the security of U.S. Treasury
bonds with the growth potential of Stocks. The
Trust is a balanced portfolio with approximately
equal portions in U.S. Treasury bonds and Stocks.
Therefore, should interest rates decline signifi-
cantly prior to maturity, there is a potential
for achieving greater returns by liquidating the
portfolio before the final maturity date. Uni-
tholders can sell units at any time at the then
current net asset value with no additional sales
charge. (See Public Offering of Units--Secondary
Market for Units and Redemption.)
The main objective of PaineWebber in construct-
ing the portfolio of stocks to be included in the
Trust was to select a group of stocks which, in
PaineWebber's view, would be capable of, over the
long term, closely tracking the performance of
the market as measured by the S&P 500. The S&P
500 is an unmanaged index of 500 stocks calcu-
lated under the auspices of Standard & Poor's,
which, in PaineWebber's view, is a broadly diver-
sified, representative segment of the market of
all publicly traded stocks in the United States.
In constructing the Trust's portfolio, a computer
program was generated against the 500 S&P stocks
to identify a combination of 40 S&P 500 stocks
(excluding General Electric and those stocks
rated "Unattractive" or "Sell" by PaineWebber Eq-
uity Research) which, when equally weighted, have
the highest correlation with the S&P 500 Index
with the smallest tracking error.
The Trust portfolio, in PaineWebber's opinion,
is comprised of a diversified group of large,
well-known companies representing various
industries. These are common stocks issued by
companies who may receive income and derive
revenues from multiple industry sources but whose
primary source is listed in the table below. For
a list of the individual common stocks comprising
each industry group listed below, investors
should consult the "Schedule of Investments"
herein.
Approximate Percentage of
Primary Industry Source Aggregate Net Asset Value of the Trust
Aerospace/Defense 1.49%
Automobile 2.40%
Beverages 2.86%
Chemicals 2.56%
Computer Software 2.85%
Consumer Goods 1.25%
Electronics/Semi-Conductor 3.45%
Entertainment 1.10%
Financial Banks 4.19%
Forest Products & Paper 1.10%
Household Products 1.30%
Insurance 1.24%
Office/Business Equipment 2.74%
Oil/Gas 8.82%
Pharmaceuticals 4.37%
Publishing/Printing 2.48%
Retail 1.20%
Telecommunications 5.01%
The Sponsor anticipates that, based upon last
dividends actually paid, dividends from the Stock
will be sufficient (i) to pay expenses of the
Trust (see "Expenses of the Trust" herein), and
(ii) after such payment, to make distributions of
such to Unitholders as described below under
"Distributions".
Additional Deposits. After the first deposit on
the Initial Date of Deposit the Sponsor may, from
time to time, cause the deposit of additional
Securities in the Trust where additional Units
are to be offered to the public, maintaining,
exactly, the original percentage relationship
between the maturity values of the Treasury
Obligations and the number of shares of the
Stocks deposited on the Initial Date of Deposit,
subject to certain adjustments. Costs incurred in
acquiring such additional Stocks which are either
not listed on any national securities exchange or
are ADRs, including brokerage fees, stamp taxes
and certain other costs associated with
purchasing such additional Stocks, will be borne
by the Trust. Investors purchasing Units during
the initial public offering period will
experience a dilution of their investment as a
result of such brokerage fees and other expenses
paid by the Trust during additional deposits of
Securities purchased by the Trustee with cash or
cash equivalents pursuant to instructions to
purchase such Securities. (See "The Trust" and
"Risk Factors and Special Considerations".)
Termination. 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. In certain
circumstances, monies held upon the sale of
Securities may, at the direction of the Sponsor,
be invested for the benefit of Unitholders in
United States Treasury obligations which mature
on or prior to the next distribution date (see
"Administration of the Trust--Reinvestment"),
otherwise monies held upon the sale or maturity
of Securities 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 of 4.75% of the Public
Offering Price (4.99% of the net amount
invested). The sales charge is reduced after the
first year and on a graduated scale for sales
involving at least $50,000 or 50,000 Units and
will be applied on whichever basis is more
favorable to the purchaser. (See "Public Offering
of Units--Sales Charge and Volume Discount".)
The public offering price on the Initial Date of
Deposit is determined on the basis of the value
of the Securities as of the close of business on
the preceding business day (i.e., by "backward
pricing") pursuant to an exemptive order of the
Securities and Exchange Commission, which applies
only to purchase orders received on the Initial
Date of Deposit. As a condition of that order,
however, if the public offering price based on
the value of the Securities as of the close of
business on the Initial Date of Deposit (i.e., by
"forward pricing") would be less than $.97 1/2,
then purchase orders received on that day will be
filled on the basis of the lower public offering
price.
Distributions. The Trustee will distribute any
net income and principal in excess of $.00500 per
Unit received quarterly on the Distribution
Dates. (See "Distributions.") 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 or-
dinary income rates as if a distribution had
occurred. (See "Federal Income Taxes".) 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 Date of Deposit
and unless the Treasury Obligations in proportion
to the Units outstanding remain in the Trust,
total distributions, including distributions made
upon termination of the Trust, may be less than
the amount paid for a Unit.
Market for Units. The Sponsor, though not
obligated to do so, presently intends to maintain
a secondary market for Units based upon the value
of the Stocks and the Treasury Obligations as
determined by the Trustee as set forth in
"Valuation". The public offering price in the
secondary market will be based upon the value of
the Securities next determined after receipt of a
purchase order plus the applicable sales charge.
(See "Public Offering of Units--Public Offering
Price" and "Valuation".) If a secondary market is
not maintained, a Unitholder may dispose of his
Units only through redemption. With respect to
redemption requests in excess of $100,000, the
Sponsor may determine in its sole discretion to
direct the Trustee to redeem units "in kind" by
distributing Securities to the redeeming
Unitholder as directed by the Sponsor. (See
"Redemption".)
THE TRUST
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, among PaineWebber
Incorporated, as Sponsor and the Investors Bank &
Trust Company and The First National Bank of
Chicago, as Co-Trustees (the "Co-Trustees" or
"Trustee"). The objective of the Trust is
preservation of capital and capital appreciation
through an investment in Treasury Obligations and
Stocks. These are equity stocks, which, in
Sponsor's opinion on the Initial Date of Deposit,
are capable of, over the long term, closely
tracking the performance of the market as
measured by the S&P 500. The Stocks contained in
the Trust are representative of a number of
different industries. Dividends, if any, received
will be held by the Trustee in non-interest
bearing accounts until used to pay expenses or
distributed to Unitholders on the next
Distribution Date and to the extent that funds
are held therein will benefit the Trustee.
