<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
TO
FORM N-8B-2
Registration Statement of Unit Investment Trust Pursuant to
Section 8(b) of the Investment Company Act of 1940
--------------------
21st CENTURY TRUST
(SERIES 9 AND SUBSEQUENT SERIES OF THE TRUST)
--------------------
[ x ] Not the issuer of periodic payment plan certificates.
[ ] Issuer of periodic payment plan certificates.
Amending Items I and IX (Exhibits)
Items II through VIII are hereby incorporated by reference form Registration
Statement on Form S-6 (File No. 33-43682) and Form N-8B-2 for 21st Century
Trust, Series 1, both previously filed with the Securities and Exchange
Commission on October 31, 1991.
<PAGE> 2
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number. (According to security
designation or otherwise, if the trust does not have or does
not transact business under any other designation).
21st Century Trust, I.R.S. Employer Identification Number:
Series 1 (13-6981415)
Series 2 (13-6985233)
Series 3 (13-6988104)
Series 4 (13-6992479)
Series 5 (13-6995833)
Series 6 (13-7002404)
Series 7 (13-7008665)
Series 8 (13-7020240)
Series 9 (13- )
(b) Furnish title of each class or series of securities issued by
the trust.
UNITS OF BENEFICIAL INTEREST
--evidencing--
an Undivided Interest
--in--
21st CENTURY TRUST
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
Series 7
Series 8
Series 9
(There will be subsequent series of the Trust)
<PAGE> 3
IX. EXHIBITS
The following Exhibits are filed herewith:
Exhibit A Copy of Amended and Restated Standard Terms and
Conditions of Trust, among Unison Investment Trusts L.
P. d/b/a Unison Investment Trusts Ltd., as Depositor,
United States Trust Company of New York, as Trustee,
and Kenny S & P Evaluation Services, a division of
Kenny Information Systems, Inc., as Evaluator. (9)
Exhibit B Copy of Trust Agreement between the Depositor, the
Trustee and the Evaluator (the "Indenture")(Series 1).
(1)
Exhibit B(1) Copy of Indenture (Series 2). (4)
Exhibit B(2) Copy of Indenture (Series 3). (5)
Exhibit B(3) Copy of Indenture (Series 4). (6)
Exhibit B(4) Copy of Indenture (Series 5). (7)
Exhibit B(5) Copy of Indenture (Series 6). (8)
Exhibit B(6) Copy of Indenture (Series 7). (9)
Exhibit B(7) Copy of Indenture (Series 8). (10)
Exhibit B(8) Copy of Indenture (Series 9).
Exhibit C Copy of Underwriting Agreement between Unison
Investment Trusts Ltd. as Sponsor and Edward D.
Jones & Co. as Underwriter. (1)
Exhibit D Copy of Terms Agreement (Series 1). (1)
Exhibit D(1) Copy of Terms Agreement (Series 2). (4)
Exhibit D(2) Copy of Terms Agreement (Series 3). (5)
Exhibit D(3) Copy of Terms Agreement (Series 4). (6)
Exhibit D(4) Copy of Terms Agreement (Series 5). (7)
Exhibit D(5) Copy of Terms Agreement (Series 6). (8)
Exhibit D(6) Copy of Terms Agreement (Series 7). (9)
Exhibit D(7) Copy of Terms Agreement (Series 8). (10)
Exhibit D(8) Copy of Terms Agreement (Series 9).
Exhibit E Form of Certificate of Ownership. (1)
Exhibit F Copy of Restated Certificate of Limited Partnership of
Unison Investment Trusts Ltd. (10)
<PAGE> 4
Exhibits G and H are superseded by Exhibit F filed herewith.
Exhibits I and J are superseded by Exhibit K.
Exhibit K Copy of Amended and Restated Limited Partnership
Agreement of Unison Investment Trusts Ltd. (2)
Exhibit K(1) Copy of First Amendment to Amended and Restated
Limited Partnership Agreement of Unison Investment
Trusts Ltd. (10)
Exhibit L Prospectus (Series 1). (1)
Exhibit L(1) Prospectus (Series 2). (4)
Exhibit L(2) Prospectus (Series 3). (5)
Exhibit L(3) Prospectus (Series 4). (6)
Exhibit L(4) Prospectus (Series 5). (7)
Exhibit L(5) Prospectus (Series 6). (8)
Exhibit L(6) Prospectus (Series 7). (9)
Exhibit L(7) Prospectus (Series 8). (10)
Exhibit L(8) Prospectus (Series 9).
Exhibit M Information Regarding Officers and Directors of Unison
Capital Corp., Inc., General Partner of Unison
Investment Trusts Ltd. (3)
Exhibit N Consent of Arthur Andersen & Co. (10)
Exhibit O Audited Financial Statements of the Sponsor as of
December 31, 1992. (10)
_________________
(1) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-43682) and Amendment No. 1 on Form N-8B-2 for 21st
Century Trust, Series 1, and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission in
connection with the Registration Statement on Form S-6 (File No.
33-32266) and Form N-8B-2 for Central Equity Trust, Utility Series 1,
and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission in
connection with the Registration Statement on Form S-6 (File No. 33-
43682) and Form N-8B-2 for 21st Century Trust, Series 1, and
incorporated herein by reference.
<PAGE> 5
(4) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-44634) for 21st Century Trust, Series 2, and
incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-45368) for 21st Century Trust, Series 3, and
incorporated herein by reference.
(6) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-46215) for 21st Century Trust, Series 4, and
incorporated herein by reference.
(7) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-48179) for 21st Century Trust, Series 5, and
incorporated herein by reference.
(8) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-49686) for 21st Century Trust, Series 6, and
incorporated herein by reference.
(9) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-53998) for 21st Century Trust, Series 7, and
incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission in
connection with Amendment No. 1 to the Registration Statement on Form
S-6 (File No. 33-60698) for 21st Century Trust, Series 8, and
incorporated herein by reference.
<PAGE> 6
Pursuant to the requirements of the Investment Company Act of 1940, Unison
Investment Trusts Ltd., the Sponsor of the registrant, has caused this
instrument to be duly signed on behalf of the Registrant in the City of
Maryland Heights and the State of Missouri on the 28th day of
January , 1994 .
21st CENTURY TRUST
(and Subsequent Series of the
Trust)
UNISON INVESTMENT TRUSTS LTD.,
Sponsor
By: Unison Capital Corp., Inc.,
General Partner
By: /s/ STEVEN NOVIK
Its: Vice President
<PAGE> 7
EXHIBIT INDEX
TO
FORM N-8B-2
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- ------------------------------------------------------
Exhibit B(8) Copy of Indenture (Series 9)
Exhibit D(8) Copy of Terms Agreement (Series 9)
Exhibit L(8) Prospectus (Series 9)
<PAGE> 1
EXHIBIT B(8)
21st CENTURY TRUST, SERIES 9
TRUST AGREEMENT
Dated January 28, 1994
This Trust Agreement between Unison Investment Trusts Ltd. as
Sponsor, United States Trust Company of New York, as Trustee and Kenny S & P
Evaluation Services, a division of Kenny Information Systems, Inc., a New York
corporation, as Evaluator, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled 21st
Century Trust, Amended and Restated Standard Terms and Conditions of Trust,
among the parties hereto, dated as of January 14, 1993 (the "Standard Terms and
Conditions of Trust"), and such provisions as are set forth in full and such
provisions as are incorporated by reference constitute a single instrument.
Any references herein to Articles and Sections are to Articles and Sections of
the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Sponsor, the Trustee and the
Evaluator agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof and except as set
forth below, all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety and shall be
deemed to be a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this instrument.
The following provisions of the Standard Terms and Conditions
of Trust are herein incorporated by reference in their amended form:
None.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
(a) The Securities defined in Section 1.1(15) and listed
in Schedule A hereto have been deposited in 21st Century Trust, Series 9 (the
"Trust") under this Trust Agreement.
(b) The number of Units delivered by the Trustee in
exchange for the Securities specified in paragraph (a) and the fractional
undivided interest in and ownership of the Trust represented by each Unit
thereof are set forth under "Summary of Essential Information -- Initial Number
of Units" and "Summary of Essential Information -- Fractional Undivided
<PAGE> 2
Interest in the Trust Represented by Each Unit" in the Prospectus relating to
such Trust dated as of even date herewith (the "Prospectus").
(c) The Sponsor may rely, and is justified in so relying,
on an initial evaluation of the Portfolio of this 21st Century Trust, Series 9
by the Evaluator.
(d) The Trustee's Compensation referred to in Section 6.04
is $0.80 per 100 Units. Notwithstanding the foregoing, the Trustee's
Compensation on account of its services theretofore performed and its expenses
theretofore incurred on behalf of the Trust shall not be less than Two Thousand
Five Hundred Dollars ($2,500.00) per year.
(e) The Evaluator's compensation referred to in
Section 4.03 is set forth under "Summary of Essential Information-- Evaluator's
Fee" in the Prospectus.
(f) The Record Date shall be the Record Date set forth
under "Summary of Essential Information" in the Prospectus.
(g) The Distribution Date shall be the Distribution Date
set forth under "Summary of Essential Information -- Distribution Date" in the
Prospectus.
(h) The First Settlement Date shall be the date set forth
under "Summary of Essential Information -- First Settlement Date" in the
Prospectus.
(i) Pursuant to Section 9.02, the Mandatory Termination
Date shall be the date set forth under "Summary of Essential Information --
Mandatory Termination Date" in the Prospectus.
(j) Pursuant to Section 6.01(b)(7), the Minimum
Termination Value shall be the amount set forth under "Summary of Essential
Information -- Minimum Termination Value" in the Prospectus.
(k) The Maturity Value of the Units shall be $21.00 per
Unit.
(l) Pursuant to Section 2.05(a), the form of certificate
representing the Units of the Trust is attached hereto as Exhibit A.
(m) Pursuant to Section 2.01(b), the form of Supplemental
Trust Agreement is attached hereto as Exhibit B.
IN WITNESS WHEREOF, Unison Investment Trusts Ltd. has caused
this Trust Agreement to be executed by its general partner; and United States
Trust Company of New York has caused this Trust Agreement to be executed by its
President or Vice President or Assistant Vice President and its corporate seal
to be hereto affixed and attested by its Secretary or Assistant Secretary; and
Kenny Information Systems, Inc. has caused this Trust Agreement to be executed
by its President and its corporate seal to be hereto affixed and attested by
its Executive Vice President and Secretary; all as of the day, month and year
first above written.
<PAGE> 3
UNISON INVESTMENT TRUSTS LTD.,
Sponsor
By: Unison Capital Corp., Inc.,
General Partner
[NO SEAL]
By: /s/ Steven Novik
Name: Steven Novik
Title: Vice President
ATTEST:/s/ Lawrence R. Sobol
Name: Lawrence R. Sobol
Title: Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
[SEAL]
By: /s/ Lionel Cottino
Name: Lionel Cottino
Title: Vice President
ATTEST:/s/ Marissa Liegi
Name: Marissa Liegi
Title: Assistant Secretary
KENNY INFORMATION SYSTEMS, INC.
By: /s/ James A. Quandt
[SEAL] Name: James A. Quandt
Title: President
ATTEST:/s/ F. A. Shinal
Name: F. A. Shinal
Title: Senior Vice President
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
I, Mary Clare Bick, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Steven Novik, personally known to me to
be the same person whose name is subscribed to the foregoing instrument and
personally known to me to be a Vice President of Unison Capital Corp., Inc.,
the general partner of Unison Investment Trusts Ltd., a Missouri limited
partnership, appeared before me this day in person and acknowledged that he
signed and delivered the said instrument on behalf of Unison Investment Trusts
Ltd. as the free and voluntary act as such Vice President and as the free and
voluntary act of Unison Investment Trusts Ltd., a Missouri limited partnership,
for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 26th day of January, 1994.
(Seal) /s/ Mary Clare Bick
Mary Clare Bick
Notary Public - State of Missouri
St. Louis County
My Commission Expires September 15, 1997
<PAGE> 4
STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )
On this 21st day of January, 1994, before me personally came Lionel
Cottino to me known, who, being by me first duly sworn, said that he is a Vice
President of United States Trust Company of New York, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of the said corporation; that the seal affixed to the said instrument is
such corporate seal; that it was so affixed by authority of the Bylaws of the
said corporation; and that he signed his name thereto by like authority.
(Seal) /S/ DOROTHY S. BOCHINO
NOTARY PUBLIC
DOROTHY S. BOCHINO
NOTARY PUBLIC, State of New York
No. 01B04950864
Qualified in Richmond County
Commission Expires 5-8-95
<PAGE> 5
SCHEDULE A
TRUST AGREEMENT
(Incorporated herein and made a part hereof is the "Schedule of Trust
Securities" as set forth in the Prospectus.)
<PAGE> 6
EXHIBIT A
No.__- __ CERTIFICATE OF OWNERSHIP __________ Units
--evidencing--
21st CENTURY TRUST, SERIES ____
This is to certify that ______________ is the owner and registered
holder of this Certificate evidencing the ownership of _____________Percent
(___%) of the unit(s) of undivided interest ("Units") in the Series of 21st
CENTURY TRUST noted on the face hereof (the "Trust") created by the Standard
Terms and Conditions of Trust, as amended and restated, and a related Trust
Agreement relating to such Series (collectively, the "Indenture"), by and among
UNISON INVESTMENT TRUSTS LTD. (the "Sponsor"), UNITED STATES TRUST COMPANY OF
NEW YORK (the "Trustee") and KENNY S&P EVALUATION SERVICES, a division of Kenny
Information Systems, Inc. (the "Evaluator"). The Trust consists of: (l) "zero
coupon" treasury obligations issued by the United States of America (the "Zero
Coupon Obligations") and equity securities of corporations or other entities
(the "Equity Securities") (the Zero Coupon Obligations and the Equity
Securities are hereinafter collectively referred to as the "Securities") or
contracts to purchase such Zero Coupon Obligations and Equity Securities
deposited in trust and listed in the Trust Agreement with respect to the Trust
and any other obligations that may be deposited in the Trust in exchange or
substitution therefor by reason of replacement of failed contracts initially
deposited in accordance with the Indenture, as may from time to time continue
to be held as part of the Trust; and (2) such cash amounts as from time to time
may be held in the Income Account, the Capital Account, the Reserve Account and
the Reserve Expense Account maintained under the Indenture in the manner
described therein. Subject to the terms and conditions in the Indenture, the
Sponsor is permitted to deposit from time to time with the Trustee additional
Securities and thereupon the Trustee is authorized to issue additional Units of
the Trust.
At any given time this Certificate shall represent a fractional
undivided interest in the Trust, the numerator of which fraction shall be the
number of units set forth on the face hereof and the denominator of which shall
be the total number of units of undivided fractional interest represented by
all Units of the Trust which are outstanding at such time.
The Sponsor hereby grants and conveys all of its right, title and
interest in and to the Trust to the extent of the fractional individual
interest represented hereby to the registered holder of this Certificate
subject to and in pursuance of the Indenture, all the terms, conditions and
covenants of which are incorporated herein as if fully set forth at length.
The registered holder of this Certificate is entitled at any time upon
tender of this Certificate to the Trustee at its corporate trust office in the
City of New York, and upon payment of any tax or other governmental charges, to
receive on the seventh calendar day following the day on which such tender is
made, or, if such calendar day is not a Business Day, on the first Business Day
prior to such calendar day, an amount in cash equal to the evaluation of the
fractional undivided interest in the Trust evidenced by this Certificate, upon
the basis provided for in the Indenture. The right of redemption may be
suspended and the date of payment may be postponed for any period during which
the New York Stock Exchange is closed or trading on that Exchange is
restricted, for any period during which an emergency exists so that disposal of
<PAGE> 7
the securities held in the Trust is not reasonably practicable or it is not
reasonably practicable fairly to determine the value of such securities, or for
such other periods as the Securities and Exchange Commission may by order
require or permit.
The Sponsor has the right to purchase any Certificate tendered to the
Trustee for redemption no later than the close of business on the second
Business Day after the day on which such Unit or Units was tendered for
redemption such tender at a price not less than the redemption Unit Value as
determined under the Indenture (the "Redemption Value"). So long as the
Sponsor is maintaining a secondary market for the Units, the Sponsor may
repurchase any Certificates tendered for redemption. Such purchase shall be
made by payment by the Sponsor to the Unitholder not later than the seventh day
following tender to the Trustee.
Dividends and other income received by the Trustee as part of the
Trust shall be credited by the Trustee to the Income Account as provided in the
Indenture.
This Certificate shall be transferable by the registered holder hereof
by presentation and surrender hereof at the corporate trust office of the
Trustee properly endorsed on the reverse hereof or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Trustee and
executed by the registered holder hereof or his authorized attorney.
Certificates with respect to this Series are interchangeable for one or more
Certificates representing an equal aggregate number of units of undivided
interest at the corporate trust office of the Trustee, in denominations of a
single unit of undivided interest or any multiple thereof.
The Unitholder hereof may be required to pay a fee in connection with
the transfer or interchange of this Certificate and any tax or other
governmental charge that may be imposed in connection with the transfer,
interchange or other surrender of this Certificate.
The holder of this Certificate, by virtue of the acceptance hereof,
shall have the rights described in, and assents to and shall be bound by the
terms of, the Indenture (subject to the limitations described therein), copies
of which are on file and available for inspection at the corporate trust office
of the Trustee, to which reference is made for all the terms, conditions and
covenants thereof.
The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof for
all purposes and the Trustee shall not be affected by any notice to the
contrary.
The Indenture created hereby shall terminate upon the maturity,
redemption, sale or other disposition of the last of the Zero Coupon
Obligations or Equity Securities, as the case may be, held thereunder;
provided, however, that in no event shall the Indenture continue beyond the
Mandatory Termination Date specified in the Trust Agreement. The Indenture
also provides that the Trust may be terminated at any time by the written
consent of 51% of the Unitholders of the Trust and under certain circumstances
which include a redemption by the Sponsor and/or one or more underwriters
within 90 days of the Date of Deposit of Units not theretofore sold, in a
number sufficient to reduce the net worth of the Trust to less than 40% of the
aggregate value of Securities initially deposited in the Trust. Upon any
<PAGE> 8
termination, the Trustee shall fully liquidate the Zero Coupon Obligations and
the Equity Securities (except as provided below) then held and distribute pro
rata the funds then held in the Trust upon surrender of the Units, unless the
Unitholder is eligible for, and has surrendered the Certificate and has
properly elected an In-Kind Distribution of shares of Equity Securities, in
which case the Trustee shall distribute, in addition to such Unitholder's pro
rata share of cash from the Zero Coupon Obligations, Equity Securities in-kind
and cash for fractional shares all in the manner provided in the Indenture.
Upon termination, the Trustee shall be under no further obligation with respect
to the Trust, except to hold such funds in trust without interest until
distribution as aforesaid and shall have no duty upon any such termination to
communicate with the Unitholder other than by mail at the address of such
Unitholder appearing on the registration books of the Trustee.
This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.
IN WITNESS WHEREOF, Unison Investment Trusts Ltd., as Sponsor and
United States Trust Company of New York, as Trustee have caused this
Certificate to be executed in their corporate names by the manual signature of
an authorized officer.
DATE:________________
UNITED STATES TRUST COMPANY
OF NEW YORK
By:________________________________
Authorized Officer
UNISON INVESTMENT TRUSTS L.P. COMPANY
d/b/a UNISON INVESTMENT TRUSTS LTD.
BY: Unison Capital Corp., Inc.,
General Partner
By:_______________________________
Authorized Officer
KENNY INFORMATION SYSTEMS, INC.
By:______________________________
Authorized Officer
<PAGE> 9
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN
DEFINITIVE FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
The following abbreviations, when used in the inscriptions on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants UNIF GIFT MIN ACT-____Custodian____
in common (Cust) (Minor)
Uniform Gifts to Minors Act
TEN ENT - as tenants
by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
Act_____________________________
(State)
Additional abbreviations may also be used though
not in the above list.
<PAGE> 10
FORM OF ASSIGNMENT
For Value Received ____________________________________ hereby sells,
assigns and transfers
unto___________________________________________________________________________
_______________ (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE) the within Certificate and does hereby irrevocably constitute and
appoint __________________________________________ attorney, to transfer the
within Certificate on the books of the Trustee, with full power of substitution
in the premises.
Date:______________________
____________________________________
The signature(s) to this assignment must correspond
with the name(s) as written upon the face of the
Certificate without alteration or enlargement or any
change whatever.
Signature guarantee should be made by the Sponsor, a
member of the New York, American, Midwest or Pacific
Stock Exchange, or by a commercial bank or trust
company having its principal office or correspondent
in the City of New York.
Signature Guaranteed
_____________________________________
_____________________________________
<PAGE> 11
EXHIBIT B
21st CENTURY TRUST, SERIES ___
SUPPLEMENTAL TRUST AGREEMENT
THIS ____________________ SUPPLEMENTAL TRUST AGREEMENT made this ____ day
of _________, 199__ between Unison Investment Trusts Ltd., as Sponsor, United
States Trust Company of New York, as Trustee and Kenny S & P Evaluation
Services, a division of Kenny Information Systems, Inc., as Evaluator.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Trust Agreement (as hereinafter defined).
RECITALS
A. The Sponsor, the Trustee and the Evaluator previously entered into a
Trust Agreement, dated ____ 199__ (the "Trust Agreement"), establishing 21st
Century Trust, Series ___ (the "Trust").
B. Pursuant to Sections 2.01(b) and 2.03(b) of the Trust Agreement, the
Sponsor has advised the Trustee of its intent to deposit with the Trustee the
Securities and the Cash Amount, if any, described in Schedule A hereto (the
"Additional Securities") and to create _________ Additional Units (the
"Additional Units").
In consideration of the premises and of the mutual agreements contained
herein and in the Trust Agreement, the Sponsor, the Trustee and the Evaluator
agree as follows:
1. The Additional Securities and the Cash Amount have been deposited in
the Trust pursuant to the Trust Agreement and shall be held and applied by the
Trustee as provided in the Trust Agreement.
2. The fractional undivided interest in and ownership of the Trust
represented by each Unit thereof is the amount set forth in Schedule A hereto.
3. For value received, the Sponsor hereby sells, assigns and transfers to
the Trustee all rights under contracts to purchase Additional Securities
identified in Schedule A to this Supplemental Trust Agreement as being subject
to such contracts and does hereby irrevocably constitute and appoint the
Trustee its attorney-in-fact in all matters respecting the said contracts with
full power of substitution in the premises.
4. The Sponsor covenants that the Additional Securities have been or, as
to Additional Securities subject to contracts to purchase will be, acquired by
it in good faith and for value without notice of any infirmity in any respect
thereof or of any defect in the title of the person from whom such obligations
have been or will be acquired and does further covenant that the Additional
Securities are not and will not be subject to any lien or encumbrance incurred
by the Sponsor.
5. The Sponsor, the Trustee and the Evaluator certify that they have
severally executed a certificate in the form of Exhibit A to the Trust
Agreement registered in the name of or to the order of the Sponsor, evidencing
ownership of all of the Additional Units of the Trust.
6. As of the Business Day prior to the date hereof, there were __________
Units of the Trust. Pursuant to Section 1.1(2) of the Trust Agreement, as of
the date hereof, the Cash Amount with respect to the Trust is $_____________,
<PAGE> 12
and the Sponsor has deposited with the Trustee the aggregate sum of
$_______________ in connection with the creation of ________________Additional
Units.
7. Except as otherwise provided herein, the terms of the Trust Agreement
shall remain in full force and effect.
UNITED STATES TRUST COMPANY UNISON INVESTMENT TRUSTS LTD.
OF NEW YORK, as Trustee By: Unison Capital Corp., Inc.,
General Partner
By:_______________________ By:____________________________
Name:_____________________ Name:__________________________
Title:____________________ Title:_________________________
KENNY INFORMATION SYSTEMS, INC.
By:___________________________
Name:_________________________
Title:________________________
<PAGE> 1
EXHIBIT D(8)
UNISON INVESTMENT TRUSTS LTD.
21st Century Trust
Series 9
TERMS AGREEMENT
Dated: January 28, 1994
To: Unison Investment Trusts Ltd. ("the Company")
Re: Underwriting Agreement dated November 21, 1991 (the "Underwriting
Agreement").
Series Designation: 21st Century Trust, Series 9
Terms of the Units and Underwriting Compensation:
As set forth in the Summary of Essential Information in the Prospectus dated
January 28, 1994.
Representative: Edward D. Jones & Co.
Underwriters and Principal Amount to be Purchased:
As set forth in the Summary of Essential Information in the Prospectus dated
January 28, 1994.
Edward D. Jones & Co. hereby agrees to purchase from the
Company the Units of fractional undivided interest in and ownership of the
Trust created pursuant to the Trust Agreement, dated as of the date hereof,
relating to the 21st Century Trust, Series 9, on the terms and conditions set
forth in this Terms Agreement and the Underwriting Agreement. The terms,
conditions, warranties, representations and covenants contained in the
Underwriting Agreement are hereby incorporated herein by reference and shall
issue to the benefit of and be binding upon the Underwriter.
EDWARD D. JONES & CO.
By: /s/ Edward Soule
Name: Edward Soule
Title: Principal
Accepted:
UNISON INVESTMENT TRUSTS LTD.
By: Unison Capital Corp., Inc.,
general partner
By: /s/ Steven Novik
Name: Steven Novik
Title: Vice President
<PAGE> 1
THIS PROSPECTUS CONSISTS OF TWO PARTS. PART A CONTAINS A SUMMARY OF ESSENTIAL
INFORMATION AND DESCRIPTIVE MATERIAL RELATING TO THE TRUST, THE TRUST'S
PORTFOLIO AND A STATEMENT OF FINANCIAL CONDITION OF THE TRUST. PART B CONTAINS
A GENERAL DESCRIPTION OF THE TRUST. PART A MAY NOT BE DISTRIBUTED UNLESS
ACCOMPANIED BY PART B.
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21ST CENTURY TRUST
SERIES 9
52,370 Units
A Unit Investment Trust
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The Trust is formed for the purposes of protecting capital, for
Unitholders who purchase at the initial offering price of $21.00, or less, and
hold their units through the Mandatory Termination Date, and providing income
and capital appreciation through investment in a fixed portfolio consisting of
"zero coupon" obligations ("Zero Coupon Obligations"), publicly traded common
stocks issued by United States corporations and American Depositary Receipts
("ADRs") (such Zero Coupon Obligations, publicly traded common stocks and ADRs
are collectively referred to herein as the "Portfolio" or the "Portfolio
Securities"). Zero Coupon Obligations, issued by the U.S. Government, are
securities which accrue but do not pay income currently, are sold at a discount
and represent an obligation to pay a fixed amount at a future date. ADRs are
receipts issued by United States depositaries evidencing ownership of common
stock of foreign corporations on deposit with a foreign custodian. Both the
publicly traded common stocks and the ADRs may provide income or are considered
to have the potential for capital appreciation or both (such common stocks and
ADRs are collectively referred to herein as the "Equity Securities"). The
issuers of the publicly traded common stocks in the Portfolio, together with
the foreign issuers of the equity securities underlying the ADRs in the
Portfolio, are collectively referred to herein as the "Issuers". The value of
the Units of the Trust will fluctuate with the value of the Portfolio.
Unless terminated earlier, the Trust will terminate on February 28,
2005 (the "Mandatory Termination Date"), and any Portfolio Securities then held
will, within a reasonable time thereafter, be sold by the Trustee. The Trust
has been organized so that purchasers of Units should receive, upon termination
of the Trust at the Mandatory Termination Date, at least $21.00 per Unit (which
is equal to the per Unit value upon maturity of the Zero Coupon Obligations),
even if the Trust never received a dividend and the value of the equity
Securities decreased to zero, which the Sponsor considers unlikely. If a
Unitholder sells or redeems Units or if the Trust is terminated prior to the
Mandatory Termination Date, the Unitholder may receive less than $21.00 per
Unit. See "Summary of Essential Information -- Objectives" and "Summary of
Essential Information -- Risk Disclosure" in Part A and "The Trust --
Objectives and Securities Selection" in Part B.
NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THESE TRANSACTIONS OR UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 2
Sponsor:
UIT
Unison Investment Trusts Ltd.
Prospectus Part A dated January 28, 1994
Read and Retain both parts of the Prospectus for further reference.
<PAGE> 3
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Parts A and B of this Prospectus do not contain all of the information
with respect to the Trust and the Sponsor set forth in the registration
statement and exhibits relating thereto which have been filed with the
Securities and Exchange Commission, Washington, D.C. under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to
which reference is hereby made.
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21ST CENTURY TRUST
SERIES 9
TABLE OF CONTENTS
-----------------
PART A
SUMMARY OF ESSENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 5
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Public Offering Price; Market Value; Sales Charge . . . . . . . . . 10
Market for Units. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Risk Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Underwriting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Trust Summary as of the Date of Deposit . . . . . . . . . . . . . . 13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . 15
STATEMENT OF FINANCIAL CONDITION . . . . . . . . . . . . . . . . . . . . . . 16
SCHEDULE OF PORTFOLIO SECURITIES . . . . . . . . . . . . . . . . . . . . . . 17
ISSUERS OF EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 19
DESCRIPTION OF EARNINGS AND DIVIDEND RANKINGS. . . . . . . . . . . . . . . . 27
PART B
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Summary Description of the Portfolio. . . . . . . . . . . . . . . . 31
Objectives and Portfolio Selection. . . . . . . . . . . . . . . . . 36
PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Public Offering Price; Market Value . . . . . . . . . . . . . . . . 38
Public Distribution . . . . . . . . . . . . . . . . . . . . . . . . 39
Secondary Market. . . . . . . . . . . . . . . . . . . . . . . . . . 39
Profit of Sponsor and Underwriter . . . . . . . . . . . . . . . . . 40
FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
General Consequences . . . . . . . . . . . . . . . . . . . . . . . 40
Taxation of Dividends Received by the Trust . . . . . . . . . . . . 41
Corporate Unitholders Dividends Received Deduction. . . . . . . . . 42
Limitations on Deductibility of Trust Expenses by Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . 42
Disposition of Portfolio Securities by the Trust and
Disposition of Units. . . . . . . . . . . . . . . . . . . . 43
Special Tax Consequences of In Kind Distributions Upon
Redemption of Units . . . . . . . . . . . . . . . . . . . . 43
Computation of the Unitholder's Tax Basis . . . . . . . . . . . . . 44
Back-up Withholding . . . . . . . . . . . . . . . . . . . . . . . . 44
STATUS OF THE TRUST UNDER NEW YORK STATE AND CITY LAW. . . . . . . . . . . . 44
<PAGE> 4
RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Certain Limitations . . . . . . . . . . . . . . . . . . . . . . . . 46
Redemption of Units . . . . . . . . . . . . . . . . . . . . . . . . 46
TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Initial Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Miscellaneous Expenses. . . . . . . . . . . . . . . . . . . . . . . 50
ADMINISTRATION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . 51
Records and Accounts. . . . . . . . . . . . . . . . . . . . . . . . 51
Distributions of Income and Capital . . . . . . . . . . . . . . . . 51
Administration of the Portfolio . . . . . . . . . . . . . . . . . . 51
Reports to Unitholders. . . . . . . . . . . . . . . . . . . . . . . 53
Amendment or Termination. . . . . . . . . . . . . . . . . . . . . . 53
Limitations on Liabilities. . . . . . . . . . . . . . . . . . . . . 55
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
The Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
The Evaluator . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Underwriting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Legal Opinions. . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
<PAGE> 5
SUMMARY OF ESSENTIAL INFORMATION
21ST CENTURY TRUST, SERIES 9
AS OF JANUARY 27, 1994 (1)
Initial Number of Units (2)................................... 52,370
Fractional Undivided Interest in the Trust Represented by
Each Unit................................................... 1/52,370th
Public Offering Price Per Unit:
Aggregate Market Value of Portfolio Securities (3).......... $1,029,793
Divided by 52,370 Units (times 100 Units)................... $ 1,966
Plus Sales Charge (4) of 4.9% of Public Offering Price
(approximately 5.15% of the Market Value of the Units)
(5) per 100 Units......................................... $ 101
----------
Public Offering Price per 100 Units (4)..................... $ 2,067
Plus amount, if any, per 100 Units in the Income Account
and the Capital Account (5)............................... $ --
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Total............................................... $ 2,067
==========
Redemption Price per 100 Units (3)(6) (based on bid price
evaluation of underlying Zero Coupon Obligations and
aggregate underlying value of Equity Securities; $106 less
than Public Offering Price per 100 Units; $5 less than
Sponsor's initial Repurchase Price per 100 Units)........... $ 1,961
Aggregate market value of Zero Coupon Obligations............. $ 564,443
Evaluation Time........................ Close of trading on the New York
Stock Exchange (currently 4:00 P.M.
New York time).
Record Date............................ December 10 of each year, commencing
December 10, 1994 (the "First Record
Date").
Distribution Date...................... December 20 of each year, commencing
December 20, 1994.
Capital Distribution Dates............. December 20 of each year, commencing
December 20, 1994. No capital
distribution will be made if the
amount in the Capital Account
available to be distributed is less
than $1.00 per 100 Units outstanding.
A special capital distribution will
be made if the amount in the Capital
Account available for distribution is
greater than $10.00 per 100 Units
outstanding. (See "Administration of
Trust -- Distributions of Income and
Capital" in Part B.)
Zero Coupon Obligations Maturity Date.. February 15, 2005
Mandatory Termination Date............. February 28, 2005
Minimum Termination Value.............. The Trust Agreement may be terminated
by the Sponsor if the market value of
the Trust at any time is less than
80% of the market value of the
Securities deposited in the Trust on
the initial Date of Deposit.