With the deposit on the Initial Date of Deposit,
the Sponsor established a proportionate
relationship between the maturity value of the
Treasury Obligations and the number of shares of
each Stock in the Trust. The Sponsor may, from
time to time, cause the deposit of additional
Securities in the Trust when additional Units are
to be offered to the public, maintaining,
exactly, the original percentage relationship
between the maturity value of the Treasury
Obligations and the number of shares of Stock
deposited on the Initial Date of Deposit and
replicating any cash or cash equivalents held by
the Trust (net of expenses). The original
proportionate relationship is subject to
adjustment to reflect the occurrence of a stock
split or a similar event which affects the
capital structure of the issuer of a Stock but
which does not affect the Trust's percentage
ownership of the common stock equity of such
issuer at the time of such event. Stock dividends
received by the Trust, if any, will be sold by
the Trustee and the proceeds therefrom shall be
treated as income to the Trust. (See "Risk
Factors and Special Considerations" for a
discussion of AT&T stock.)
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.
_________________
* 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.
On the Initial Date of Deposit each Unit
represented the fractional undivided interest in
the Securities and net income of the Trust set
forth under "Essential Information Regarding the
Trust". However, if additional Units are issued
by the Trust (through the deposit of additional
Securities for purposes of the sale of additional
Units), the aggregate value of Securities in the
Trust will be increased and the fractional
undivided interest represented by each Unit in
the balance will be decreased. If any Units are
redeemed, the aggregate value of Securities in
the Trust will be reduced, and the fractional
undivided interest represented by each remaining
Unit in the balance will be increased. Units will
remain outstanding until redeemed upon tender to
the Trustee by any Unitholder (which may include
the Sponsor) or until the termination of the
Trust. (See "Termination of the Trust".)
RISK FACTORS AND SPECIAL CONSIDERATIONS
Risk Factors
An investment in the Trust should be made with
the understanding of the risks inherent in an
investment in deep discount or "zero-coupon" debt
obligations and the risks associated with an
investment in common stocks in general.
The Trust contains stripped Treasury Securities
described below (see "Schedule of Investments").
Stripped Treasury Securities consist of
"interest-only" or "principal-only" portions of
Treasury Obligations. Interest-only portions of
Treasury Obligations represent the rights only to
payment of interest on a date certain, and
principal-only portions of Treasury Obligations
represent the rights only to payment of principal
at a stated maturity. Interest-only and
principal-only portions of Treasury Obligations
are deep discount obligations that are eco-
nomically identical to zero-coupon obligations;
that is, all such instruments are debt
obligations which make no periodic payment of
interest prior to maturity. The stripped Treasury
Securities in the Trust were purchased at a deep
discount and do not make any periodic payments of
interest. Instead, the entire payment of proceeds
will be made upon maturity of such Treasury
Obligations. The effect of owning deep discount
bonds which do not make current interest payments
(such as the stripped Treasury Obligations in the
Trust Portfolio) 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, while the full faith and
credit of the United States government provides a
high degree of protection against credit risks,
sale of Units prior to the termination date of
the Trust will involve substantially greater
price fluctuations during periods of changing
market interest rates than would be experienced
in connection with sale of Units of a Trust which
held Treasury Obligations which made scheduled
interest payments on a current basis.
An investment in Units of the Trust should also
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
issuer will create prior claims for payment of
principal, interest and dividends which could ad-
versely affect the ability and inclination of the
issuer to declare or pay dividends on its common
stock or the rights of holders of common stock
with respect to assets of the issuer upon
liquidation or bankruptcy. Unlike debt securities
which typically have a stated principal amount
payable at maturity common stocks do not have a
fixed principal amount or a maturity.
Additionally, the value of the Stocks, like the
Treasury Obligations, in the Trust may be
expected to fluctuate over the life of the Trust
to values higher or lower than those prevailing
on the Date of Deposit. The Stocks may appreciate
or depreciate in value (or pay dividends)
depending on the full range of economic and
market influences affecting corporate
profitability, the financial condition of issuers
and the prices of equity securities in general
and the Stocks in particular.
Certain of the Stock in the Trust may be ADRs
which are subject to additional risks. (See
"Schedule of Investments" herein.) ADRs evidence
American Depositary Shares ("ADS"), which, in
turn, represent common stock of foreign issuers
deposited with a custodian in a depositary. (For
purposes of this Prospectus, the term "ADR"
generally includes "ADS".) ADRs involve certain
investment risks that are different from those
experienced by Stocks issued by domestic issuers.
These investment risks include potential future
political and economic developments and the
potential establishment of exchange controls, new
or higher levels of taxation, or other
governmental actions which might adversely affect
the payment or receipt of payment of dividends on
the common stock of foreign issuers underlying
such ADRs. ADRs may also be subject to current
foreign taxes, which could reduce the yield on
such securities. Also, certain foreign issuers
are not subject to reporting requirements under
certain U.S. securities laws and therefore may
make less information publicly available than
that afforded by their domestic counterparts.
Further, foreign issuers are not necessarily
subject to uniform financial reporting, auditing
and accounting standards, requirements and
practices such as are applicable to domestic
issuers.
In addition, the securities underlying the ADRs
held in the Trust are generally denominated, and
pay dividends, in foreign currency. An investment
in securities denominated and principally traded
in foreign currencies involves investment risk
substantially different than an investment in
securities that are denominated and principal
traded in U.S. dollars. This is due to currency
exchange rate risk, because the U.S. dollar value
of the shares underlying the ADRs and of their
dividends will vary with the fluctuations in the
U.S. dollar foreign exchange rates for the
relevant currency in which the shares underlying
the ADRs are denominated. The Trust, however,
will compute its income in United States dollars,
and to the extent any of the Stocks in the Trust
pay income or dividends in foreign currency, the
Trust's computation of income will be made on the
date of its receipt by the Trust at the foreign
exchange rate in effect on such date. PaineWebber
observes that, in the recent past, most foreign
currencies have fluctuated widely in value
against the U.S. dollar for many reasons,
including the soundness of the world economy,
supply and demand of the relevant currency, and
the strength of the relevant regional economy as
compared to the economies of the United States
and other countries. Exchange rate fluctuations
are also dependent, in part, on a number of
economic factors including economic conditions
within the relevant country, interest rate
differentials between currencies, the balance of
imports and exports of goods and services, and
transfer of income and capital from one country
to another. These economic factors in turn are in-
fluenced by a particular country's monetary and
fiscal policies, perceived political stability
(particularly with respect to transfer of
capital) and investor psychology, especially that
of institutional investors predicting the future
relative strength or weakness of a particular
currency. As a general rule, the currency of a
country with a low rate of inflation and a
favorable balance of trade should increase in
value relative to the currency of a country with
a high rate of inflation and deficits in the
balance of trade.
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.