<PAGE> 6
Trustee's Fee and Estimated
Expenses(7).......................... $2.67 per 100 Units per annum.
Sponsor's Annual Portfolio Supervision
Fee.................................. $0.50 per 100 Units, maximum of $0.50
per 100 Units.
Evaluator's Fee (7).................... $10 per evaluation.
First Settlement Date.................. February 4, 1994
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[FN]
(1) The Business Day prior to the date of Part A of this Prospectus (the
"Date of Deposit"). The Trust Agreement was signed and the deposit of
Portfolio Securities with the Trustee was made on the date of Part A
of this Prospectus.
(2) The number of Units will be increased as the Sponsor deposits
additional Portfolio Securities into the Trust. (See "Introduction" in
Part B.)
(3) In determining the Public Offering Price of the Units, the value of
Zero Coupon Obligations is determined based upon the aggregate
offering side evaluation of the Zero Coupon Obligations. In
determining the Redemption Price of the Units, the value of the Zero
Coupon Obligations is based upon the aggregate bid side evaluation of
the Zero Coupon Obligations. Equity Securities listed on a securities
exchange are valued by the Evaluator at the last closing sale price,
or if no such price exists, at the mean between the closing bid and
offer prices or other bases. (See "Public Offering Price; Market
Value; Sales Charge" herein.) On the Date of Deposit there will be no
cash in the Income Account.
(4) Certain purchasers of Units are entitled to a reduced sales charge.
(See "Public Offering -- Public Offering Price; Market Value" in
Part B.)
(5) On the Date of Deposit there will be no cash in the Income Account.
The determination of the value of each Unit for purposes of
calculating the Public Offering Price of Units purchased after the
initial Date of Deposit will include the pro rata share attributable
to such Units of any amounts in the Income Account and the Capital
Account of the Trust and amounts, if any, receivable in respect of
Equity Securities trading ex-dividend on the date such additional
Equity Securities are deposited in the Trust. (See "Introduction" and
"Public Offering -- Public Offering Price; Market Value" in Part B.)
(6) This price is computed as of the day prior to the Date of Deposit and
may vary from such price on the date of this Prospectus or any
subsequent date.
<PAGE> 7
(7) The estimate of the Trustee's annual fees and expenses (including
estimated Evaluator's fee) is based upon a Trust with an aggregate
market value of Portfolio Securities deposited of $5,000,000. The
Trustee's annual fees and expenses per 100 Units will be $9.78 per 100
Units per annum if no additional Portfolio Securities are deposited in
the Trust after the Date of Deposit and $1.75 per 100 Units per annum
if the aggregate market value of Portfolio Securities deposited in the
Trust is $10,000,000. The Trustee's fee for the period prior to the
First Record Date will be calculated based upon the aggregate number
of Units outstanding on the First Record Date without taking into
account when such Units were issued.
<PAGE> 8
SUMMARY OF ESSENTIAL INFORMATION
The Trust
21st Century Trust, Series 9 (the "Trust") is a unit investment trust
composed of "zero coupon" obligations ("Zero Coupon Obligations"), publicly
traded common stocks issued by United States corporations and American
Depositary Receipts ("ADRs") (such Zero Coupon Obligations, publicly traded
common stocks and ADRs are collectively referred to herein as the "Portfolio"
or the "Portfolio Securities"). Zero Coupon Obligations, issued by the U.S.
Government, are securities which accrue but do not pay income currently, are
sold at a discount and represent an obligation to pay a fixed amount at a
future date. ADRs are receipts issued by United States depositaries evidencing
ownership of common stocks of foreign corporations. Such foreign equity
securities are held on deposit with a foreign custodian, usually a bank, which
receives the dividends, if any, on such securities and in turn causes the
dividends to be transferred in U.S. dollars to the American depositary. ADRs
provide income in the form of distribution payments, while common stocks
provide income in the form of dividends. Any reference in this Prospectus to
"dividends" shall also refer to distribution payments made with respect to ADRs
in the Portfolio. The issuers of the publicly traded common stocks in the
Portfolio, together with the foreign issuers of the equity securities
underlying the ADRs in the Portfolio, are collectively referred to herein as
the "Issuers". The ADRs in the Portfolio and the publicly traded common stocks
in the Portfolio, or contracts to purchase such ADRs and common stocks together
with irrevocable letters of credit or cash in an amount sufficient to purchase
such ADRs and common stocks, are collectively referred to herein as the "Equity
Securities". (See "Summary of Essential Information -- Risk Disclosure"
herein).
On the Date of Deposit, the Sponsor deposited with the Trustee
contracts to purchase the Portfolio Securities indicated under "Schedule of
Portfolio Securities" herein and the Trustee issued the number of units of
beneficial interest in the Trust ("Units") set forth under "Summary of
Essential Information" herein. At the discretion of the Sponsor, additional
Units may be issued from time to time by depositing in the Trust additional
Portfolio Securities or contracts to purchase Portfolio Securities together
with irrevocable letters of credit or cash in an amount sufficient to purchase
such additional Portfolio Securities. (See "Introduction" in Part B.)
Objectives
The objectives of the Trust are to protect capital, for Unitholders
who purchase at the initial offering price of $21.00, or less, and hold their
Units through the Mandatory Termination Date, and to provide income and
potential capital appreciation by investing a portion of its portfolio in Zero
Coupon Obligations and the remainder of the Trust's portfolio in Equity
Securities. (See "Trust Summary as of the Date of Deposit" herein.) The Trust
has a mandatory termination date as set forth under "Summary of Essential
Information" herein (the "Mandatory Termination Date"). The Zero Coupon
Obligations evidence the right to receive a fixed payment at a future date from
the U.S. Government and are backed by the full faith and credit of the U.S.
Government. The guarantee of the U.S. Government does not apply to the market
value of the Zero Coupon Obligations, the Equity Securities or the Units of the
Trust, the value of which will fluctuate and, prior to maturity, may be worth
more or less than a Unitholder's acquisition cost. The Equity Securities may
provide income or are considered to have the potential for capital appreciation
<PAGE> 9
or both. The payment of dividends on the Equity Securities is dependent on the
amounts made available for such purpose by the Issuers. Declaration of common
stock dividends generally will depend upon several factors, including the
financial condition of the Issuers and general economic conditions. The
maximization of dividend income was not considered by the Sponsor when
selecting Equity Securities and is not an objective of the Trust, but the
opportunity for the payment of dividends on the Equity Securities is among the
factors considered by the Sponsor in determining whether to include an Equity
Security in the Trust. Market conditions may cause the market value of the
Portfolio Securities to be greater or less than the market value upon their
deposit in the Trust. There is no guarantee that the objectives of the Trust
will be achieved. (See "The Trust -- Summary Description of the Portfolio" and
"-- Objectives and Portfolio Selection" in Part B.)
Each Unit of the Trust represents an undivided fractional interest in
all Portfolio Securities deposited in the Trust. The Trust has been organized
so that Unitholders should receive, upon the termination of the Trust at the
Mandatory Termination Date, at least $21.00 per Unit, which is equal to the per
Unit value upon maturity of the Zero Coupon Obligations (the "Zero Coupon
Maturity Value"), even if the Trust never receives a dividend and the value of
the Equity Securities decreases to zero, which the Sponsor considers unlikely.
This feature of the Trust provides Unitholders who purchase Units at a price of
$21.00 or less per Unit with a return of the original per Unit investment,
including any sales charges paid, although they might forego any earnings on
the amount invested and will have been subject to income tax at ordinary income
rates on their share of the sum of the daily portions of original issue
discount attributable to the Zero Coupon Obligations during the term of the
Trust. To the extent that Units are purchased at a price less than $21.00 per
Unit, this feature may also provide a potential for limited capital
appreciation. However, to the extent that Units are purchased after the initial
date of deposit of Portfolio Securities in the Trust at a price in excess of
$21.00 per Unit, there can be no assurance that the amount distributed upon
termination of the Trust will equal or exceed such purchaser's original
investment in the Units. In addition, if a Unitholder sells or redeems Units or
if the Trust is terminated prior to the Mandatory Termination Date, the
Unitholder may not recover the full amount of such Unitholder's investment in
the Units. (See "Risk Disclosure" below.)
The Zero Coupon Obligations deposited in the Trust on the initial Date
of Deposit will mature on or before the date set forth on the "Summary of
Essential Information" (the "Zero Coupon Obligations Maturity Date"). The
Equity Securities have no fixed maturity date and the value of the Equity
Securities will fluctuate with changes in the values of stocks in general and
with changes in the general economic conditions and factors affecting the
specific industries and countries of the Issuers. (See "The Trust -- Summary
Description of the Portfolio" and "-- Objectives and Portfolio Selection" in
Part B.)
Distributions
Distributions from the Income and Capital Accounts generally will be
made once each year to Unitholders of record on December 10 of such year (the
"Record Date"), commencing December 10, 1994. Distributions will be made on or
shortly after December 20 of each year (the "Distribution Date"), commencing
December 20, 1994. (See "Administration of the Trust -- Distributions of Income
and Capital" in Part B.) The Trustee shall not be required to make a
distribution from the Capital Account unless the cash balance on deposit
<PAGE> 10
therein available for distribution shall be sufficient to distribute at least
$1.00 per 100 Units. If the amounts in the Capital Account are sufficient to
distribute at least $10.00 per 100 Units, such amounts shall be distributed on
or shortly after the twentieth day of the next succeeding month after such
amounts are accumulated (the "Special Distribution Date") to Unitholders of
Record on the tenth day of the month in which a Special Distribution Date
occurs. The Trustee is not required to pay interest on funds held in the
Capital Account or Income Account, but may earn interest thereon and may
therefor benefit from the use of such funds. (See "Administration of the
Trust -- Distributions of Income and Capital" in Part B.) Any distribution from
the Income and/or Capital Accounts will be net of the expenses of the Trust.
Income with respect to the amortization of original issue discount on the Zero
Coupon Obligations is not distributable currently, although Unitholders will be
subject to income tax at ordinary income rates on the sum of the daily portions
of original issue discount attributable to the Zero Coupon Obligations as if a
distribution had occurred. (See "Federal Taxation" in Part B.) Additionally,
upon termination of the Trust, the Trustee will distribute, upon surrender of
Units for redemption, to each Unitholder such Unitholder's pro rata share of
the Trust's assets, less expenses, in the manner set forth under "Rights of
Unitholders" in Part B.
Public Offering Price; Market Value; Sales Charge
The Public Offering Price of the Units is based on the Evaluator's
evaluation of the pro rata share of the offering prices of the Zero Coupon
Obligations and the aggregate market value of the Equity Securities (generally
determined by the last closing sale prices of listed Equity Securities, or if
no such price exists, at the mean between the closing bid and offer prices or
other bases), plus or minus a pro rata share of cash, if any, in the Income
Account and the Capital Account of the Trust (other than amounts required to be
distributed by the Trustee pursuant to the Trust Agreement) and amounts
receivable in respect of Equity Securities trading ex-dividend on the date
deposited in the Trust. The secondary market Public Offering Price per Unit
will be based upon the Evaluator's evaluation of the pro rata share of the bid
prices of the Zero Coupon Obligations and the underlying market value of the
Equity Securities (generally determined by the last closing sale prices of
listed Equity Securities, or if no such price exists, at the mean between the
bid and offer prices or other bases), plus or minus a pro rata share of cash,
if any, in the Income Account and the Capital Account of the Trust (other than
amounts required to be distributed by the Trustee pursuant to the Trust
Agreement) and amounts receivable in respect of Equity Securities trading
ex-dividend on the date deposited in the Trust. The value of Units as
determined pursuant to such evaluations is referred to herein as the "Market
Value" of such Units. The Public Offering Price at which Units are offered for
sale includes a sales charge of 4.9% of the Public Offering Price
(approximately 5.15% of the Market Value). Effective on each July 1 commencing
July 1, 1995 such sales charge will be reduced by 1/2 of one percent to a
minimum sales charge of 1.4%. Any profit or loss resulting from the resale of
such Units will belong to the Underwriter. The sales charge is applicable to
the purchase of Units during the primary offering and the secondary market.
Discounts are available for certain volume purchases. (See "Market for Units"
below and "Public Offering -- Public Offering Price; Market Value" and "Public
Offering -- Secondary Market" in Part B.)
<PAGE> 11
Market for Units
Edward D. Jones & Co. (the "Underwriter"), though not obligated to do
so, intends to maintain a secondary market for the Units. (See "Public Offering
- -- Secondary Market" in Part B.) The Underwriter may offer to repurchase Units
at prices which are based on the aggregate bid side evaluation of the Zero
Coupon Obligations and the aggregate underlying value of Equity Securities
(generally determined by the last closing sale prices of listed Equity
Securities, or if no such price exists, at the mean between the bid and offer
prices or other bases), plus or minus cash, if any, in the Income Account and
the Capital Account of the Trust (other than amounts required to be distributed
by the Trustee pursuant to the Trust Agreement) and amounts receivable in
respect of Equity Securities trading ex-dividend on the date deposited in the
Trust (the "Repurchase Price"). If the Sponsor repurchases a Unit during the
initial offering period, the Repurchase Price will be based upon the aggregate
offering side evaluation of the Zero Coupon Obligations rather than the
aggregate bid side evaluation of the Zero Coupon Obligations. If a secondary
market is not maintained, a Unitholder may redeem Units through redemption at
prices determined in the same manner as the Repurchase Price described above.
(See "Rights of Unitholders -- Redemption of Units" in Part B.) Market
conditions may cause such prices to be greater or less than the amount paid for
the Units. However, the amounts distributable in cash on the Mandatory
Termination Date should not be less than $21.00 per Unit.
Risk Disclosure
Since the Trust consists of Zero Coupon Obligations, common stocks and
ADRs, an investment in Units of the Trust should be made with an understanding
of the risks inherent in such investments. Zero Coupon Obligations typically
are purchased at a deep discount because the purchaser obtains only the right
to receive a fixed amount at a fixed date in the future and does not receive
any interest payments prior to maturity. The effect of owning deep discount
bonds which do not make current interest payments (such as the Zero Coupon
Obligations) is that a fixed yield is earned not only on the original
investment but also, in effect, on all earnings 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, the Zero Coupon Obligations are subject to substantially greater
price fluctuations during periods of changing interest rates than are
securities of comparable quality which make regular interest payments. If a
Unitholder sells or redeems Units or the Trust is terminated prior to the
Mandatory Termination Date, the market value of the Zero Coupon Obligations at
the time of the sale or redemption of Units or termination of the Trust prior
to the Mandatory Termination Date could be substantially lower than the market
value of the Zero Coupon Obligations at the time such obligations were
deposited in the Trust, which could result in a Unitholder realizing a loss on
such Unitholder's initial investment in such Units.
Income with respect to the amortization of original issue discount on
the Zero Coupon Obligations is not distributable currently, although
Unitholders will be subject to income tax on a current basis at ordinary income
rates on the sum of the daily portions of original issue discount attributable
to the Zero Coupon Obligations. To the extent that the Trustee deducts funds
from the Income and/or Capital Accounts in order to fund an Expense Reserve
Fund and a Tax Reserve Fund (as such terms are defined in "Trust Operating
<PAGE> 12
Expenses -- Miscellaneous Expenses" and "Administration of Trust --
Distributions of Income", respectively, in Part B), such deductions will reduce
further the cash distributions made to a Unitholder, and thus the amount
available to a Unitholder for the payment of income taxes. There can be no
assurance that dividend income distributed to a Unitholder during a taxable
year will equal or exceed the amount of such Unitholder's share of income
subject to tax, including his share of original issue discount subject to tax.
There are also certain risks associated with the rights of holders of
common stock to receive payments from issuers. Such rights are inferior to
those of creditors and holders of debt obligations or preferred stock. Holders
of common stock have rights to receive dividends only when, if, and in the
amounts, declared by the issuer's board of directors and to participate in
amounts available for distribution only after all other claims on the issuer
have been paid or provided for.
In addition to the risks associated with the ownership of common
stock, there are additional risks associated with ownership of ADRs and with
the foreign securities they represent. An ADR is a receipt issued by an
American depositary, usually a bank, which evidences ownership of foreign
securities on deposit with a foreign entity, also usually a bank, which acts as
custodian of such foreign securities and as transfer and collection agent.
Holding foreign securities by means of ownership of ADRs rather than
direct ownership of the foreign securities provides certain benefits, including
easier transferability, simplified collection and conversion of dividends paid
in foreign currencies into U.S. Dollars. However, currency fluctuations will
affect the U.S. dollar equivalents of the underlying foreign securities as
quoted in their local currencies and, as a result, are likely to affect the
U.S. dollar value of the ADRs and any dividends on the underlying securities.
In addition, the voting and other ownership rights of holders of ADRs may be
different than those of holders of the actual foreign securities. Further, the
varying economic, social and political environments of the home countries of
the foreign Issuers give rise to risks not generally associated with
investments in the common stock of U.S. corporations, such as expropriation,
currency exchange restrictions, withholding taxes and the inability to enforce
judgments against the Issuer. (See "The Trust -- Summary Description of the
Portfolio" in Part B.)
ADRs can be sponsored or unsponsored and both may be deposited in the
Trust. There are certain differences between sponsored and unsponsored ADRs
that affect the risks associated with ADRs generally. For more information
about sponsored and unsponsored ADRs, see "The Trust -- Summary Description of
the Portfolio" in Part B.
The holders of ADRs, including the holders of Units of the Trust, will
be subject to special tax consequences as a result of the receipt of
distribution payments from foreign sources. (See "Federal Taxation -- Taxation
of Dividends Received by the Trust" in Part B.)
Investors should also be aware that the market value of the Equity
Securities may fluctuate in accordance with changes in the value of common
stocks generally and changes in the value of common stocks of the industries
represented by the Issuers. (See "The Trust -- Summary Description of the
Portfolio" and "The Trust -- Objectives and Portfolio Selection" both in
Part B.)
<PAGE> 13
There may be certain risks which may arise from deposit in the Trust
of a greater percentage of Equity Securities issued by Issuers with business
concentrated in a limited geographic area or product or service sector. Such
concentration may involve more risk than if such Equity Securities were issued
by Issuers engaged in business on a more diversified geographic or product or
service sector basis. (See "Issuers of Equity Securities" in Part A of this
Prospectus.)
Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity Securities may
be in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers will
make a market in the Equity Securities. There can be no assurance that a market
will be made for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity Securities in
any markets made.
Underwriting
The underwriter named below has agreed to purchase Units in the
following respective amounts:
Name Address Number of Units
- --------------------- ----------------------------------- -------------------
Edward D. Jones & Co. 201 Progress Parkway 52,370
Maryland Heights, Missouri 63043
None of the Portfolio Securities were acquired through the
Underwriter's participation as sole underwriter or manager or as a member of
the underwriting syndicate for the public offering of such Portfolio
Securities. An underwriter typically purchases securities, such as the
Portfolio Securities, from the issuer on a negotiated or competitive bid basis
in order to market such securities to investors at a profit.
Trust Summary as of the Date of Deposit
On the date preceding the initial Date of Deposit, certain
characteristics of the Portfolio were as follows:
Category Portfolio Numbers % of Aggregate
Market Value
- ------------------------------------------- ------------------ --------------
U.S. Government Zero Coupon................ 35 54.81%
Common Stocks of U.S. Issuers
Exchange Listed (1)................... 1-29, 31-34 43.80%
Sponsored American Depositary Receipts
Exchange Listed (1)................... 30 1.39%
-------
100.00%
=======
<PAGE> 14
Category Portfolio Numbers % of Aggregate
Market Value
- ------------------------------------------- ------------------ --------------
Countries of Equity Securities Issuers
Mexico................................ 30 1.39%
United States......................... 1-29, 31-34 43.80%
-------
45.19%
=======
- ----------
[FN]
(1) Exchange Listed includes the New York, American and Pacific Stock
Exchanges and the Nasdaq National Market.
<PAGE> 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of 21st Century Trust, Series 9:
We have audited the statement of financial condition and the related
schedule of portfolio securities (included in the prospectus herein) of 21st
Century Trust, Series 9 as of January 28, 1994. These financial statements are
the responsibility of Unison Investment Trusts Ltd., the Sponsor. 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. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. In addition, the irrevocable letter of credit
arrangement for the purchase of securities described in Note (a) to the
statement of financial condition was confirmed by direct correspondence with
the Trustee. 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 21st Century Trust,
Series 9 as of January 28, 1994, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
January 28, 1994
<PAGE> 16
STATEMENT OF FINANCIAL CONDITION
21ST CENTURY TRUST, SERIES 9
AS OF DATE OF DEPOSIT, JANUARY 28, 1994
TRUST PROPERTY
Portfolio Securities and Sponsor's Contracts to
Purchase Portfolio Securities (a)............................. $1,029,793
===========
INTEREST OF UNITHOLDERS
Units of fractional undivided interest outstanding:
Cost to investors (a)(b)...................................... $1,082,697
Less: Gross underwriting commissions (c)...................... (52,904)
-----------
Total................................................. $1,029,793
===========
- ----------
[FN]
(a) The Portfolio Securities and Portfolio Securities represented by
contracts to purchase are listed under Schedule of Portfolio
Securities included in Part A. The value of the Zero Coupon
Obligations and the Equity Securities and their cost to the Trust are
the same and are determined by the Evaluator on the basis set forth
under "Public Offering -- Public Offering Price; Market Value" in Part
B. An irrevocable letter of credit drawn on Mercantile Bank of St.
Louis National Association in the amount of $1,500,000 has been
deposited with the Trustee.
(b) The aggregate Public Offering Price is computed on the basis set forth
under "Public Offering -- Public Offering Price; Market Value" in Part
B.
(c) The aggregate sales charge of 4.9% of the Public Offering Price per
Unit is computed on the basis set forth under "Public Offering --
Public Offering Price; Market Value" in Part B.
<PAGE> 17
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
21ST CENTURY TRUST, SERIES 9
JANUARY 28, 1994
Portfolio Number of Name of Issuer of Portfolio Securities or Current Percentage of Cost of
Number Equity Portfolio Securities Contracted For (1)(2) Annualized Aggregate Portfolio
Securities Dividend Per Offering Securities
or Amount Equity Price (4) to Trust (4)
Security (3)
- --------- ---------- ------------------------------------------ ------------ ------------- ------------
<C> <C> <C> <C> <C> <C>
1 500 ALLTEL Corp. $0.88 1.35% $ 13,875
2 200 American Telephone And Telegraph Company 1.32 1.10 11,350
3 400 American Water Works Company 1.08 1.21 12,500
4 300 Automatic Data Processing, Inc. 0.52 1.56 16,050
5 400 Banc One Corporation 1.24 1.46 15,000
6 500 Central & South West Corporation 1.62 1.46 15,000
7 200 Colgate-Palmolive Company 1.44 1.15 11,850
8 400 Crown Cork & Seal, Inc. 0.00 1.49 15,350
9 300 The Walt Disney Company 0.25 1.36 13,987
10 200 Emerson Electric Co. 1.56 1.21 12,450
11 200 Federal National Mortgage Association 2.08 1.70 17,550
12 200 Ford Motor Company 1.60 1.30 13,350
13 100 General Electric Company 2.88 1.05 10,825
14 400 Genuine Parts Company 1.06 1.50 15,400
15 200 The Gillette Company 0.84 1.19 12,225
16 300 Hershey Foods Corporation 1.20 1.43 14,700
17 400 The Interpublic Group of Companies, Inc. 0.50 1.23 12,700
18 400 The May Department Stores Company 0.92 1.52 15,700
19 200 McDonald's Corporation 0.43 1.17 12,000
20 200 Mobil Corporation 3.40 1.56 16,025
21 300 Newell Co. 0.72 1.24 12,750
22 700 Niagara Mohawk Power Corporation 1.00 1.38 14,175
23 300 PepsiCo, Inc. 0.64 1.17 12,075
24 200 Pfizer Inc. 1.68 1.22 12,575
25 300 Pitney Bowes, Inc. 0.90 1.25 12,825
26 500 Rollins, Inc. 0.44 1.40 14,438
27 500 Sara Lee Corporation 0.64 1.14 11,750
28 200 Schering-Plough Corporation 1.80 1.25 12,875
29 400 The Sherwin-Williams Company 0.50 1.31 13,500
30 200 Telefonos de Mexico SA (5) 0.96 1.39 14,275
31 400 Toys "R" Us 0.00 1.44 14,800
32 200 Union Pacific Corp. 1.60 1.23 12,625
33 500 Unocal Corporation 0.80 1.36 14,000
34 400 Weingarten Realty Investors 2.16 1.44 14,800
--------- ------- ----------
11,100 45.19% $ 465,350
========= ======= ==========
35 1,100,000 Interest Portion U.S. Treasury Separate -- 54.81% $ 564,443
Trading of Registered Interest and ------- ----------
Principal of Securities (STRIPS) Due
February 15, 2005
100.00% $1,029,793
======= ==========
<PAGE> 18
- ----------
<FN>
(1) The Portfolio Securities were acquired between January 27 and January 28, 1994. The Zero Coupon Obligations
have been purchased at a discount because there are no interest payments thereon prior to maturity (such
securities are often referred to as "zero coupon" obligations). Over the life of the Zero Coupon Obligations
the accreted value increases, so that upon maturity the value is 100% of the stated amount due. The Equity
Securities have been valued at their market value on the day prior to the Date of Deposit (see Note 4 below).
(2) All the Portfolio Securities are represented by contracts to purchase.
(3) Based on the latest dividend declaration. There can be no assurance that future dividend payments will be
maintained in an amount equal to the dividends listed above.
(4) Valuation of Portfolio Securities by the Evaluator was made, in the case of the Zero Coupon Obligations, on
the basis of the aggregate offering side evaluation of the Zero Coupon Obligations, and in the case of the
Equity Securities, on the basis of the closing sale price on the securities exchange on which they are listed
on the day prior to the date such Portfolio Securities are deposited in the Trust, or, if no such price
exists, the mean between the closing bid and offer prices on the day prior to the date such Portfolio
Securities are deposited in the Trust or other bases. The aggregate purchase price to the Sponsor for the
Portfolio Securities deposited in the Trust is $1,025,076 and the Sponsor's net profit on deposit is
$4,717.
(5) American Depositary Receipts ("ADRs"). For a description of ADRs, please see "Summary of Essential
Information -- The Trust" herein.
</TABLE>
<PAGE> 19
ISSUERS OF EQUITY SECURITIES
The Equity Securities in the Portfolio were issued by the companies
described below. The Earnings and Dividends Rankings by Standard & Poor's
Corporation ("Standard & Poor's") do not constitute forecasts of future market
price performance of the common shares (ADRs are not ranked), but constitute
the appraisal by Standard & Poor's of past performance of earnings and
dividends and relative current standing of the Issuers. (See "Description of
Earnings and Dividend Rankings" herein.) While all of these companies have
impressive histories of capital appreciation and dividend payments, no
representation is made as to their future capital appreciation or their ability
to continue paying dividends without interruption. (See "Summary of Essential
Information" herein and "The Trust -- Objectives and Portfolio Selection" in
Part B.)
ALLTEL Corp. (AT)
Little Rock, Arkansas
ALLTEL provides local telephone and long-distance service to more than
1.2 million customers in 25 of the United States.
Founded in 1960.
Ranked A by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 15 of last 15 years.
American Telephone And Telegraph Company -- "AT&T" (T)
New York, New York
AT&T is an industry leader involved in moving and managing information
via interstate and international long distance telecommunication
services, as well as systems, products and services that combine
communications and computers.
Founded in 1885.
Ranked A- by Standard & Poor's.
Earnings have increased 7 of last 8 years.
Dividends have increased 1 of last 8 years.
American Water Works Company (AWK)
Voorhees, New Jersey
American Water Works is the largest investor-owned water company in
the United States operating more than 100 water systems in 20 states.
Founded in 1936.
Ranked A by Standard & Poor's.
Earnings have increased 9 of last 15 years.
Dividends have increased 15 of last 15 years.
<PAGE> 20
Automatic Data Processing, Inc. (AUD)
Roseland, New Jersey
Automatic Data Processing is the nation's largest payroll processor
with more than 225,000 accounts.
Founded in 1949.
Ranked A+ by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 15 of last 15 years.
Banc One Corporation (ONE)
Columbus, Ohio
Banc One is the 12th largest bank holding company in the United States
with assets at year-end 1991 of $46.3 billion. Banc One is among the
largest banking organizations in Indiana, Ohio, Texas and Wisconsin.
They also own banks in Illinois, Kentucky and Michigan.
Founded in 1967.
Ranked A+ by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 15 of last 15 years.
Central & South West Corporation (CSR)
Dallas, Texas
Central & South West supplies electricity and natural gas to more than
4 million customers in Arkansas, Louisiana, Oklahoma and Texas.
Founded in 1925.
Ranked A by Standard & Poor's.
Earnings have increased 11 of last 15 years.
Dividends have increased 15 of last 15 years.
Colgate-Palmolive Company (CL)
New York, New York
Colgate-Palmolive is the second largest domestic maker of detergents,
toiletries and other household products.
Founded in 1923.
Ranked B+ by Standard & Poor's.
Earnings have increased 11 of last 15 years.
Dividends have increased 15 of last 15 years.
Crown Cork & Seal, Inc. (CCK)
Philadelphia, Pennsylvania
Crown Cork & Seal, the leading U.S. producer of crowns and closures
for bottles and containers, is also one of the largest can
manufacturers.
Founded in 1927.
Ranked B+ by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends are not currently being paid.
<PAGE> 21
The Walt Disney Company (DIS)
Burbank, California
The Walt Disney Company operates Disneyland, California and Walt
Disney World, Florida (Magic Kingdom, Epcot Center, Disney-MGM
Studios) and supplies entertainment for theaters via Buena Vista,
Touchstone and Hollywood Pictures.
Founded in 1938.
Ranked A by Standard & Poor's.
Earnings have increased 12 of last 15 years.
Dividends have increased 10 of last 15 years.
Emerson Electric Co. (EMR)
Saint Louis, Missouri
Emerson Electric manufactures a broad range of electrical and
electronic products and systems.
Founded in 1890.
Ranked A+ by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 15 of last 15 years.
Federal National Mortgage Association (FNM)
Washington, D.C.
Federal National Mortgage Association (Fannie Mae), the nation's
largest provider of residential mortgage funds, has the primary
function of providing secondary market facilities for residential
mortgages.
Founded in 1938.
Ranked A- by Standard & Poor's.
Earnings have increased 11 of last 15 years.
Dividends have increased 9 of last 15 years.
Ford Motor Company (F)
Dearborn, Michigan
Ford Motor Company is the second largest U.S. automobile manufacturer
with approximately 22 percent of the U.S. car and 30 percent of the
U.S. truck market.
Founded in 1919.
Ranked B- by Standard & Poor's.
Earnings have increased 7 of last 15 years.
Dividends have increased 8 of last 15 years.
<PAGE> 22
General Electric Company (GE)
Fairfield, Connecticut
General Electric is one of the largest and most diversified industrial
companies in the world with its business falling into three broad
categories: services, technology and manufacturing.
Founded in 1892.
Ranked A+ by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 15 of last 15 years.
Genuine Parts Company (GPC)
Atlanta, Georgia
Genuine Parts is a national distributor of automotive replacement
parts servicing approximately 6,000 outlets around the country.
Founded in 1928.
Ranked A+ by Standard & Poor's.
Earnings have increased 9 of last 15 years.
Dividends have increased 14 of last 15 years.
The Gillette Company (G)
Boston, Massachusetts
Gillette is a leading producer of grooming aids such as razors
(Sensor, Atra, Trac II, Good News), stationery (Paper Mate, Liquid
Paper, Waterman), toiletries (Right Guard, Dry Idea, Soft and Dri),
oral care (Oral-B) and Braun electric shavers and small household
appliances.
Founded in 1917.
Ranked A by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends have increased 15 of last 15 years.
Hershey Foods Corporation (HSY)
Hershey, Pennsylvania
Hershey is the largest U.S. manufacturer of chocolate and
confectionery products as well as the leading producer of pasta.
Founded in 1893.
Ranted A+ by Standard & Poor's.
Earnings have increased 14 of last 15 years.
Dividends have increased 15 of last 15 years.
<PAGE> 23
The Interpublic Group of Companies, Inc. (IPG)
New York, New York
The Interpublic Group of Companies is the second largest advertising
organization in the world serving more than 4,000 clients in 80
countries.
Founded in 1930.
Ranked A+ by Standard & Poor's.
Earnings have increased 12 of last 15 years.
Dividends have increased 12 of last 15 years.
The May Department Stores Company (MA)
St. Louis, Missouri
May Department Stores, with more than 300 stores in 29 of the United
States, is the largest operator of department stores in the United
States. The company also operates approximately 3,600 Payless
ShoeSource stores, the largest chain of shoe stores in the country.
Founded in 1910.
Ranked A+ by Standard & Poor's.
Earnings have increased 12 of last 15 years.
Dividends have increased 15 of last 15 years.
McDonald's Corporation (MCD)
Oak Brook, Illinois
McDonald's licenses and operates a chain of 12,418 fast-food
restaurants throughout the United States, Canada and overseas (mostly
in Japan, England, France, Germany and Australia).
Founded in 1965.
Ranked A+ by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 15 of last 15 years.
Mobil Corporation (MOB)
Fairfax, Virginia
Mobil is one of the largest integrated, international oil and
petrochemical companies.
Founded in 1882.
Ranked B+ by Standard & Poor's.
Earnings have increased 8 of last 15 years.
Dividends have increased 10 of last 15 years.
Newell Co. (NWL)
Freeport, Illinois
Newell makes and markets do-it-yourself hardware and housewares.
Founded in 1970.
Ranked A+ by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends have increased 10 of last 15 years.