Investors should note that the creation of
additional Units subsequent to the Initial Date
of Deposit may have an effect upon the value of
previously existing Units. To create additional
Units the Sponsor may deposit cash (or cash
equivalents, e.g., a bank letter of credit in
lieu of cash) with instructions to purchase
Securities in amounts sufficient to maintain, to
the extent practicable, the percentage
relationship among the Securities based on the
price of the Securities at the Evaluation Time on
the date the cash is deposited. To the extent the
price of a Security (or the relevant foreign
currency exchange rate, if applicable) increases
or decreases between the time cash is deposited
with instructions to purchase the Security and
the time the cash is used to purchase the
Security, Units will represent less or more of
that Security and more or less of the other
Securities in the Trust. Unitholders will be at
risk because of price (and currency) fluctuations
during this period since if the price of shares
of a Security increases, Unitholders will have an
interest in fewer shares of that Security, and if
the price of a Security decreases, Unitholders
will have an interest in more shares of that
Security, than if the Security had been purchased
on the date cash was deposited with instructions
to purchase the Security. In order to minimize
these effects, the Trust will attempt to purchase
Securities as close as possible to the Evaluation
Time or at prices as close as possible to the
prices used to evaluate the Trust at the
Evaluation Time. Thus price (and currency)
fluctuations during this period will affect the
value of every Unitholder's Units and the income
per Unit received by the Trust. In addition,
costs incurred in connection with the acquisition
of Securities not listed on any national
securities exchange (due to differentials between
bid and offer prices for the Securities) and
brokerage fees, stamp taxes and other costs
incurred in purchasing stocks will be at the
expense of the Trust and will affect the value of
every Unitholder's Units.
Special Considerations
The 41 Stocks in the Portfolio represent large,
well-known companies. (See "Schedule of
Investments" herein.) 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 company intends to spin 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.
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".)
Certain of the Stocks may be attractive
acquisition candidates pursuant to mergers,
acquisitions and tender offers. In general,
tender offers involve a bid by an issuer or other
acquiror to acquire a stock pursuant to the terms
of its offer. Payment generally takes the form of
cash, securities (typically bonds or notes), or
cash and securities. Pursuant to federal law a
tender offer must remain open for at least 20
days and withdrawal rights apply during the
entire offering period. Frequently offers are
conditioned upon a specified number of shares be-
ing tendered and upon the obtaining of financing.
There may be other conditions to the tender offer
as well. Additionally, an offeror may only be
willing to accept a specified number of shares.
In the event a greater number of shares is
tendered, the offeror must take up and pay for a
pro rata portion of the shares deposited by each
depositor during the period the offer remains
open. The Agreement contains provisions
permitting Stocks to be either held or sold in
the event of a tender offer, merger or
reorganization involving one or more of the
Stocks in the Trust (see "Administration of the
Trust-Portfolio Supervision" herein).
FEDERAL INCOME TAXES
In the opinion of Orrick, Herrington & Sutcliffe
LLP, 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 Unitholder.
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. 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 per Unit tax cost for
each Security.
3. The Trust is not an association taxable as a
corporation for New York State income tax
purposes. Under New York State law, each
Unitholder will be treated as the owner of a pro
rata portion of the Trust and 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. 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. 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. Unithold-
ers 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, as well as amounts that are
not distributed to Unitholders but are used by
the Trust to pay expenses.
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 cost for such
Stock. After such tax cost has been reduced to
zero, any additional distributions in excess of
current and accumulated earnings and profits
would be taxable as gain from sale of common
stock. This reduction in basis would increase any
gain, or reduce any loss, realized by the
Unitholder on any subsequent sale or other
disposition of Units.
A Unitholder who is an individual, estate or
trust may be disallowed certain itemized
deductions described in Code section 67,
including compensation paid to the 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 will exceed amounts distributed because
taxable income would include amounts that are not
distributed to Unitholders but 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. As a result, the maximum effective tax
rate on dividends received generally will be
reduced from 35 percent to 10.5 percent. A
portion of the dividends received deduction may,
however, be subject to the alternative minimum
tax. Individuals, partnerships, trusts, S
corporations and certain other entities are not
eligible for the dividends received deduction.
The Clinton Administration has proposed a
reduction in the dividends-received deduction
from 70 percent to 50 percent and there have
been, from time to time, other proposals to
reduce such deduction. The Sponsor is unable to
predict whether the Clinton administration
proposal or any other proposal will be adopted
during the life of the Trust.
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
purchaser as originally issued on their purchase
dates at an issue price equal to their respective
purchase prices thereof. The market value of the
Trust assets comprising the Trust will be pro-
vided to a Unitholder upon request in order to
enable the Unitholder to calculate the original
issue discount attributable to each of the
Treasury Obligations. Original issue discount on
Treasury Obligations (which were issued or
treated as issued on or after July 2, 1982) is
deemed earned in a geometric progression over the
life of such obligation, taking into account the
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 with
original issue discount. The amount of accrued
original issue discount included in income with
respect to a Unitholder's pro rata interest in
Treasury Obligations is thereupon added to the
tax cost for such obligations.
Gain or Loss on Sale. If a Unitholder sells or
otherwise disposes of a Unit, the Unitholder
generally will recognize gain or loss in an
amount equal to the difference between the amount
realized on the disposition allocable to the
Securities and the Unitholder's adjusted tax
bases in the Securities. In general, such
adjusted tax bases will equal the Unitholder's
aggregate cost for the Unit increased by any
accrued original issue discount. Such gain or
loss will be capital gain or loss if the Unit and
underlying Securities were held as capital
assets, except that such gain will be treated as
ordinary income to the extent of any accrued
original issue discount not previously reported.
Each Unitholder 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.
Withholding For Citizen or Resident Investors.
In the case of any noncorporate Unitholder that
is a citizen or resident of the United States a
31 percent "backup" withholding tax will apply to
certain distributions of the Trust unless the
Unitholder properly completes and files, under
penalties of perjury, IRS Form W-9 (or its
equivalent).
The foregoing discussion is a general summary
and relates only to certain aspects of the
federal income tax consequences of an investment
in the Trust. Unitholders may also be subject to
state and local taxation. Each Unitholder should
consult its own tax advisor regarding the
federal, state and local 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
per Unit on the Initial Date of Deposit is equal
to the aggregate market value of the Securities
determined on the day preceding the Initial Date
of Deposit, divided by the number of Units
outstanding plus the sales charge of 4.75%,
pursuant to an exemptive order of the SEC.
However, if the price would be less than $.97 1/2
then purchase orders received that day will be
filled on the basis of the lower public offering
price. Thereafter, the public offering price
during the initial offering period will be
computed by dividing the Trust Fund Evaluation,
next determined after receipt of a purchase
order, and, with respect to the Treasury
Obligations, determined with reference to the
offering side evaluation, by the number of Units
outstanding plus the applicable sales charge. The
initial public offering period will terminate
when the Sponsor chooses to discontinue offering
Units in the initial market. Thereafter, the
Sponsor may offer Units in the secondary market.
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".)
The public offering price on any date subsequent
to the Initial Date of Deposit will vary from the
public offering price calculated on the business
day prior to the Initial Date of Deposit (as set
forth on page 2 hereof) due to fluctuations in
the value of Stocks and the Treasury Obligations,
and the foreign currency exchange rates (if
applicable), among other factors.
Sales Charge and Volume Discount. Sales charges
during the initial public offering period and for
secondary market sales are set forth below. A
discount in the sales charge is available to
volume purchasers of Units due to economies of
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 $50,000 or 50,000 Units,
applied on whichever basis is more favorable to
the purchaser.