<PAGE> 24
Niagara Mohawk Power Corporation (NMK)
Syracuse, New York
Niagara Mohawk Power distributes electricity and gas in upstate New
York.
Founded in 1937.
Ranked B by Standard & Poor's.
Earnings have increased 10 of last 15 years.
Dividends have increased 11 of last 15 years.
PepsiCo, Inc. (PEP)
Purchase, New York
PepsiCo operates on a worldwide basis within three distinct business
segments; soft drinks such as Pepsi, Diet Pepsi and Mountain Dew;
snack foods such as Doritos, Ruffles and Lay's; and restaurants such
as Pizza Hut, KFC and Taco Bell.
Founded in 1919.
Ranked A+ by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends have increased 14 of last 15 years.
Pfizer Inc. (PFE)
New York, New York
Pfizer is a major producer of pharmaceuticals, hospital products,
consumer products, animal health lines, specialty chemicals and
specialty minerals.
Founded in 1942.
Ranked A by Standard & Poor's.
Earnings have increased 14 of last 15 years.
Dividends have increased 15 of last 15 years.
Pitney Bowes, Inc. (PBI)
Stamford, Connecticut
Pitney Bowes is a multinational manufacturer and marketer of mailing,
shipping, copying, dictating, facsimile and retail systems.
Founded in 1920.
Ranked A+ by Standard & Poor's.
Earnings have increased 14 of last 15 years.
Dividends have increased 14 of last 15 years.
<PAGE> 25
Rollins, Inc. (ROL)
Atlanta, Georgia
Rollins owns and operates several large consumer service companies
including Orkin Exterminating, the world's largest pest and termite
control service, Orkin Lawn Care, and Rollins Protective Service, the
nation's largest residential security company.
Founded in 1948.
Not ranked by Standard & Poor's.
Earnings have increased 12 of last 15 years.
Dividends have increased 13 of last 15 years.
Sara Lee Corporation (SLE)
Chicago, Illinois
Sara Lee is a diversified international consumer packaged goods
producer with operations in coffee, specialty meats, frozen baked
goods and food service distribution.
Founded in 1941.
Ranked A+ by Standard & Poor's.
Earnings have increased 15 of last 15 years.
Dividends have increased 14 of last 15 years.
Schering-Plough Corporation (SGP)
Madison, New Jersey
Schering-Plough is a worldwide manufacturer of prescription and
over-the-counter drugs, animal health products, vision care products,
and sun care and foot care lines.
Founded in 1970.
Ranked A+ by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends have increased 11 of last 15 years.
The Sherwin-Williams Company (SHW)
Cleveland, Ohio
The Sherwin-Williams Company, world's largest producer of paints and
varnishes, also makes application equipment, chemical and automotive
coatings. Sherwin-Williams operates 1,900 retail paint and
wallcovering stores in 48 of the United States.
Founded in 1884.
Ranked A by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends have increased 14 of last 15 years.
<PAGE> 26
Telefonos de Mexico SA -- Class L ADR (TMX)
Mexico City, Mexico
Telefonos de Mexico provides national and international long-distance
and local telephone service to 7,320 communities throughout Mexico.
Founded in 1950.
Not Ranked by Standard & Poor's.
Earnings have increased 5 of last 6 years.
Dividends have increased 3 of last 6 years.
Toys "R" Us (TOY)
Paramus, New Jersey
Toys "R" Us with more than 700 locations is the largest toy store
chain in the world.
Founded in 1978.
Ranked B+ by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends are not currently being paid.
Union Pacific Corp. (UNP)
Bethlehem, Pennsylvania
Union Pacific Corp. owns Union Pacific Railroad which controls
approximately 19,200 route miles located almost entirely west of the
Mississippi River.
Founded in 1862.
Ranked A- by Standard & Poor's.
Earnings have increased 13 of last 15 years.
Dividends have increased 12 of last 15 years.
Unocal Corporation (UCL)
Los Angeles, California
Unocal Corporation is a large integrated oil company with chemicals,
mining and geothermal operations.
Founded in 1890.
Ranked B- by Standard & Poor's.
Earnings have increased 10 of last 15 years.
Dividends have increased 8 of last 15 years.
Weingarten Realty Investors (WRI)
Houston, Texas
Weingarten Realty is a real estate investment trust involved in the
management of shopping centers primarily in Houston, Texas and
surrounding areas.
Founded in 1948.
Not ranked by Standard & Poor's.
Earnings have increased 6 of last 7 years.
Dividends have increased 7 of last 7 years.
<PAGE> 27
DESCRIPTION OF EARNINGS AND DIVIDEND RANKINGS*
The investment process involves assessment of various factors -- such
as product and industry position, corporate resources and financial policy --
with results that make some common stocks more highly esteemed than others. In
this assessment, Standard & Poor's believes that earnings and dividend
performance is the end result of the interplay of these factors and that, over
the long run, the record of this performance has a considerable bearing on
relative quality. The rankings, however, do not purport to reflect all of the
factors, tangible or intangible, that bear on stock quality.
Relative quality of bonds or other debt, that is, degrees of
protection for principal and interest, called creditworthiness, cannot be
applied to common stocks, and therefore rankings are not to be confused with
bond quality ratings which are arrived at by a necessarily different approach.
Growth and stability of earnings and dividends are deemed key elements
in establishing Standard & Poor's earnings and dividend rankings for common
stocks, which are designed to capsulize the nature of this record in a single
symbol. It should be noted, however, that the process also takes into
consideration certain adjustments and modifications deemed desirable in
establishing such rankings.
The point of departure in arriving at these rankings is a computerized
scoring system based on per-share earnings and dividend records of the most
recent ten years -- a period deemed long enough to measure significant time
segments of secular growth, to capture indications of basic changes in trends
as they develop, and to encompass the full peak-to-peak range of the business
cycle. Basic scores are computed for earnings and dividends, then adjusted as
indicated by a set of predetermined modifiers for growth, stability within
long-term trends, and cyclicality. Adjusted scores for earnings and dividends
are then combined to yield a final score.
Further, the ranking system makes allowance for the fact that, in
general, corporate size imparts certain recognized advantages from an
investment standpoint. Conversely, minimum size limits (in terms of corporate
sales volume) are set for the various rankings, but the system provides for
making exceptions where the score reflects an outstanding earnings-dividend
record.
The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample of
stocks. The range of scores in the array of this sample has been aligned with
the following ladder of rankings:
A+ ...... Highest B+ ...... Average C ...... Lowest
A ...... High B ...... Below Average D ..... In Reorganization
A- ...... Above Average B- ...... Lower
The positions as determined above may be modified in some instances by
special considerations, such as natural disasters, massive strikes, and
non-recurring accounting adjustments.
- ----------
[FN]
* As published by Standard & Poor's Corporation.
<PAGE> 28
"NR" signifies no ranking because of insufficient data or because the
stock is not amenable to the ranking process.
A ranking is not a forecast of future market price performance, but is
basically an appraisal of past performance of earnings and dividends, and
relative current standing. These rankings must not be used as market
recommendations; a high-score stock may at times be so overpriced as to justify
its sale, while a low-score stock may be attractively priced for purchase.
Rankings based upon earnings and dividend records are no substitute for
complete analysis. They cannot take into account potential effects of
management changes, internal company policies not yet fully reflected in the
earnings and dividend record, public relations standing, recent competitive
shifts and a host of other factors that may be relevant to investment status
and decision.
<PAGE> 29
PROSPECTUS PART B
21ST CENTURY TRUST
----------------------------------------
Part B of this Prospectus may not be
distributed unless accompanied by Part A
----------------------------------------
INTRODUCTION
This series of 21st Century Trust (the "Trust") was created on the
date set forth on the cover of Part A of the Prospectus (the "Date of Deposit")
under the laws of the State of New York pursuant to a Trust Agreement (the
"Agreement") and a related Standard Terms and Conditions of Trust (the
"Indenture", collectively with the Agreement, the "Indenture and
Agreement")<$FReference is hereby made to the Indenture and Agreement and any
statements contained herein are qualified in their entirety by the provisions
of the Indenture and Agreement.> by and between Unison Investment Trusts Ltd.
(the "Sponsor"), United States Trust Company of New York (the "Trustee") and
Kenny S&P Evaluation Services, a division of Kenny Information Systems, Inc.
(the "Evaluator"). The objectives of the Trust are to protect capital and to
provide income and potential capital appreciation by investing a portion of its
portfolio in "zero coupon" obligations ("Zero Coupon Obligations"), publicly
traded common stocks issued by United States corporations and American
Depositary Receipts ("ADRs"), if any (such Zero Coupon Obligations, publicly
traded common stocks and any ADRs are collectively referred to herein as the
"Portfolio" or the "Portfolio Securities"), allowing investors greater
diversification than they might be able to acquire individually. Zero Coupon
Obligations, issued by the U.S. Government, are securities which accrue but do
not pay income currently, are sold at a discount and represent an obligation to
pay a fixed amount at a future date. ADRs are receipts issued by United States
depositaries evidencing ownership of common stocks issued by corporations
formed in countries other than the United States and on deposit with custodians
located outside the United States. The issuers of the publicly traded common
stocks in the Portfolio, together with the foreign issuers of the common stocks
underlying any ADRs, are collectively referred to herein as the "Issuers". Both
the publicly traded common stocks and any ADRs may provide income or are
considered to have the potential for capital appreciation or both (such common
stocks and any ADRs are collectively referred to herein as the "Equity
Securities"). ADRs provide income in the form of distribution payments of
dividends received on the underlying foreign securities, while common stocks
provide income in the form of dividends. Any reference in this Prospectus to
"dividends" shall also refer to distribution payments made with respect to any
ADRs in the Portfolio. (For a more complete description of ADRs see, "The Trust
- -- Summary Description of the Portfolio" herein.) The value of the Units of the
Trust will fluctuate with the value of the Portfolio. The Zero Coupon
Obligations are backed by the full faith and credit of the U.S. Government. The
guarantee of the U.S. Government does not apply to the market value of the Zero
Coupon Obligations, the Equity Securities or the Units of the Trust, the net
asset value of which will fluctuate and, prior to maturity, may be more or less
than a purchaser's acquisition cost. There is no assurance that these
objectives will be met because the payment and level of dividends is dependent
upon, among other things, the amount each Issuer has available for such purpose
and, with respect to ADRs, the exchange rates in effect at the time of
conversion. Furthermore, diversification of the Trust's assets will not
eliminate the risk of loss inherent in the ownership of "zero coupon"
<PAGE> 30
obligations and Equity Securities. (See "The Trust -- Objectives and Portfolio
Selection" herein.)
On the Date of Deposit, the Sponsor deposited with the Trustee the
Portfolio Securities described in the "Schedule of Portfolio Securities" in
Part A and/or confirmations of contracts for the purchase of such Portfolio
Securities at prices equal to the value (as determined by the Evaluator) of
such securities as of the Business Day prior to the Date of Deposit as
determined by the Trustee, together with irrevocable letters of credit or cash
in an amount sufficient to purchase such securities. (See "Schedule of
Portfolio Securities" in Part A.) The Trust has been organized so that
Unitholders who purchase Units at a Public Offering Price equal to or less than
the Public Offering Price set forth under "Summary of Essential Information" in
Part A (the "Initial Public Offering Price") should receive, if they hold the
Units until the termination of the Trust at the Mandatory Termination Date, an
amount at least equal to the Initial Public Offering Price, which is equal to
the per Unit value upon maturity of the Zero Coupon Obligations (the "Zero
Coupon Maturity Value"), even if the Trust never received a dividend and the
value of the Equity Securities decreased to zero, which the Sponsor considers
unlikely. With the deposit of the Portfolio Securities, the Sponsor established
the Zero Coupon Maturity Value per Unit in the Trust and a proportionate
relationship among the number of Equity Securities per Unit. The Trust was
created simultaneously with the deposit of the Portfolio Securities with the
Trustee and the execution of the Agreement. The Trustee then immediately
delivered to the Sponsor or to the order of the Sponsor the units of beneficial
interest (the "Units") comprising the entire ownership of the Trust. Through
this Prospectus, Edward D. Jones & Co. (the "Underwriter") is offering the
Units, including additional Units issued from time to time as described below,
for sale to the public. The holders of the Units (the "Unitholders") have the
right to have their Units redeemed at a price based on the value of the
Portfolio Securities (the "Redemption Price"; see "Rights of Unitholders --
Redemption of Units" herein), if they cannot be sold in the secondary market
which the Underwriter, although not obligated to do so, proposes to maintain.
(See "Public Offering -- Secondary Market" herein.)
From time to time following the initial Date of Deposit, the Sponsor,
pursuant to the Indenture, may deposit additional Portfolio Securities in the
Trust and Units may be continuously offered for sale to the public by means of
this Prospectus, resulting in a potential increase in the outstanding number of
Units of the Trust. The Sponsor may make such additional deposits of Portfolio
Securities for a maximum period of 180 days after the Date of Deposit;
provided, however, that in no event shall deposits of additional Portfolio
Securities be made after the sixth business day preceding the Record Date
specified in the "Summary of Essential Information" in Part A. Any additional
deposits of Portfolio Securities into the Trust will maintain the same original
Zero Coupon Maturity Value per Unit and the same proportionate relationship
between the number of shares of each Equity Security established on the Date of
Deposit, as adjusted to reflect the occurrence of a stock dividend, a stock
split or a similar event which affects the capital structure of an Issuer but
does not affect the Trust's percentage ownership of the equity of such Issuer
at the time of such event; provided, however, that in the event an Issuer of
Equity Securities offers securities in exchange for or otherwise distributes
different securities with respect to, Equity Securities in the Trust, the
Sponsor may direct the Trustee to accept or reject such offer or distribution
and hold for deposit or sell such securities. As additional Units are issued by
the Trust as a result of the deposit of additional Portfolio Securities by the
Sponsor, the aggregate value of the Portfolio Securities will be increased and
<PAGE> 31
the fractional undivided interest in the Trust represented by each Unit will be
decreased. Thus, although additional Units will be issued, each Unit will
continue to represent the same Zero Coupon Maturity Value and the same number
of shares of each Equity Security, and the percentage relationship among the
shares of each Equity Security will remain the same as was the case prior to
the deposit of additional Equity Securities. Such deposits of additional
Portfolio Securities will, therefore, be done in such a manner that the Zero
Coupon Maturity Value per Unit should always be at least equal to the Initial
Public Offering Price, plus the then current Market Value of the Equity
Securities represented by each Unit.
The Sponsor may purchase certain Replacement Securities in the event
of certain failures of a contract to purchase a Portfolio Security and the
Sponsor may also direct the Trustee to dispose of Equity Securities upon the
occurrence of adverse credit factors or under other specified circumstances.
(See "Administration of the Trust -- Administration of the Portfolio" herein.)
Furthermore, if any Units are redeemed, the amount of Portfolio Securities will
be reduced and the fractional undivided interest represented by each remaining
Unit in the balance of the Trust will be increased, although the actual
interest in the Trust represented by each Unit will remain unchanged. Units
will remain outstanding until redeemed upon tender to the Trustee by any
Unitholder (which may include the Sponsor and the Underwriter) or until the
termination of the Trust pursuant to the Indenture and Agreement. Unless
otherwise terminated as provided in the Indenture and Agreement, the Trust will
be terminated on the Mandatory Termination Date set forth in the "Summary of
Essential Information" in Part A (the "Mandatory Termination Date"), and any
Equity Securities then held by the Trust will be sold by the Trustee within a
reasonable time thereafter, regardless of market conditions at that time. The
Trust may be terminated earlier under certain conditions. (See "Administration
of the Trust -- Amendment or Termination" herein.)
THE TRUST
Summary Description of the Portfolio
An investment in Units of the Trust should be made with an
understanding of the risks inherent in an investment in Zero Coupon
Obligations, common stocks and ADRs.
The Trust consists of such of (a) the Portfolio Securities listed
under "Schedule of Portfolio Securities" in Part A, which Portfolio Securities
shall continue to be held in the Trust unless (i) there are Failed Contract
Securities and no Replacement Securities are purchased with respect thereto
(see "The Trust -- Objectives and Portfolio Selection" herein) or (ii) there is
a redemption of Units which requires the sale of Portfolio Securities (see
"Rights of Unitholders -- Redemption of Units" herein) and (b) any additional
Portfolio Securities acquired and held by the Trust pursuant to the provisions
of the Trust Agreement plus cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any default
in or failure to make distributions on any of the Portfolio Securities.
However, should any contract for the purchase of any of the Portfolio
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in Replacement Securities in accordance with the Trust Agreement,
refund the cash, sales charge and transaction fees attributable to such failed
contract to all Unitholders on the twentieth day of the month following the
expiration of the period in which the Sponsor is permitted to deliver
<PAGE> 32
Replacement Securities as provided in the Indenture and Agreement. (See
"Objectives and Portfolio Selection" herein.)
Because certain of the Equity Securities from time to time may be sold
under certain circumstances described herein, and because the proceeds from
such events will be distributed to Unitholders and will not be reinvested by
the Trustee, no assurance can be given that the Trust will retain for any
length of time its present size and composition. Although the Portfolio is not
managed, the Sponsor may instruct the Trustee to sell Equity Securities under
certain limited circumstances or to sell or hold securities offered or
distributed to the Trust by an Issuer of Equity Securities. (See "Rights of
Unitholders -- Redemption of Units" herein.) Equity Securities, however, will
not be sold by the Trust to take advantage of market fluctuations or changes in
anticipated rates of appreciation or depreciation. (See "Administration of the
Trust -- Administration of the Portfolio" herein.)
The Zero Coupon Obligations deposited in the Trust consist of the
interest and/or principal components of U.S. Treasury obligations. The Zero
Coupon Obligations evidence the right to receive a fixed amount at a future
date from the U.S. Government, and are backed by the full faith and credit of
the U.S. Government. Zero Coupon Obligations are purchased at a deep discount
because the buyer obtains only the right to a fixed amount at a fixed date in
the future and does not receive any interest payments prior to maturity. The
lack of current interest payments also means that any income tax owed on the
accreting income would have to be paid from other sources. The effect of owning
deep discount bonds which do not make current interest payments (such as the
Zero Coupon Obligations) is that a fixed yield is earned not only on the
original investment but also, in effect, on all earnings 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, the Zero Coupon Obligations are subject to
substantially greater price fluctuations during periods of changing interest
rates than are securities of comparable quality which make regular interest
payments. Because these price fluctuations affect the Evaluator's determination
of the market value of the Units, a Unitholder that sells or redeems Units
prior to the Mandatory Termination Date may realize a loss upon such sale or
redemption.
An investor should also have an understanding of the risks which an
investment in equity securities, including common stock and ADR's, entails
before making an investment in Units. Because the ADR's eligible for deposit in
the Trust represent ownership of the common stock of foreign corporations, the
considerations described herein with respect to common stock also apply
generally to any ADR's in the Trust. Such risks include those arising from the
fact that the rights of common stock owners to payments are generally inferior
to creditors, debt holders and preferred stock owners of the issuing company.
Common stock owners are also subject to risks of declines in the general equity
market or in the market for the Company's industry sector and the worsening of
the financial condition of a company or the economy in which it operates. Such
risks may result in declines in values of the common stocks which in turn would
negatively affect the value of Units. Although actions have been taken to
provide a diversified portfolio of equity securities which tends to reduce the
effects of these risks, no guarantee can be made that they will not occur and
negatively affect the value of Units.
<PAGE> 33
Holders of common stock of the type held in the Trust have a right to
receive dividends only when, 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 on the issuer have been paid or provided
for. The issuance of debt securities and preferred stock will create superior
claims for payment of principal and interest (in the case of debt securities)
and dividends (in the case of preferred stock) which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value will
be subject to market fluctuations prior thereto), or preferred stocks which
typically have liquidation preference and which may have stated optional or
mandatory redemption provisions, common stocks do not have a fixed principal
amount or a maturity date and their value is subject to market fluctuations for
as long as the common stocks remain outstanding. The market value of the
Securities in the Trust thus is expected to fluctuate over the entire life of
the Trust to market values higher or lower than those prevailing on the Date of
Deposit. The Sponsor may direct the Trustee to dispose of Securities under
certain specified circumstances but the Securities will not be sold by the
Trustee as a result of ordinary market fluctuations. (See "Administration of
the Trust -- Administration of the Portfolio" herein.)
An investment in Units should also be made with an understanding of
the additional risks and consequences an investment in ADRs entails, which
include risks involved in the ADRs themselves and those inherent in foreign
securities as well as the investor's risk of becoming subject to special tax
consequences due to the receipt of income from foreign sources. (See "Federal
Taxation -- Taxation of Dividends Received by the Trust" herein.) An ADR is a
receipt that is issued by an American depositary, usually a bank, and which is
denominated in and represents the ownership of a specified number of foreign
securities on deposit with a foreign entity, also usually a bank, that acts as
custodian of and transfer and collection agent with respect to such foreign
securities. The depositary and custodian usually charge fees upon the deposit
and withdrawal of securities, the conversion of dividends to U.S. dollars, the
disposition of non-cash distributions and the performance of other services.
ADRs, although not necessarily the underlying securities, are registered with
the Securities and Exchange Commission.
Ownership of ADRs by U.S. investors can provide certain advantages
over direct ownership of the foreign securities, including greater ease of
transferability and simplified collection and conversion of dividends paid in
foreign currencies. However, ownership of ADRs also poses certain disadvantages
in comparison to direct ownership of the foreign securities. For example,
holders of ADRs may not be able to participate in foreign warrant and rights
offerings or in certain exchange or tender offers involving foreign issuers.
ADR depositaries will typically sell warrants and subscription rights, if they
are transferable, and distribute the proceeds, which are often less than the
value of the securities represented by such warrants or subscription rights, to
the ADR holders. Further, in some cases the voting rights of owners of foreign
stock are restricted by the home country, and the flow of information from the
foreign issuer to ADR holders may be delayed or reduced.
ADR holders have the right to demand and receive actual securities in
exchange for their ADRs. Furthermore, ADR facilities may be terminated, in
which case the ADR holder may come into possession of the underlying
securities. If such an event were to occur, the advantages of holding ADRs
<PAGE> 34
described above would be lost and the tax consequences to the holder could
change. Neither the Trustee nor the Sponsor is authorized under the Indenture
and Agreement to initiate such an exchange. However, if an ADR facility is
terminated, the Sponsor may, but is not required to, direct the Trustee to sell
any underlying securities it may receive and distribute the proceeds of such
sale to the Unitholders pursuant to the terms of the Indenture and Agreement.
In some cases, an unsponsored ADR facility (see below for a discussion of
sponsored and unsponsored ADRs) may be terminated upon the creation of a
sponsored ADR facility. In such cases, it is the usual practice for the sponsor
of the facility to effect an exchange of its sponsored ADRs for the outstanding
unsponsored ADRs and to pay the costs of such exchange. Such an occurrence, in
and of itself, will not constitute an event that gives rise to the ability of
the Sponsor to direct the Trustee to sell the ADR. See, "Administration of the
Trust -- Administration of the Portfolio" herein.
An ADR facility may be established by a foreign issuer that seeks to
have its securities traded in the United States, in which case the ADRs are
referred to as "sponsored", or the ADR facility may be initiated by an entity
unrelated to the foreign issuer, usually a brokerage firm, that seeks to make a
market in the foreign security, in which case the ADRs are referred to as
"unsponsored".
In the case of a sponsored ADR, the foreign issuer enters into an
arrangement with a single American depositary and a foreign custodian and
usually agrees to pay certain administrative and shareholder related fees and
expenses, although ADR holders will bear certain costs. Under the terms of most
sponsored ADRs, depositaries undertake to distribute notices of shareholder
meetings and voting instructions and to make other shareholder communications
available to ADR holders upon the foreign issuer's instruction. Generally, the
underlying security of a sponsored ADR will be registered with the Securities
and Exchange Commission, making the ADR eligible for listing on United States
exchanges.
In the case of an unsponsored ADR, the fees and expenses of the
facility are generally born solely by the ADR holders. In addition, the
depositary is frequently under no contractual obligation to distribute
shareholder communications of any type or to pass through voting rights to the
ADR holders. Other unsponsored ADRs with respect to the same underlying
security are often established by other market makers and depositaries. Such
duplicate ADRs are treated as fungible in the trading markets. Therefore, when
duplicate unsponsored ADRs exist, there is no mechanism that links a particular
unsponsored ADR to its actual depositary or the distributions made by it.
Instead, unsponsored ADRs are usually held on deposit with U.S. clearing
agencies, which take in the various unsponsored ADR distributions and forward
them on to the ADR owners. Additionally, if a holder of an unsponsored ADR
seeks to exchange the ADR for the underlying securities there can be delays in
settlement if it becomes necessary to trace the ADR to its issuing depositary.
This may occur if other depositaries refuse to accept the ADR or have
insufficient securities to effect the exchange. Because the underlying
securities are not generally registered in the United States and because the
underlying securities may have been issued at different times, there is a
possibility that if an unsponsored ADR is exchanged for underlying securities,
or the ADR holder otherwise receives the underlying securities, such holder may
come into possession of unregistered restricted securities which cannot be sold
in the U.S. until certain statutory waiting periods have expired.
<PAGE> 35
Elements of risk associated with investing in the securities of
foreign issuers of equity securities include but are not limited to trade
balances and imbalances and related economic policies; currency exchange rate
fluctuations; non-U.S. currency exchange control policies; expropriation or
confiscatory taxation; limitations on the removal of funds or other assets;
political or social instability; the diverse structure and liquidity of
securities markets in various countries and regions; policies of governments
with respect to possible nationalization of their own industries; and other
specific local political and economic considerations. Companies located outside
the United States may operate under different accounting, auditing and
financial reporting regulations than U.S. companies. In addition, because ADRs
represent ownership of securities issued by a foreign company, often less
information is available about the issuer than would be the case for publicly
held United States companies. Further, it may be more difficult to obtain and
enforce a judgment against a foreign issuer.
An investment in Units should be made with particular attention to
risks presented by probable changes in future currency exchange rate
relationships, especially during periods of broad adjustments in such
relationships. The securities underlying any ADRs in the Portfolio have been
issued by corporations that, to the extent they pay dividends, pay them in
foreign currencies. In the past, most foreign currencies values have fluctuated
widely against the United States dollar for many reasons, including supply and
demand of the respective currency, monetary policies, the soundness of the
world economy and the strength of a particular foreign economy as compared to
the economies of the United States and other countries. Thus, even though a
foreign Issuer's dividend payment may remain constant in its local currency,
the U.S. dollar value of the distribution will vary with fluctuations in the
U.S. dollar exchange rates for the relevant currency. The Sponsor anticipates
that dividends received by the foreign custodians in foreign currencies will be
converted on the date of receipt, or as soon as practicable thereafter, to U.S.
dollars. Due to fluctuations in exchange rates and possible delays in the
conversions of dividends to U.S. dollars, the U.S. dollar value of the dividend
on the date of receipt may not reflect, exactly, the actual amount in U.S.
dollars the Trust will receive.
To the best knowledge of the Sponsor on the Date of Deposit, none of
the foreign securities underlying any ADRs in the Portfolio were subject to
currency exchange control restrictions which would materially interfere with
the payment or receipt of dividends on such underlying securities. However,
there can be no assurance that currency exchange control regulations will not
be adopted in the future that would adversely affect such payments.
Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity Securities may
be in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers will
make a market in the Equity Securities. There can be no assurance that a market
will be made for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity Securities in
any markets made.
Unitholders will be unable to dispose of any of the Equity Securities
in the Portfolio, as such, and will not be able to vote the Equity Securities.
As the holder of the Equity Securities, the Trustee will have the right to vote
all of the voting stocks in the Trust and will vote such stocks in accordance
with the instructions of the Sponsor.
<PAGE> 36
The risks referred to above could adversely affect the ability and the
inclination of the Issuers to declare or to pay dividends, and the ability of
holders of common stock and ADRs to realize any value from the assets of the
Issuers upon liquidation or bankruptcy.
Objectives and Portfolio Selection
The objectives of the Trust are to protect Unitholders' capital and
provide investors with income and potential capital appreciation by investing a
portion of its portfolio in Zero Coupon Obligations and the remainder of the
Trust's portfolio in Equity Securities. The Trust has a Mandatory Termination
Date as set forth under "Summary of Essential Information" in Part A. The Zero
Coupon Obligations evidence the right to receive a fixed amount at the maturity
date thereof from the U.S. Government and are backed by the full faith and
credit of the U.S. Government. The guarantee of the U.S. Government does not
apply to the market value of the Zero Coupon Obligations or the Units of the
Trust, whose net asset value will fluctuate and, prior to maturity, may be
worth more or less than a Unitholder's acquisition cost for such Units. There
is no guarantee that the Trust's objectives will be achieved because such
objectives are subject to the continuing ability of the respective Issuers to
continue to declare and pay dividends and because the market value of the
Portfolio Securities can be affected by a variety of factors. (See "The Trust
- -- Summary Description of the Portfolio" herein.) Common stocks may be
especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perception of the
Issuers change, thus investors should be aware that there can be no assurance
that the value of the Equity Securities will increase. However, the Trust has
been organized so that purchasers of Units should receive, at the termination
of the Trust at the Mandatory Termination Date, an amount at least equal to the
Initial Public Offering Price, which is equal to the per Unit value upon
maturity of the Zero Coupon Obligations, even if the Equity Securities never
paid a dividend and the value of the Equity Securities decreased to zero, which
the Sponsor considers highly unlikely.
In selecting any ADRs for inclusion in the Portfolio, in addition to
the factors associated with the selection of Equity Securities of any Issuer,
the Sponsor considers the following factors, among others: (1) the location of
the foreign issuer of the securities underlying the ADRs; (2) the likelihood of
favorable market and political conditions in the country in which such foreign
issuer is located; (3) the amount of publicly available information available
from such foreign issuer; and (4) historical and recent fluctuations in the
exchange rate of the currency of such foreign issuer relative to the U.S.
Dollar.
In the event of a failure of a contract for the purchase of Portfolio
Securities for reasons beyond the control of the Sponsor or Trustee (the
"Failed Contract Securities"), the Sponsor may purchase an equal number and
type of the Failed Contract Securities (the "Replacement Securities") and
deposit such Replacement Securities in the Trust. The Replacement Securities
must be purchased within 30 days after delivery by the Sponsor to the Trustee
of notice of the failed contract, and the cost to the Trust for such
Replacement Securities may not exceed the amount available under the letter of
credit deposited by the Sponsor with respect to such Failed Contract
Securities.
With respect to Replacement Securities for the Zero Coupon
Obligations, such Replacement Securities shall be of the type originally
<PAGE> 37
selected for deposit in that Trust and must have the same maturity value as the
Failed Contract Security and the same Zero Coupon Maturity Date, which must be
prior to the Mandatory Termination Date. In addition, the purchase of
Replacement Securities shall not adversely affect the federal income tax status
of the Trust. In the event the Sponsor is unable to replace the Failed Contract
Securities as provided above, the Trustee shall distribute to the Unitholders
from the cash in the Trust attributable to such Failed Contract Securities an
amount equal to the market value of such Failed Contract Securities (as
determined by the Evaluator) on the Business Day prior to the day the contract
or contracts relating to such Failed Contract Securities were deposited in the
Trust and, if such Failed Contract Securities are Equity Securities, shall sell
all other Equity Securities, if any, issued by the issuer of such Failed
Contract Securities and shall distribute to the Unitholders their respective
pro rata interest in the proceeds of such sale. Neither the Sponsor nor the
Trustee shall be liable in any way for any failure of any contract for the
purchase of the Portfolio Securities. However, should any contract for the
purchase of any of the Portfolio Securities deposited hereunder fail, the
Sponsor will, unless substantially all of the moneys held in the Trust to cover
such purchase are reinvested in Replacement Securities in accordance with the
Trust Agreement, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the twentieth day of the month following the
expiration of the period in which the Sponsor is permitted to deliver
Replacement Securities as provided in the Indenture and Agreement. In the event
of any refund, each individual Unitholder's basis will be reduced by the amount
refunded to such Unitholder, and each Unitholder's income would also be reduced
by such Unitholder's pro rata interest in the income attributable to the Failed
Contract Securities. Because certain of the Equity Securities from time to time
may be sold under certain circumstances described herein, and because the
proceeds from such events will be distributed to Unitholders and will not be
reinvested, and because under certain circumstances, in connection with offers
or distributions by Issuers of Equity Securities, additional and/or different
securities may be deposited in the Trust, no assurance can be given that the
Trust will retain for any length of time its present size and composition. (See
"Administration of the Trust -- Administration of the Portfolio" herein.)
Unless a Unitholder purchases Units of the Trust on the initial Date
of Deposit (or another date when the value of the Units is less than or equal
to the Initial Public Offering Price), total distributions, including
distributions made upon termination of the Trust, may be less than the amount
paid for a Unit.
Because the Trust may hold ADRs representing proof of ownership of
foreign securities on deposit with foreign custodians and there is a
possibility that at some future date an ADR will be terminated causing the
Trust to hold the foreign securities represented by such an ADR, the Units may
not be an appropriate investment for a pension plan subject to Title I of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Prospective
investors subject to ERISA should consult their tax advisors in determining the
appropriateness of an investment in the Trust.