Initial Public Offering Period and Secondary Market
Through September 26, 1997
Percent of Percent of
Public Offering Net Amount
Aggregate Dollar Value of Units Price Invested
Less than $50,000 4.75% 4.99%
$50,000 to $99,999 4.50 4.71
$100,000 to $249,999 4.25 4.44
$250,000 to $499,999 3.75 3.90
$500,000 to $749,999 3.25 3.36
$750,000 to $999,999 2.75 2.83
$1,000,000 to $1,999,999 2.25 2.30
$2,000,000 or more 2.00 2.04
_____________
* The sales charge applicable to volume
purchasers according to the table above will be
applied on either a dollar or Unit basis,
depending upon which basis provides a more
favorable purchase price to the purchaser.
Secondary Market From September 27, 1997 Through September
26, 1999
Percent of Percent of
Public Offering Net Amount
Aggregate Dollar Value of Units Price Invested
Less than $50,000 4.25% 4.44%
$50,000 to $99,999 4.00 4.17
$100,000 to $249,999 3.75 3.90
$250,000 to $499,999 3.00 3.09
$500,000 to $749,999 2.75 2.83
$750,000 to $999,999 2.50 2.56
$1,000,000 to $1,999,999 2.00 2.04
$2,000,000 or more 1.75 1.78
_____________
* The sales charge applicable to volume
purchasers according to the table above will be
applied on either a dollar or Unit basis,
depending upon which basis provides a more
favorable purchase price to the purchaser.
Secondary Market From September 27, 1999 Secondary Market on and After
Through September 26, 2001 September 27, 2001
Percent of Percent of
Public Percent of Public Percent of
Offering Net Amount Offering Net Amount
Price Invested Price Invested
3.25% 3.36% 2.25% 2.30%
The volume discount sales charge shown above
will apply to all purchases of Units on any one
day by the same person in the amounts stated
herein, and for this purpose purchases of Units
of this Trust will be aggregated with concurrent
purchases of any other trust which may be offered
by the Sponsor. Units held in the name of the
purchaser's spouse or in the name of a
purchaser's child under the age of 21 are deemed
for the purposes hereof to be registered in the
name of the purchaser. The reduced sales charges
are also applicable to a trustee or other
fiduciary purchasing Units for a single trust
estate or single fiduciary account.
Employee Discount. Due to the realization of
economies of scale in sales effort and sales
related expenses with respect to the purchase of
Units by employees of the Sponsor and its
affiliates, the Sponsor intends to permit
employees of the Sponsor and its affiliates and
certain of their relatives to purchase units of
the Trust at a reduced sales charge of $5.00 per
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
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"); PaineWebber Pathfinder's
Trust (the "Pathfinder's Trust"); the PaineWebber
Federal Government Trust (the "Government
Series"); The Municipal Bond Trust, Insured
Series (the "Insured Series"); or the PaineWebber
Equity Trust (the "Equity Series") (collectively
referred to as the "Exchange Trusts"), at a
Public Offering Price for the Units of the
Exchange Trusts to be acquired based on a reduced
sales charge of $15 per Unit, per 100 Units in
the case of a trust whose Units cost
approximately $10 or per 1,000 units in the case
of a trust whose Units cost approximately one
dollar. Unitholders of this Trust are not
eligible for the Exchange Option into an Equity
Trust, Growth Stock Series designated as a
rollover series for the 30 day period prior to
termination of the Trust. The purpose of such
reduced sales charge is to permit the Sponsor to
pass on to the Unitholder who wishes to exchange
Units the cost savings resulting from such
exchange of Units. The cost savings result from
reductions in time and expense related to advice,
financial planning and operational expenses
required for the Exchange Option. Each Exchange
Trust has different investment objectives,
therefore a Unitholder should read the prospectus
for the applicable exchange trust carefully prior
to exercising this option. Exchange Trusts having
as their objective the receipt of tax-exempt
interest income would not be suitable for tax-
deferred investment plans such as Individual
Retirement Accounts. A Unitholder who purchased
Units of a series and paid a per Unit, per 100
Unit or per 1,000 Unit sales charge that was less
than the per Unit, per 100 Unit or per 1,000 Unit
sales charge of the series of the Exchange Trusts
for which such Unitholder desires to exchange
into, will be allowed to exercise the Exchange
Option at the Unit Offering Price plus the
reduced sales charge, provided the Unitholder has
held the Units for at least five months. Any such
Unitholder who has not held the Units to be
exchanged for the five month period will be
required to exchange them at the Unit Offering
Price plus a sales charge based on the greater of
the reduced sales charge, or an amount which,
together with the initial sales charge paid in
connection with the acquisition of the Units
being exchanged, equals the sales charge of the
series of the Exchange Trust for which such
Unitholder desires to exchange into, determined
as of the date of the exchange.
The Sponsor will permit exchanges at the reduced
sales charge provided there is either a primary
market for Units or a secondary market maintained
by the Sponsor in both the Units of this series
and units of the applicable Exchange Trust and
there are units of the applicable Exchange Trust
available for sale. While the Sponsor has
indicated that it intends to maintain a market
for the Units of the respective Trusts, there is
no obligation on its part to maintain such a
market. Therefore, there is no assurance that a
market for Units will in fact exist on any given
date at which a Unitholder wishes to sell his
Units of this series and thus there is no
assurance that the Exchange Option will be
available to a Unitholder. Exchanges will be
effected in whole Units only. Any excess proceeds
from Unitholders' Units being surrendered will be
returned. Unitholders will be permitted to ad-
vance new money in order to complete an exchange
to round up to the next highest number of Units.
An exchange of Units pursuant to the Exchange
Option will normally constitute a "taxable event"
under the Code and a Unitholder will generally
recognize a tax gain or loss at the time of
exchange in the same manner as upon a sale of
Units. 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 indicates interest.
The exchange transaction will operate in a
manner essentially identical to any secondary
market transaction, i.e., Units will be
repurchased at a price based on the market value
of the Securities in the portfolio of the Trust
next determined after receipt by the Sponsor of
an exchange request and properly endorsed
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 Unitholder, who has
three thousand units of a trust with a current
price of $1.30 per unit, desires to sell his
units and seeks to exchange the proceeds for
units of a series of an Exchange Trust with a
current price of $890 per unit based on the bid
prices of the underlying securities. In this
example, which does not contemplate any rounding
up to the next highest number of Units, the
proceeds from the Unitholder's units would
aggregate $3,900. Since only whole units of an
Exchange Trust may be purchased under the
Exchange Option, the Unitholder would be able to
acquire four units in the Exchange Trust for a
total cost of $3,620 ($3,560 for the units and
$60 for the sales charge). If all 3,000 units
were tendered, the remaining $280 would be
returned to the Unitholder.
Conversion Option. Owners of units of any
registered unit investment trust sponsored by
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 Ex-
change 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
applicable) than the corresponding fee then being
charged for the Exchange Option). For a
description of the tax consequences of a
conversion reference is made to the Exchange
Option section of the prospectus.
Distribution of Units. The minimum purchase
during the initial public offering is $1,000,
except that the minimum purchase is $250 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 $.03 per Unit, during the
initial offering period and one-half of the
highest applicable sales charge during the
secondary market, subject to change from time to
time. The difference between the sales charge and
the dealer concession will be retained by the
Sponsor. In the event that the dealer concession
is 90% or more of the sales charge per Unit,
dealers taking advantage of such 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, the District
of Columbia and the Commonwealth of Puerto Rico.