PUBLIC OFFERING
Public Offering Price; Market Value
The Public Offering Price of the Units is based on the Evaluator's
evaluation of the market value of the Portfolio Securities and other assets in
the Trust (the "Market Value"). Such evaluation is based upon the aggregate
<PAGE> 38
offering side evaluation of the Zero Coupon Obligations in the Trust and the
aggregate market value of the Equity Securities (generally determined by the
last closing sale prices of listed Equity Securities, or if no such price
exists, at the mean between the closing bid and offer prices or other bases),
plus or minus a pro rata share of cash, if any, in the Income Account and the
Capital Account of the Trust (other than amounts required to be distributed by
the Trustee pursuant to the Indenture and Agreement) and amounts receivable in
respect of Portfolio Securities trading ex-dividend on the date deposited in
the Trust. On any particular date, the Public Offering Price will vary from the
Public Offering Price on the initial Date of Deposit (set forth on the "Summary
of Essential Information" in Part A) in accordance with fluctuations in the
aggregate market value of the Portfolio Securities, the amount of available
cash on hand in the Trust, whether or not the Equity Securities are trading
ex-dividend at the time deposited in the Trust and the amount of certain
accrued fees and expenses.
The Public Offering Price also includes a sales charge of 4.9% of the
Public Offering Price (approximately 5.15% of the Market Value of the Units).
The sales charge applicable to quantity purchases is reduced on a graduated
basis to any person acquiring 2,400 or more Units as follows:
Aggregate Number Dollar Amounts of Sale Charge
of Units Purchased Reduction Per 100 Units
----------------------------- ------------------------------
2,400 - 4,699 $ 5.25
4,700 - 11,899 $10.50
11,900 - 23,799 $21.00
23,800 - 47,599 $31.50
47,600 and greater $42.00
The sales charge reduction will primarily be the responsibility of the
selling underwriter or dealer. This reduced sales charge structure will apply
on all purchases of Units in the Trust by the same person on any one day from
any one underwriter or dealer. Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of age
will be deemed for the purposes of calculating the applicable sales charge to
be additional purchases by the purchaser. The reduced sales charges will also
be applicable to a trustee or other fiduciary purchasing Units for a single
trust estate or single fiduciary account. In addition, effective on each July 1
commencing on the second July 1 following the initial Date of Deposit such
sales charge will be reduced by 1/2 of one percent to a minimum sales charge of
1.4%.
The Underwriter intends to permit certain of its partners, officers
and employees and those of its affiliated companies and certain relatives of
such persons to purchase Units of the Trust at the applicable Public Offering
Price less a $10.00 per 100 Units reduction in the applicable sales charge.
As more fully described in the Indenture and Agreement the aggregate Market
Value of the Portfolio Securities is determined on each Business Day by the
Evaluator. (See "Rights of Unitholders -- Redemption of Units" herein.)
Determinations of the Market Value, and thus the Public Offering Price, are
effective for transactions effected subsequent to the last preceding
determination.
<PAGE> 39
Public Distribution
During the initial offering period, Units will be distributed by the
Underwriter and through dealers at the Public Offering Price determined as
provided above. Units will be offered by means of this Prospectus in all States
of the United States except Alaska and Hawaii. Upon the termination of the
initial public offering period, unsold Units or Units acquired by the
Underwriter in the secondary market referred to below may be offered to the
public by this Prospectus at the then current Public Offering Price determined
as provided above. The Sponsor from time to time may offer Units for sale
through dealers who are members of the National Association of Securities
Dealers, Inc. Such dealers, if any, may be allowed a concession or agency
commission by the Underwriter.
Secondary Market
While not obligated to do so, the Underwriter intends to maintain, at
its expense, a secondary market for Units of the Trust and to continuously
offer to repurchase Units from Unitholders at the Redemption Price calculated
by the Evaluator. (See "Right of Unitholders -- Redemption of Units" herein.)
Any Units repurchased by the Underwriter at the Redemption Price may be
reoffered to the public by the Underwriter at the then current Public Offering
Price. The secondary market Public Offering Price per Unit will be based upon
the Evaluator's evaluation of the pro rata share of the bid prices of the Zero
Coupon Obligations and the underlying market value of the Equity Securities
(generally determined by the last closing sale prices of listed Equity
Securities, or if no such price exists, at the mean between the bid and offer
prices or other bases), plus or minus a pro rata share of cash, if any, in the
Income Account and the Capital Account of the Trust (other than amounts
required to be distributed by the Trustee pursuant to the Indenture and Trust
Agreement) and amounts receivable in respect of Equity Securities trading
ex-dividend on the date deposited in the Trust. The secondary market Public
Offering Price includes a sales charge of 4.9% of the Public Offering Price
(which charge is equivalent to approximately 5.15% of the Market Value of the
Units as determined by the Evaluator). Effective on each July 1 commencing on
the second July 1 following the initial Date of Deposit such sales charge will
be reduced by 1/2 of one percent to a minimum sales charge of 1.4%. Any profit
or loss resulting from the resale of such Units will belong to the Underwriter.
If the supply of Units exceeds the demand (or for any other business
reason), the Underwriter may, at any time, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Redemption Price.
Alternatively, Unitholders may redeem their Units through the Trustee, although
the Sponsor shall have the right to purchase such tendered Units at a price not
less than the price the Unitholder would receive from the Trustee upon tender.
If a Unitholder wishes to dispose of his Units, he should inquire of the
Sponsor as to current market prices prior to making a tender for redemption to
the Trustee.
Profit of Sponsor and Underwriter
The Sponsor may either realize a profit or sustain a loss on the
deposit of the Portfolio Securities in the Trust representing the difference
between the cost of the Portfolio Securities to the Sponsor and the cost of the
Portfolio Securities to the Trust. (See "Schedule of Portfolio Securities" in
Part A.) The Sponsor may realize a similar profit or loss in connection with
each additional deposit of Portfolio Securities in the Trust.
<PAGE> 40
The Underwriter has acquired the Equity Securities for the Sponsor.
The Underwriter in its general securities business acts as agent or principal
in connection with the purchase and sale of equity securities, which may
include the Equity Securities, and may act as a market maker in certain of the
Equity Securities. The Underwriter may also from time to time issue reports on
and make recommendations relating to equity securities, which may include the
Equity Securities.
The Underwriter receives a sales charge on Units sold to the public or
dealers. The Underwriter may realize a profit or sustain a loss with respect to
Portfolio Securities acquired from underwriting syndicates of which the
Underwriter is a member. In addition, the Underwriter may have acted as the
broker in transactions relating to the purchase of Portfolio Securities for
deposit in the Trust. During the initial public offering period, the
Underwriter may realize additional profit (or sustain a loss) due to daily
fluctuations in the offering prices of the Portfolio Securities and thus in the
Public Offering Price of Units received by the Underwriter.
The Underwriter may also realize a profit or sustain a loss while
maintaining a secondary market in the Units, in the amount of any difference
between the prices at which the Units were bought and the prices at which such
Units were resold (such prices include a sales charge) or the prices at which
such Units were redeemed, as the case may be.
Cash, if any, received by the Underwriter from the Unitholders prior
to the settlement date for purchase of Units or prior to the payment for
Portfolio Securities upon their delivery may be used in the Underwriter's
business subject to the limitations of Rule 15c3-3 under the Securities
Exchange Act of 1934 and may be of benefit to the Underwriter.
FEDERAL TAXATION
The following is a discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units which will
generally apply to individual Unitholders. The summary is limited to investors
who hold the Units as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the "Code"). Unitholders should consult their tax advisors in
determining the particular federal, state, local and any other tax consequences
of the purchase, ownership and disposition of Units in the Trust which may
apply to their specific circumstances.
In the opinion of Bryan Cave, Counsel for the Sponsor, under existing
law:
General Consequences
The Trust is not an association taxable as a corporation for federal
income tax purposes.
Each Unitholder will be considered the owner of a pro rata portion of
each of the Trust assets for federal income tax purposes under Subpart E,
Subchapter J of Chapter 1 of the Code. Each Unitholder will be considered to
have received its pro rata share of income, deductions and credits derived from
the operation of the Trust.
<PAGE> 41
Each Unitholder will have a taxable event when a Portfolio Security is
disposed of in a taxable transaction (whether by sale, liquidation, redemption
or otherwise) or when the Unitholder redeems or sells its Units in a taxable
transaction. The cost of the Units to a Unitholder on the date such Units are
purchased is allocated among the Portfolio Securities (in accordance with the
proportion of the fair market values of such Portfolio Securities) in order to
determine the Unitholder's tax basis in the Unitholder's pro rata portion of
each Portfolio Security, and such tax basis will be subject to certain
adjustments discussed below.
The Zero Coupon Obligations held in the Trust are U.S. government
obligations which accrue but do not pay income currently, are sold at a
discount and represent an obligation to pay a fixed amount at a future date.
The Zero Coupon Obligations are treated as bonds which were originally issued
at an original issue discount. For tax purposes, original issue discount is
treated as a form of interest, and the amount of original issue discount is
generally the difference between the purchase price of the obligation and
either (i) its stated redemption price at maturity or (ii) the amount payable
on the due date of the Zero Coupon Obligation. A Unitholder will be required to
include in gross income the sum of his daily portions of the original issue
discount determined for each day during which the Zero Coupon Obligation is
held in the Trust and will be subject to federal income tax on the total amount
of such original issue discount which accrues during such taxable year even
though the income is not distributed to the Unitholder until termination of the
Trust. In general, original issue discount accrues daily under a constant
interest rate method which takes into account the semi-annual compounding of
accrued interest. In the case of the Zero Coupon Obligations this method will
generally result in an increasing amount of income to be reported by a
Unitholder each year during the term of his investment in the Trust. See "Risk
Disclosure" section for a discussion of the possibility that a Unitholder's
share of income subject to tax, including such Unitholder's share of original
issue discount subject to tax, may exceed cash distributions to him in a
particular year. A Unitholder should consult his tax advisor regarding the
federal income tax consequences and the accretion of original issue discount on
the Zero Coupon Obligations held in the Trust.
Taxation of Dividends Received by the Trust
For federal income tax purposes, a Unitholder's pro rata portion of
taxable dividends paid by a corporation with respect to any Equity Security
will be taxable as ordinary income to the extent of such corporation's current
and accumulated "earnings and profits" as such term is defined in Section 316
of the Code. Generally, a Unitholder's pro rata portion of taxable dividends
which exceeds such current and accumulated earnings and profits will first
reduce a Unitholder's tax basis in such Equity Security, and to the extent that
such dividends exceed a Unitholder's tax basis in such Equity Security, shall
be treated as capital gain. Such capital gain will be short-term unless a
Unitholder has held its Units for more than one year. Under certain
circumstances corporate Unitholders may be able to deduct from gross income a
portion of dividends received by the Trust with respect to Equity Securities
held by the Trust and, accordingly, should consult their tax advisors
concerning the federal income tax consequences of such distributions.
Distributions paid on ADRs also may be subject to a withholding tax
imposed by foreign countries. Tax treaties between certain countries and the
United States may reduce or eliminate such withholding taxes. Distributions
<PAGE> 42
received on ADRs will be reduced by the amount of any applicable foreign
withholding tax.
Generally, any foreign withholding taxes deducted from distributions
paid on ADRs may be used as a credit or a deduction against federal income tax
liability. A Unitholder should consult its tax advisor regarding the
applicability of the foreign tax credit and the applicability of the deduction
of foreign withholding taxes to its specific circumstances.
Corporate Unitholders Dividends Received Deduction
A corporation (other than a corporation taxed as an S Corporation, a
regulated investment company, a real estate mortgage investment conduit, or a
real estate investment trust) which owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unitholder's pro rata
portion of taxable dividends received from domestic corporations by the Trust
in the same manner as if such corporation directly owned the Equity Securities
paying such dividends. A corporation owning Units should be aware that Sections
246 and 246A of the Code impose certain limitations on the deductibility of a
corporate Unitholder's pro rata share of taxable dividends received by the
Trust including the following: (1) the aggregate amount of the dividends
received deduction is limited to 70%, or, in some cases, 80%, of the corporate
Unitholder's taxable income with certain adjustments; (2) the Units with
respect to which the dividends are received must generally have been held by
the corporation for more than 45 days (90 days in the case of certain
preference dividends); and (3) the Code contains specific rules which are
generally designed to reduce or eliminate the dividends received deduction to
the extent a corporation has incurred debt to acquire its Units. Additionally,
a corporate Unitholder who has held its Units for 2 years or less may be
required to reduce its tax basis in its Units by the amount of the nontaxed
portion of certain extraordinary dividends paid to the Trust. Due to the
complexity of the requirements relating to the dividends received deduction,
corporate Unitholders should consult their tax advisors concerning the
application of the dividends received deduction to their specific
circumstances. Upon written request, the Trustee shall furnish information
regarding the source, amount and date of receipt of dividends paid to the
Trust.
Limitations on Deductibility of Trust Expenses by Individual Unitholders
Each Unitholder's pro rata share of each expense paid by the Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by the Unitholder. However, individual Unitholders may deduct
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses only to the extent they
exceed 2% of such individual's adjusted gross income. Accordingly, individual
Unitholders may be required to treat some or all of the expenses of the Trust
as miscellaneous itemized deductions subject to this limitation.
Disposition of Portfolio Securities by the Trust and Disposition of Units
If the Unitholder disposes of a Unit, the Unitholder is deemed thereby
to have disposed of the Unitholder's pro rata interest in all Trust assets
represented by such Unit, including the Unitholder's pro rata portion of all
the Portfolio Securities. A Unitholder will recognize gain (or loss) when all
or part of the Unitholder's pro rata interest in a Portfolio Security is
disposed of (whether through a disposition of its Unit or a disposition of the
<PAGE> 43
Portfolio Security by the Trust) in a taxable transaction for an amount greater
(or less) than the Unitholder's tax basis therein.
Unless the investor in a Unit is a dealer, gain or loss recognized on
a sale or exchange of a Portfolio Security or a Unit will, under current law,
be capital gain or loss. Any capital gain or loss arising from the disposition
of a Portfolio Security by the Trust or the disposition of Units by a
Unitholder will be short-term capital gain or loss unless such Portfolio
Security or Unit has been held for more than one year in which case such
capital gain or loss will be long-term.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units
As discussed in "Rights of Unitholders -- Redemption of Units", upon
termination of the Trust a Unitholder tendering 2,500 Units or more for
redemption may request an In Kind Distribution of Equity Securities. As
previously discussed, prior to the redemption of Units, a Unitholder is
considered as owning a pro rata portion of the Trust assets for federal income
tax purposes. The receipt of an In Kind Distribution upon the redemption of
Units would be deemed an exchange of such redeeming Unitholder's pro rata
portion of each Equity Security and other assets held by the Trust in exchange
for an undivided interest in whole shares of stock or ADRs and possibly cash. A
Unitholder must elect to have his Equity Securities exchanged entirely in kind
plus cash for fractional shares or entirely for cash.
There are different potential tax consequences which may occur under
an In Kind Distribution with respect to each Portfolio Security owned by the
Trust. The Unitholder will recognize gain or loss on the Zero Coupon Obligation
in an amount equal to the difference between the Unitholder's basis in the Zero
Coupon Obligation and the cash received. In Rev. Rul. 90-7, 1990-1 C.B. 153,
which revoked the Internal Revenue Service's ("Service") prior ruling position
on this issue, the Service held that if a unitholder receives only whole shares
of a security in exchange for its pro rata interest in each such security held
by a trust, no gain or loss would be recognized upon such exchange because the
exchange effects no material difference in a unitholder's position. If the
Unitholder receives whole shares of a particular Equity Security plus cash in
lieu of a fractional share of such Equity Security, or if the Unitholder
receives only cash in lieu of a fractional share of an Equity Security, gain or
loss would be recognized in an amount equal to the difference between the
amount of cash received and the Unitholder's adjusted basis in the fractional
share. The Unitholder's tax basis in the shares of such particular Equity
Security which the Unitholder receives as part of the In Kind Distribution
would equal the Unitholder's basis in such particular Equity Security before
the redemption, increased or decreased by any gain or loss recognized by the
Unitholder on the receipt of cash in lieu of a fractional share of such
particular Equity Security, and decreased by any cash received in lieu of a
fractional share of such particular Equity Security. Redeeming Unitholders who
request an In Kind Distribution are advised to consult their tax advisers in
this regard.
Computation of the Unitholder's Tax Basis
Initially, a Unitholder's tax basis in its Units will equal the price
(including brokerage commissions) paid by such Unitholder for the Units. A
Unitholder initially determines its tax basis in that portion of each of the
Portfolio Securities held by the Trust that the Unitholder is considered to
own, by allocating the cost of the Units among the Portfolio Securities in
<PAGE> 44
accordance with the proportion of the fair market values of such Portfolio
Securities on the date the Units are purchased.
The deposit of additional Portfolio Securities into the Trust during
the period prior to the First Record Date will not alter an existing
Unitholder's interest in any particular Portfolio Security, but will result in
a smaller proportionate interest in the individual shares of each Equity
Security and in each Zero Coupon Obligation. Accordingly, in the case of a
deposit of additional Portfolio Securities into the Trust during the period
prior to the First Record Date, an existing Unitholder will have the same
overall basis in each Equity Security and the Zero Coupon Obligations held in
the Trust, but a smaller basis in the individual shares of each such Equity
Security and each Zero Coupon Obligation.
A Unitholder's tax basis in its Units will be increased annually by
the amount of income subject to tax attributable to its daily portions of the
original issue discount which accrues on the Zero Coupon Obligations during the
term of the Trust.