Secondary Market for Units. While not obligated
to do so, the Sponsor intends to maintain a
secondary market for the Units and continuously
offer to purchase Units at the Trust Fund
Evaluation per Unit next computed after receipt
by the Sponsor of an order from a Unitholder. The
Sponsor may cease to maintain such a market at
any time, and from time to time, without notice.
In the event that a secondary market for the
Units is not maintained by the Sponsor, a
Unitholder desiring to dispose of Units may
tender such Units to the Trustee for redemption
at the price calculated in the manner set forth
under "Redemption". Redemption requests in excess
of $100,000 may be redeemed "in kind" as
described under "Redemption." The Sponsor does
not in any way guarantee the enforceability,
marketability, value or price of any stocks in
the Trust, nor that of the Units.
Investors should note the Trust Fund Evaluation
per Unit at the time of sale or tender for
redemption may be less than the price at which
the Unit was purchased.
The Sponsor may redeem any Units it has
purchased in the secondary market if it
determines for any reason that it is undesirable
to continue to hold these Units in its inventory.
Factors which the Sponsor may consider in making
this determination will include the number of
units of all series of all trusts which it holds
in its inventory, the saleability of the Units
and its estimate of the time required to sell the
Units and general market conditions.
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 (including foreign currency rates,
if any) at which it deposits the Securities in
the Trust, which is the value of the Securities,
determined by the Trustee as described under
"Valuation," at the close of business on the
business day prior to the Date of Deposit. The
cost of Securities to the Sponsor includes the
amount paid by the Sponsor for brokerage
commissions. These amounts are an expense of the
Trust.
Cash, if any, received from Unitholders prior to
the settlement date for the purchase of Units or
prior to the payment for Securities upon their
delivery may be used in the Sponsor's business
subject to the limitations of Rule 15c3-3 under
the Securities and Exchange Act of 1934 and may
be of benefit to the Sponsor.
In selling any Units in the initial public
offering after the Date of Deposit, the Sponsor
may realize profits or sustain losses resulting
from fluctuations in the net asset value of
outstanding Units during that period. 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
Units may be tendered to Investors Bank & Trust
Company for redemption at its office in person,
or by mail at One Lincoln Plaza, 89 South Street,
Boston, MA 02111 upon payment of any transfer or
similar tax which must be paid to effect the
redemption. At the present time there are no such
taxes. No redemption fee will be charged by the
Sponsor or the Trustee. If Units are represented
by a certificate, it must be properly endorsed
accompanied by a letter requesting redemption. If
held in uncertificated form, a written instrument
of redemption must be signed by the Unitholder.
Unitholders must sign exactly as their names
appear on the records of the Trustee with
signatures guaranteed by an eligible guarantor
institution or in such other manner as may be ac-
ceptable 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 tendered to the Trustee for
redemption will be cancelled, if not repurchased
by the Sponsor.
Units will be redeemed at the Redemption Value
per Unit next determined after receipt of the
redemption request in good order by the Trustee.
The Redemption Value per Unit is determined by
dividing the Trust Fund Evaluation by the number
of Units 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 p.m.,
it is deemed received on the next business day.
During the period in which the Sponsor maintains
a secondary market for Units, the Sponsor may
repurchase any Unit presented for tender to
Investors Bank & Trust Company for redemption no
later than the close of business on the second
business 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 as
is directed by the Sponsor, which direction shall
be given so 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 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 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 availability of redemption "in-kind" is
subject to compliance with all applicable laws
and regulations, including the Securities Act of
1933, as amended.
To the extent that Securities are redeemed in
kind or sold, the size and diversity of the Trust
will be reduced. Sales will usually be required
at a time when Securities would not otherwise be
sold and may result in lower prices than might
otherwise be realized. The price received upon
redemption may be more or less than the amount
paid by the Unitholder depending on the value of
the Securities in the portfolio at the time of re-
demption. In addition, because of the minimum
amounts in which Securities are required to be
sold, the proceeds of sale may exceed the amount
required at the time to redeem Units; these
excess proceeds will be distributed to
Unitholders on the Distribution Dates.
The Trustee may, in its discretion, and will,
when so directed by the Sponsor, suspend the
right of redemption, or postpone the date of
payment of the Redemption Value, for more than
seven calendar days following the day of tender
for any period during which the New York Stock
Exchange, Inc. is closed other than for weekend
and holiday closings; or for any period during
which the Securities and Exchange Commission
determined that trading on the New York Stock
Exchange, Inc. is restricted or for any period
during which an emergency exists as a result of
which disposal or evaluation of the Securities is
not reasonably practicable; or for such other
period as the Securities and Exchange Commission
may by order permit for the protection of
Unitholders. The Trustee is not liable to any
person or in any way for any loss or damages
which may result from any such suspension or
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
Evaluation Time set forth under "Essential
Information Regarding the Trust" (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 secon-
dary 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, (b) cash on hand in
the Trust, income accrued on the Treasury Obli-
gations 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 (c) accounts receivable for se-
curities sold and any other assets of the Trust
Fund not included in (a) and (b) above and
deducting therefrom the sum of (v) taxes or other
governmental charges against the Trust not
previously deducted, (w) accrued fees and
expenses of the Trustee and the Sponsor
(including legal and auditing expenses) and other
Trust expenses, (x) cash allocated for
distribution to Unitholders, and (y) accounts
payable for units tendered for redemption and any
other liabilities of the Trust Fund not included
in (v), (w) , (x) and (y) above. The per Unit
Trust Fund Evaluation is calculated by dividing
the result of such computation by the number of
Units outstanding as of the date thereof.
Business days do not include New Year's Day,
President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and
Christmas Day and other days that the New York
Stock Exchange is closed. The U.S. dollar value
of Stock denominated in foreign currency, if any,
contained in the Trust, will be based on the
applicable foreign currency exchange rate
calculated at the Evaluation Time.
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.
During the initial offering period the Treasury
Obligations are valued on the basis of offering
prices; thereafter and for purposes of
determining Redemption Value they are valued on
the basis of bid prices. The aggregate offering
and 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 or offering prices are not available, on
the basis of current bid or offering prices for
comparable securities; or by appraisal; or by any
combination of the above, adjusted to reflect
income accrued.
COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE
While the Public Offering Price of Units during
the initial offering period is determined on the
basis of the 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. On the business day
prior to the Date of Deposit, the Public Offering
Price per Unit (which figure includes the sales
charge) exceeded the Redemption Value, (see:
"Essential Information"). The bid and offering
prices of the Treasury Obligations is 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, and expenses incurred in establishing
the Trust including legal and auditing fees and
initial SEC and state registration fees (the
"Organizational Expenses"), will be paid by the
Trust, as is common for mutual funds.
Historically, the Sponsors of Unit Investment
Trusts have paid all organizational expenses. The
Sponsor will receive no fee from the Trust for
its services in establishing the Trust.
The Sponsor will receive a fee, which is earned
for portfolio supervisory services, and which is
based upon the largest number of Units
outstanding during the calendar year. The
Sponsor's fee, which is initially $.00035 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 computed monthly based
upon the largest number of Units outstanding in
the Trust during the preceding month. In
addition, the regular and recurring expenses of
the Trust are estimated to be $.00150 per Unit
annually which include, but are not limited to
Organizational Expenses of $.00080 per Unit and
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 and other expenses incurred in
connection with the purchase and sale of
Securities; and (7) expenses incurred upon termi-
nation of the Trust. In addition, to the extent
then permitted by the Securities and Exchange
Commission, the Trust may incur expenses of
maintaining registration or qualification of the
Trust or the Units under Federal or state
securities laws so long as the 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. Based upon the
last dividend paid prior to the Initial Date of
Deposit, dividends on the Stocks are expected to
be sufficient to pay the estimated expenses of
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 in the same manner
as provided in "Redemption" herein.
RIGHTS OF UNITHOLDERS
Ownership of Units is evidenced by recordation
on the books of the Trustee. In order to avoid
additional operating costs and for investor
convenience, certificates will not be issued
unless a request, in writing with signature
guaranteed by an eligible guarantor institution
or in such other manner as may be acceptable to
the Trustee, is delivered by the Unitholder to
the Sponsor. Issued Certificates are transferable
by presentation and surrender to the Trustee at
its office in Boston, Massachusetts properly
endorsed or accompanied by a written instrument
or instruments of transfer. Uncertificated Units
are transferable by presentation to the Trustee
at its office of a written instrument of
transfer.
Certificates may be issued in denominations of
one Unit or any integral multiple thereof as
deemed appropriate by the Trustee. A Unitholder
may be required to pay $2.00 per certificate
reissued or transferred, and shall be required to
pay any governmental charge that may be imposed
in connection with each such transfer or
interchange. For new certificates issued to
replace destroyed, mutilated, stolen or lost
certificates, the Unitholder must furnish
indemnity satisfactory to the Trustee and must
pay such expenses as the Trustee may incur. Muti-
lated certificates must be surrendered to
Investors Bank & Trust Company for replacement.
DISTRIBUTIONS
The Trustee will distribute any net income
received, if any, from the Income Account,
quarterly on the Distribution Dates 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.
Distributions from the Capital Account will be
made on quarterly Distribution Dates to
Unitholders of record on the preceding Record
Date, provided however, that distributions of
less than $.00500 per Unit need not be made from
the Capital Account on any Distribution Date. 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 (including stock
dividends which were sold) and interest, if any,
accrued by the Trust. All other receipts (i.e.
return of principal, and gains) are credited on
its books to a Capital Account. Stock dividends
received by the Trust, if any, will be sold by
the Trustee and the proceeds therefrom be treated
as income to the Trust. 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.
The Trustee keeps records and accounts of the
Trust at its office in Boston, including records
of the names and addresses of Unitholders, a
current list of underlying Securities in the
portfolio and a copy of the Indenture. Records
pertaining to a Unitholder or to the Trust (but
not to other Unitholders) are available to the
Unitholder for inspection at reasonable times
during business hours.
Within a reasonable period of time after the end
of each calendar year, starting with calendar
year 1996, 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) amounts
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 divi-
dends 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 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;
(5) upon the decline in price or the occurrence
of any materially adverse market or credit
factors, that in the opinion of the Sponsor, make
the retention of such Securities not in the best
interest of the Unitholder;
(6) upon a public tender offer being made for a
Security, or a merger or acquisition being
announced affecting a Security that in the
opinion of the Sponsor make the sale or tender of
the Security in the best interests of the
Unitholders;
(7) upon a decrease in the Sponsor's internal
rating of the Security; 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.
Reinvestment. Cash received upon the sale of
Stock (except for sales to meet redemption
requests) and dividends received may, if and to
the extent there is no legal or regulatory
impediment, be reinvested in United States
Treasury obligations which mature on or prior to
the next scheduled Distribution Date. The Sponsor
anticipates that, where permitted, such proceeds
will be reinvested in current interest-bearing
United States Treasury obligations unless factors
exist such that such reinvestment would not be in
the best interest of Unitholders or would be
impractical. Such factors may include, among
others, (i) short reinvestment periods which
would make reinvestment in United States Treasury
obligations undesirable or infeasible and (ii)
amounts not sufficiently large so as to make a
reinvestment economical or feasible. Any moneys
held and not reinvested will be held in a non-
interest bearing account until distribution on
the next Distribution Date to Unitholders of
record.
AMENDMENT OF THE INDENTURE
The Indenture may be amended by the Trustee and
the Sponsor without the consent of any of the Uni-
tholders 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 materially adversely
affect the interest of the Unitholders.
The Indenture may be amended in any respect by
the Sponsor and the Trustee with the consent of
the holders of 51% of the Units then outstanding;
provided that no such amendment shall (1) reduce
the interest in the Trust represented by a Unit
or (2) reduce the percentage of Unitholders
required to consent to any such amendment,
without the consent of all Unitholders.
The Trustee will promptly notify Unitholders of
the substance of any amendment affecting
Unitholders rights or their interest in the
Trust.
TERMINATION OF THE TRUST
The Indenture provides that the Trust will
terminate 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 percent (20%) of the market
value of the Securities on the Date of Deposit,
the Trustee may in its discretion, and will when
so directed by the Sponsor, terminate such Trust.
The Trust may also be terminated at any time by
the written consent of 51% of the Unitholders or
by the Trustee upon the resignation or removal of
the Sponsor if the Trustee determines termination
to be in the best interest of the Unitholders. In
no event will the Trust continue beyond the
Mandatory Termination Date.
As directed by the Sponsor approximately 30 days
prior to the maturity of the Treasury Obligations
the Trustee will begin to sell the Stocks held in
the Trust. Stocks having the greatest amount of
capital appreciation will be sold first. Upon
termination of the Trust, the Trustee will sell
any Stocks then remaining in the Trust and will
then, after deduction of any fees and expenses of
the Trust and payment into the Reserve Account of
any amount required for taxes or other
governmental charges that may be payable by the
Trust, distribute to each Unitholder, upon
surrender for cancellation of his Certificate
after due notice of such termination, such Uni-
tholder'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 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 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 re-
lieved of all further liability under the
Indenture.
If the Sponsor fails to undertake any of its
duties under the Indenture, becomes incapable of
acting, becomes bankrupt, or has its affairs
taken over by public authorities, the Trustee may
either appoint a successor Sponsor or Sponsors to
serve at rates of compensation determined as
provided in the Indenture or terminate the
Indenture and liquidate the Trust.
TRUSTEE
The Co-Trustees are The First National Bank of
Chicago, a national banking association with its
corporate trust office at One First National
Plaza, Suite 0126, Chicago, Illinois 60670-0126
(which 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 One Lincoln Plaza, 89 South
Street, Boston, Massachusetts 02111, toll-free
number 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 Trustee will not
be liable for any action taken in good faith in
reliance on properly executed documents or the
disposition of moneys, Securities or Certificates
or in respect of any valuation which it is
required to make, except by reason of its own
gross negligence, bad faith or wilful 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 such action
taken by it in good faith. The Trustee will not
be personally liable for any taxes or other
governmental charges imposed upon or in respect
of the Securities or upon the interest thereon or
upon it as Trustee or upon or in respect of the
Trust which the Trustee may be required to pay
under any present or future law of the United
States of America or of any other taxing
authority having jurisdiction. In addition, the
Indenture contains other customary provisions
limiting the liability of the Trustee. The
Trustee will be indemnified and held harmless
against any loss or liability accruing to it
without gross negligence, bad faith or wilful
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,
Independent Auditors, and have been included
herein in reliance upon their report given on
their authority as experts in accounting and
auditing.
LEGAL OPINIONS
The legality of the Units offered hereby has
been passed upon by Orrick, Herrington &
Sutcliffe LLP, 666 Fifth Avenue, New York, New
York, as counsel for the Sponsor.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
As of August 31, 1996
Sponsor: PaineWebber Incorporated
Co-Trustees: Investors Bank & Trust Co. and
The First National Bank of Chicago
<S> <C>
Date of Deposit: September 26, 1995
Aggregate Market Value of Securities in Trust: $20,308,404
Number of Units: 20,200,000
Minimum Purchase:
250 units for Individual Retirement Accounts
1,000 units for all else
Fractional Undivided Interest in the Trust Represented by
Each Unit: 1/20,200,000th
Calculation of Public Offering Price Per Unit
Value of Net Assets in Trust $20,323,213
Divided by 20,200,000 Units $1.0061
Plus Sales Charge of 4.75% of Public Offering Price $.0502
Public Offering Price per Unit $1.0563
Redemption Value per Unit $1.0061
Excess of Public Offering Price over Redemption Value per Unit $.0502
Sponsor's Repurchase Price per Unit $1.0061
Excess of Public Offering Price over Sponsor's Repurchase Price
per Unit $.0502
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: August 31, 2006 (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 * *: $.00330 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 SEVENTEEN:
We have audited the accompanying statement of
financial condition, including the schedule of
investments, of The PaineWebber Pathfinders
Trust, Treasury and Growth Stock Series Seventeen
as of August 31, 1996 and the related statements
of operations and changes in net assets for the
period from September 26, 1995 (date of deposit)
to August 31, 1996. These financial statements
are the responsibility of the Co-Trustees. Our
responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the financial
statements. Our procedures included confirmation
of the securities owned as of August 31, 1996, as
shown in the statement of financial condition and
schedule of investments, by correspondence with
the Co-Trustees. An audit also includes assessing
the accounting principles used and significant
estimates made by the Co-Trustees, as well as
evaluating the overall financial statement
presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material
respects, the financial position of The
PaineWebber Pathfinders Trust, Treasury and
Growth Stock Series Seventeen at August 31, 1996
and the results of its operations and changes in
its net assets for the period from September 26,
1995 to August 31, 1996, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
December 2, 1996
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
STATEMENT OF FINANCIAL CONDITION
August 31, 1996
<CAPTION>
ASSETS
<S> <C> <C>
Treasury Obligation - at market value (Cost $10,909,284)
(note A and note 1 to schedule of investments) $10,071,094
Common Stock - at market value (Cost $9,420,965)
(note 1 to schedule of investments) 10,237,310
Accrued dividends receivable 29,567
Prepaid Organizational Expenses 81,337
Cash 2,161
Total Assets $20,421,469
LIABILITIES AND NET ASSETS
Accounts payable-units redeemed $82,344
Accrued expenses payable 15,912
Total Liabilities 98,256
Net Assets (20,200,000 units of fractional undivided interest outstanding):
Cost to investors (note B) 21,344,093
Less gross underwriting commissions (note C) (1,013,844)
20,330,249
Net unrealized market depreciation (note D) (21,845)
Net amount applicable to unitholders 20,308,404
Undistributed investment income-net 12,648
Undistributed proceeds from securities sold 2,161
Net assets 20,323,213
Total liabilities and net assets $20,421,469
Net Asset Value per unit $1.0061
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
STATEMENT OF OPERATIONS
<CAPTION>
Period from
September 26,
1995 (date of
deposit) to
August 31,
1996
<S> <C>
Operations:
Investment income:
Accretion on Treasury Obligation $569,150
Dividend Income 211,196
Total investment income 780,346
Less expenses:
Trustee's fees, evaluator's expense and other expenses 64,408
Total expenses 64,408
Investment income-net 715,938
Realized and unrealized gain on investments-net:
Net realized gain on securities transactions 58,480
Net change in unrealized market depreciation (21,845)
Net gain on investments 36,635
Net increase in net assets resulting from operations $752,573
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
Period from
September 26,
1995 (date of
deposit) to
August 31,
1996
<S> <C>
Operations:
Investment income-net $715,938
Net realized gain on securities transactions 58,480
Net change in unrealized market depreciation (21,845)
Net increase in net assets resulting from operations 752,573
Less: Distributions to Unitholders (Note E)
Investment income-net 139,740
Total Distributions 139,740
Less: Units Redeemed by Unitholders (Note F)
Value of units at date of redemption 2,802,299
Accreted discount at date of redemption 46,271
Total Redemptions 2,848,570
Decrease in net assets (2,235,737)
Net Assets:
Beginning of Period 7,620,000
Supplemental Deposits (Note F) 14,938,950
End of Period $20,323,213
See accompanying notes to financial statements.
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
NOTES TO FINANCIAL STATEMENTS
August 31, 1996
(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,
1996 is $523,590.
(B) Cost to investors represents the initial
public offering price as of the 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 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, 1996, the gross unrealized
market appreciation was $1,021,007 and the gross
unrealized market depreciation was ($1,042,852).
The net unrealized market depreciation was
($21,845).
(E) Regular distributions of net income,
excluding accretion income and principal receipts
not used for redemption of units are made semi-
annually. 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>
Period from
September 26,
1995 (date of
deposit) to
August 31,
1996
<S> <C>
Number of units redeemed 2,800,000
Redemption amount $2,848,570
The following units were sold through supplemental
deposits:
Number of units sold 15,000,000
Value of amount, net of sales charge $14,938,950
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1996
<CAPTION>
TREASURY OBLIGATIONS (49.59%)
Name of Security Coupon Maturity Value Maturity Date Market Value(1)
<C> <C> <C> <C> <C>
U.S. Treasury Interest Payments
(2) (49.59%) 0% $20,200,000 August 15, 2006 $10,071,094
<CAPTION>
COMMON STOCKS (50.41%)
Name of Issuer Number of Shares Market Value
<C> <C> <C>
Aerospace/Defense: (1.49%)
United Technologies Corporation 2,687 $302,959
Automobile: (2.40%)
Ford Motor Company 7,298 244,483
General Motors Corporation 4,868 242,183
Beverages: (2.86%)
The Coca-Cola Company 6,526 326,300
PepsiCo, Inc. 8,829 253,834
Chemicals: (2.56%)
DuPont (E.I.) De Nemours & Company 3,362 276,104
Dow Chemical Company 3,061 244,115
Computer Software: (2.85%)
Automatic Data Processing, Inc. 6,524 271,562
Microsoft Corporation* 2,507 307,108
Consumer Goods: (1.25%)
Philip Morris Companies, Inc. 2,833 254,261
Electronics/Semi-Conductor: (3.45%)
Hewlett-Packard Company 5,470 239,312
Intel Corporation 3,813 304,325
Motorola, Inc. 2,935 156,656
Entertainment: (1.10%)
The Walt Disney Company 3,940 224,580
Financial Banks: (4.19%)
Citicorp 3,362 279,886
Federal National Mortgage Association 8,914 276,334
Travelers Group, Inc. 6,815 295,579
Forest Products & Paper: (1.10%)
Weyerhaeuser Company 4,993 222,813
Household Products: (1.30%)
Procter & Gamble Company 2,961 263,159
Insurance: (1.24%)
American International Group, Inc. 2,657 252,415
Office/Business Equipment: (2.74%)
Pitney-Bowes, Inc. 5,542 267,402
Xerox Corporation 5,272 289,301
Oil/Gas: (8.82%)
Amoco Corporation 3,614 249,366
Chevron Corporation 4,640 273,180
Exxon Corporation 3,136 255,192
Mobil Corporation 2,284 257,521
Occidental Petroleum Corporation 10,056 233,802
Royal Dutch Petroleum Company ~ 1,857 277,389
Tenneco, Inc. 4,916 244,571
Pharmaceuticals: (4.37%)
American Home Products Corporation 5,372 318,291
Johnson & Johnson 6,170 303,872
Merck & Company, Inc. 4,036 264,862
(Continued)
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1996
<CAPTION>
COMMON STOCKS (50.41%)
Name of Issuer Number of Shares Market Value
<C> <C> <C>
Publishing/Printing: (2.48%)
Dun & Bradstreet Corporation 3,888 $224,046
Gannett Company, Inc. 4,160 278,720
Retail: (1.20%)
Wal-Mart Stores, Inc. 9,182 243,323
Telecommunications: (5.01%)
Airtouch Communications, Inc.* 7,100 195,250
AT&T Corporation (3) 3,614 189,735
NYNEX Corporation 4,792 206,655
SBC Communications, Inc. 4,238 197,597
US West, Inc. 4,814 142,013
US West Media Group* 4,814 87,254
TOTAL COMMON STOCKS $10,237,310
TOTAL INVESTMENTS $20,308,404
(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 "Risk Factors and Special
Considerations - 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-99.2 Opinion of Counsel as to legality of securities
being registered.
EX-27 Financial Data Schedule
EX-99.1 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, PaineWebber Pathfinders Trust Treasury and Growth
Stock Series 17 certifies that it meets all of the
requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of New York, and the
State of New York on the 13th day of December, 1996.
PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 17
(Registrant)
By: PaineWebber Incorporated
(Depositor)
/s/ ROBERT E. HOLLEY
Robert E. Holley
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of PaineWebber
Incorporated, the Depositor, by the following persons in the
following capacities and in the City of New York, and State of New
York, on this 13th day of December, 1996.
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.
December 13, 1996
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 17 (hereinafter
referred to as the "Trust"). The Depositor seeks by means of
Post-Effective Amendment No. 1 to register for reoffering 4,794,400
Units acquired by the Depositor in the secondary market (hereinafter
referred to as the "Units").
In this regard, we have examined executed originals or copies of the
following:
(a) The Restated Certificate of Incorporation, as amended, and the
By-Laws of the Depositor, as amended;
(b) Resolutions of the Board of Directors of the Depositor adopted on
December 3, 1971 relating to the Trust and the sale of the Units;
(c) Resolutions of the Executive Committee of the Depositor adopted
on September 24, 1984;
(d) Powers of Attorney referred to in the Amendment;
(e) Post-Effective Amendment No. 1 to the Registration Statement on
Form S-6 (File No. 33-57631) 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 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 States of New York and California and the United States,
except to the extent necessary to render the opinion as to the
Depositor in paragraph (i) below with respect to Delaware law. As
you know we are not licensed to practice law in the State of
Delaware, and our opinion in paragraph (i) and (iii) as to Delaware
law is based solely on review of the official statutes of the State of
Delaware.
Based upon such examination, and having regard for legal
considerations which we deem relevant, we are of the opinion that:
(i) The Depositor is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware with full
corporate power to conduct its business as described in the
Prospectus;
(ii) The Depositor is duly qualified as a foreign corporation and is in
good standing as such within the State of New York;
(iii)The terms and provisions of the Units conform in all material
respects to the description thereof contained in the Prospectus;
(iv) The consummation of the transactions contemplated under the
Indenture and Agreement and the fulfillment of the terms thereof
will not be in violation of the Depositor's Restated Certificate of
Incorporation, as amended, or By-Laws, as amended and will not
conflict with any applicable laws or regulations applicable to the
Depositor in effect on the date hereof; and
(v) The Certificates to be issued by the Trust, when duly executed by
the Depositor and the Trustee in accordance with the Indenture
and Agreement, upon delivery against payment therefor as
described in the Prospectus will constitute fractional undivided
interests in the Trust enforceable against the Trust in accordance
with their terms, will be entitled to the benefits of the Indenture
and Agreement and will be fully paid and non-assessable.
Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the enforcement of creditors' rights
generally;
(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
(c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby represent that the Amendment contains no disclosure
which would render it ineligible to become effective immediately
upon filing pursuant to paragraph (b) of Rule 485 of the
Commission.
We hereby consent to the filing of this opinion as an exhibit to
the Amendment and to the use of our name wherever it appears in
the Amendment and the Prospectus.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 17
<NAME> PAINEWEBBER PATHFINDERS TRUST TREASURY & GROWTH STOCK
<MULTIPLIER> 1
<CURRENCY> U.S.Dollars
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-26-1995
<PERIOD-END> AUG-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 20,330,249
<INVESTMENTS-AT-VALUE> 20,308,404
<RECEIVABLES> 29,567
<ASSETS-OTHER> 2,161
<OTHER-ITEMS-ASSETS> 81,337
<TOTAL-ASSETS> 20,421,469
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 98,256
<TOTAL-LIABILITIES> 98,256
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 20,200,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 12,648
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,161
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (21,845)
<NET-ASSETS> 20,323,213
<DIVIDEND-INCOME> 211,196
<INTEREST-INCOME> 0
<OTHER-INCOME> 569,150
<EXPENSES-NET> 64,408
<NET-INVESTMENT-INCOME> 715,938
<REALIZED-GAINS-CURRENT> 58,480
<APPREC-INCREASE-CURRENT> (21,845)
<NET-CHANGE-FROM-OPS> 752,573
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 139,740
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 2,800,000
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (2,235,737)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 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 December 2,
1996, in the Registration Statement and related Prospectus of the
PaineWebber Pathfinders Trust Treasury and Growth Stock Series 17.
/s/ ERNST & YOUNG LLP
New York, New York
December 13, 1996