A Unitholder's tax basis in its Units and its pro rata portion of an
Equity Security held by the Trust will be reduced to the extent cash dividends
paid with respect to such Equity Security are received by the Trust which are
not taxable as ordinary income because such dividend exceeds current and
accumulated earnings and profits of the Issuer of the Equity Security as
described above.
Back-up Withholding
Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee (or, in the case of Units held in
book-entry form only, to the owner of record of such Units) and to certify that
the Unitholder has not been notified that payments to the Unitholder are
subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to 31% back-up withholding. Distributions by the Trust
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons.
STATUS OF THE TRUST UNDER NEW YORK STATE AND CITY LAW
In the opinion of Bryan Cave, Counsel for the Sponsor for New York tax
matters, the Trust is not an association taxable as a corporation and the
income of the Trust will be treated as the income of the Unitholders under the
existing income tax laws of the State and City of New York.
The foregoing discussions relate only to United States federal and New
York State and City income taxes. Unitholders may be subject to state and local
taxation in other jurisdictions. Unitholders should consult their tax advisors
regarding potential state or local taxation with respect to the Units.
<PAGE> 45
RIGHTS OF UNITHOLDERS
Units
A certificate representing 100% of the fractional undivided interest
in and ownership of the Units will be registered in the name or to the order of
the Underwriter on the books of the depositary, The Depositary Trust Company
("DTC" or the "Depositary"). Accordingly, the Underwriter or its designee will
be the holder of record of the Units.
The Units will be issued in book-entry form only and the Unitholders
will not be entitled to receive physical certificates representing their Units.
A Unitholder's ownership of Units will be recorded on or through the records of
the Underwriter or any other brokerage firm that maintains such Unitholder's
account for such purpose. In turn, the brokerage firm's record ownership of
such Units will be recorded on the records of the Depositary (or of a DTC
participating firm that acts as agent for the brokerage firm if a Unitholder's
brokerage firm is not a DTC participant). Therefore, a Unitholder must rely
upon the foregoing procedures to evidence such Unitholder's beneficial
ownership of a Unit. Beneficial ownership of a Unit may only be transferred by
compliance with the procedures of such brokerage firms and DTC participants.
Neither the Trustee nor the Sponsor will have any responsibility or liability
for any aspect of the records relating to or payments made by such brokerage
firms or DTC participants on account of beneficial ownership interests in the
Units or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
DTC, which is a New York-chartered limited purpose trust company,
performs services for its participants, some of whom (and/or whose
representatives) own DTC. In accordance with its normal procedures, DTC is
expected to record separately the positions held by each DTC participant in the
Units, whether held for its own account or as a nominee for another person. The
Underwriter is a DTC participant.
Each distribution from the Income Account and payment upon redemption
of a Unit will be paid to the Depositary for the benefit of the record holder
of the Units as shown on the books of the Depositary. The Depositary will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depositary's normal
procedures, which currently provide for payments in next-day funds settled
through the New York Clearing House. Each DTC participant will be responsible
for disbursing such payments to the beneficial owners of the Units that it
represents and to each brokerage firm for which it acts as agent. Each such
brokerage firm will be responsible for disbursing funds to the beneficial
owners of the Units that it represents.
If the foregoing book-entry procedures are terminated by the
Depositary for any reason, definitive Certificates will be issued in
appropriate amounts as requested by the DTC participants holding the Units.
The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary to
establish the authority of the person making such transfer. In certain
instances, the Trustee may require additional documents such as, but not
<PAGE> 46
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority.
Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each Unit transferred and to
pay any governmental charge that may be imposed in connection with each such
transfer.
Certain Limitations
No Unitholder shall have the right to vote except in certain
circumstances relating to the amendment and termination of the Trust. (See
"Administration of the Trust -- Amendment or Termination" herein.) Unitholders
shall have no right to control the operation or administration of the Trust in
any manner, except upon the vote of 51% of the Unitholders outstanding at any
time for purposes of amendment or termination of the Trust, all as provided in
the Agreement. Unitholders will be unable to dispose of any of the Portfolio
Securities, as such, and will not be able to vote the Portfolio Securities. No
Unitholder shall ever be under any liability to any third party for any action
taken by the Trustee or Sponsor.
Redemption of Units
Requests for redemption of a Unit at the option of a Unitholder must
first be presented to the Unitholder's brokerage firm. Such brokerage firm (if
such firm is a DTC participant and, if not, through the DTC participant acting
on behalf of such firm) will present such redemption request to DTC and DTC, in
turn, will present such request to the Trustee for processing in accordance
with the applicable redemption provisions of the Agreement. The Trustee may
require a Unitholder and such Unitholder's brokerage firm to submit additional
information or certifications to the Trustee to evidence compliance with the
applicable redemption provisions of the Agreement. Units will be deemed to be
"tendered" to the Trustee when the Trustee is in physical possession of
transfer instructions and such other documentation as may be required by the
Trustee to effect the redemption of the Units. Compliance with the foregoing
procedures may result in delays in the processing of redemption requests by
Unitholders. No redemption fee will be charged by the Trustee.
On the seventh calendar day following such tender, or if the seventh
calendar day is not a Business Day, on the first Business Day prior thereto,
the Unitholder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit (unless the redeeming Unitholder elects
an In-Kind Distribution as described below) next computed as of the Evaluation
Time set forth in the "Summary of Essential Information" in Part A on the date
of tender. The "date of tender" is deemed to be the date on which the Units are
duly tendered to the Trustee, except that as regards Units received after the
Evaluation Time, the date of tender is the next day on which the exchange is
open for trading and such Units will be deemed to have been tendered at the
Redemption Price computed on that day.
Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. All other
amounts will be withdrawn from the Capital Account. If such available funds
shall be insufficient, the Trustee is empowered to sell such Portfolio
Securities as have been designated for such purpose in order to make funds
available for redemption, provided however, that the Zero Coupon Obligations
may not be sold unless the sale of such Zero Coupon Obligations will not reduce
<PAGE> 47
the Maturity Value of the Zero Coupon Obligations still held in the Trust below
the amount required to distribute from the proceeds of the sale or maturity of
the Zero Coupon Obligations upon the termination of the Trust at the Mandatory
Termination Date an amount at least equal to the Initial Public Offering Price.
In the event that (i) Zero Coupon Obligations may not be sold to fund a
redemption of Units pursuant to the preceding sentence, and (ii) no other Trust
assets are available for liquidation to fund such redemption, the Trustee will
advance to the Trust such amounts as may be necessary to pay the Redemption
Price of the tendered Units. The Trustee shall be reimbursed the amount of any
such advance from the Trust as soon as the Zero Coupon Obligations may be sold
in such amount as will not reduce the Maturity Value of the Zero Coupon
Obligations still held in the Trust below the amount required to distribute an
amount at least equal to the Initial Public Offering Price from the proceeds of
the sale or maturity of the Zero Coupon Obligations upon the termination of the
Trust at the Mandatory Termination Date.
At the Mandatory Termination Date, Unitholders tendering 2,500 Units
or more for redemption may request from the Trustee in lieu of a cash
redemption a distribution in kind ("In-Kind Distributions") of an amount and
value of Equity Securities per Unit equal to the Market Value of such
Unitholder's Units. At the Mandatory Termination Date, a Unitholder must elect
to have its Units redeemed either entirely in kind plus cash for fractional
shares or entirely in cash. An In-Kind Distribution of Units will be made by
the Trustee through the distribution of each of the Portfolio Securities in
book-entry form to the account of the Unitholder's bank or broker-dealer at The
Depositary Trust Company. The tendering Unitholder will receive his pro rata
number of whole shares of each of the Equity Securities plus cash from the
Capital Account equal to the fractional shares to which the tendering
Unitholder is entitled. The cash received by the tendering Unitholder will be
reduced by any costs determined by the Trustee in its sole discretion to result
from the registration and transfer of Equity Securities or otherwise resulting
from an In-Kind Distribution. If funds in the Capital Account are insufficient
to cover the required cash distribution to the tendering Unitholder, the
Trustee may sell Portfolio Securities according to the criteria discussed
above.
Sales of Portfolio Securities may be required at a time when Portfolio
Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption of Units may be
more or less than the amount paid by the Unitholder depending on the value of
the Portfolio Securities at the time of redemption. Equity Securities will be
sold to meet redemptions of Units before Zero Coupon Obligations, although Zero
Coupon Obligations may be sold if the Trust is assured of retaining a
sufficient principal amount of Zero Coupon Obligations to provide funds upon
maturity of the Trust at least equal to the Initial Public Offering Price.
Special federal income tax consequences will result if a Unitholder requests an
In-Kind Distribution. (See "Federal Taxation" herein.)
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the bid price of the Zero
Coupon Obligations and the aggregate underlying value of the Equity Securities
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
while the Public Offering Price per Unit during the initial offering period
will be determined on the basis of the offering price of such Zero Coupon
Obligations, as of the close of trading on the New York Stock Exchange on the
date any such determination is made, and the aggregate underlying value of the
Equity Securities, plus or minus cash, if any, in the Income Account and
<PAGE> 48
Capital Account of the Trust. On the initial Date of Deposit the Public
Offering Price per Unit, which is based on the offering prices of the Zero
Coupon Obligations and the aggregate underlying value of the Equity Securities
and includes the sales charge, exceeded the unit value at which Units could
have been redeemed (based upon the current bid prices of the Zero Coupon
Obligations and the Market Value of the Equity Securities) by the amount shown
under "Summary of Essential Information" in Part A. The Redemption Price per
Unit is the pro rata share of each Unit determined by the Trustee by adding:
(a) the cash on hand in the Trust (excluding (1) cash, cash equivalents or
letters of credit deposited in the Trust to purchase Portfolio Securities,
unless such cash or letters of credit have been deposited in the Income and
Capital Accounts because of failure to apply such monies to the purchase of
Portfolio Securities and excluding (2) monies, if any, reserved for payment of
applicable taxes or other governmental charges or credited to the Expense
Reserve Fund); (b) the aggregate value of the Portfolio Securities (including
"when issued" contracts, if any), as determined by the Evaluator on the basis
of bid prices of the Zero Coupon Obligations and the aggregate underlying value
of the Equity Securities next computed; and (c) all other income from the
Portfolio Securities (including dividends receivable on Equity Securities
trading ex-dividend as of the date of computation) together with all other
assets of the Trust; and deducting therefrom: (i) amounts representing any
applicable taxes or governmental charges payable out of the Trust;
(ii) commencing with the first Evaluation of the Trust after the expiration of
the period during which the Sponsor is permitted to make deposits of additional
Portfolio Securities or the Trustee's earlier receipt of written notice from
the Sponsor that no further such deposits shall be made, an amount representing
estimated accrued expenses of the Trust, including but not limited to fees and
expenses of the Trustee (including legal and auditing fees), the Evaluator and
supervisory fees, if any; (iii) cash held for distribution to Unitholders of
record of the Trust as of the business day prior to the evaluation being made;
and (iv) other liabilities incurred by the Trust; and finally dividing the
result of such computation by the number of Units of the Trust outstanding as
of the date thereof.
The aggregate value of the Equity Securities will be determined in the
following manner: if the Equity Securities are listed on a national securities
exchange or the NASDAQ national market system, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless it is
determined that these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at the mean between
the closing bid and offer prices or other bases. If the Equity Securities are
not so listed or, if so listed and the principal market therefore is other than
on the exchange, the evaluation shall generally be based on the current bid
price on the over-the-counter market (unless these prices are inappropriate as
a basis for evaluation). If current bid prices are unavailable, the evaluation
is generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
any emergency exists, as a result of which disposal or evaluation of the
Portfolio Securities is not reasonably practicable, or for such other periods
as the Securities and Exchange Commission may by order permit. Under certain
extreme circumstances, the Sponsor may apply to the Securities and Exchange
<PAGE> 49
Commission for an order permitting a full or partial suspension of the right of
Unitholders to redeem their Units. The Trustee is not liable to any person in
any way for any loss or damage which may result from any such suspension or
postponement.
The Indenture requires that the Trustee notify the Sponsor of any
tender of Units for redemption. The Sponsor may, and so long as the Underwriter
is maintaining a secondary market for Units, the Underwriter may, prior to the
close of business on the day of tender, purchase any Units tendered to the
Trustee for redemption by making payment therefor to the Unitholder in an
amount not less than that which would have been paid by the Trustee had the
Units been redeemed by the Trustee. (See "Public Offering of Units -- Secondary
Market" herein.) Units held by the Sponsor or the Underwriter may be tendered
to the Trustee for redemption in the same manner as any other Units.
The offering price of any Units resold by the Underwriter will be the
Public Offering Price determined in the manner provided in this Prospectus.
(See "Public Offering -- Public Offering Price; Market Value" herein.) Any
profit resulting from the resale of such Units will belong to the Underwriter
which likewise will bear any loss resulting from a lower offering or redemption
price subsequent to its acquisition of such Units. (See "Public Offering --
Profit of Sponsor and Underwriter" herein.)
TRUST OPERATING EXPENSES
Initial Costs
All costs and expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation, printing and execution of
the Indenture and Agreement, legal and auditing expenses, advertising and
selling expenses, expenses of the Trustee, the Evaluator and other
out-of-pocket expenses have been borne by the Sponsor at no cost to the Trust.
Fees
The Sponsor's supervisory fee, if any, earned for supervising the
Portfolio is based upon the number of Units outstanding on the first December
Record Date and thereafter on the December Record Date of the prior calendar
year and will be payable annually or before the Distribution Date. The
Sponsor's fee is currently $0.50 per 100 Units (and shall not exceed $0.50 per
100 Units per year) and may exceed the actual costs of providing these
supervisory services, but at no time will the total amount the Sponsor receives
for these supervisory services, when combined with all compensation received
with respect to any other series of trusts in any calendar year, exceed the
aggregate cost to it of supplying such services in such year.
Under the Indenture and Agreement, for its services as trustee and
evaluator the Trustee will receive fees in the amount set forth in "Summary of
Essential Information -- Trustee's Fee and Estimated Expenses" in Part A,
computed and paid monthly on the basis of the largest number of Units
outstanding at any time during the calendar year. The Trustee is entitled to
receive a minimum fee of $2,500 per year for services performed and expenses
incurred on behalf of the Trust. Certain regular and recurring expenses of the
Trust, including certain mailing and printing expenses, are borne by the Trust.
The Sponsor's fee, if any, is paid annually and is based upon the
largest number of Units outstanding at any time during the calendar year. The
<PAGE> 50
Trustee's fees are payable monthly on or before each Distribution Date from the
Income Account, to the extent funds are available and thereafter from the
Capital Account. Any such fees may be increased without approval of the
Unitholders in proportion to increases under the classification "All Services
Less Rent" in the Consumer Price Index published by the United States
Department of Labor. The Trustee also receives benefits to the extent that it
holds funds on deposit in various non-interest bearing accounts created under
the Indenture and Agreement. For a discussion of the services rendered by the
Trustee pursuant to its obligations under the Indenture and Agreement, see
"Administration of the Trust" herein.
Miscellaneous Expenses
The following additional charges are or may be incurred by the Trust:
(a) fees of the Trustee for extraordinary services, (b) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (c) fees of the Evaluator, (d) expenses of the Evaluator, (e) various
governmental charges, (f) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of Unitholders, (g)
indemnification of the Trustee for any loss, liability or expenses incurred in
the administration of the Trust without negligence, bad faith or willful
misconduct on its part and (h) expenditures incurred in contacting Unitholders
upon termination of the Trust.
The fees and expenses set forth herein are payable out of the Trust.
When such fees and expenses are paid by or owing to the Trustee, they are
secured by a lien on the Portfolio Securities. Since the income stream produced
by dividend payments on the Portfolio Securities is unpredictable, the Sponsor
cannot provide any assurance that dividends will be sufficient to meet any or
all expenses of the Trust. The Trustee may establish an expense reserve fund
for the payment of fees and expenses due and owing to the Trustee (the "Expense
Reserve Fund"). The Sponsor and the Trustee shall take such steps as they deem
necessary to (1) determine the amounts necessary for reserve, (2) to fund the
Expense Reserve Fund, (3) to decide whether to withdraw funds from the Expense
Reserve Fund, and (4) to determine the amount of the withdrawal from the
Expense Reserve Fund. If the balances in the Income Account and Capital Account
are insufficient to provide for amounts payable by the Trust, the Trustee has
the power to (1) sell Portfolio Securities to pay such amounts, provided,
however, that no Zero Coupon Obligations may be sold to pay any fees or
expenses of the Trust, unless the Trust is assured of retaining a sufficient
principal amount of Zero Coupon Obligations to provide funds on termination of
the Trust on the Mandatory Termination Date at least equal to the Initial
Public Offering Price and/or (2) make withdrawals from the Expense Reserve Fund
to pay such amounts. Withdrawal from the Expense Reserve Fund shall only be
made if no Equity Securities are available to be sold to satisfy the fees and
expenses of the Trust. Sales of Equity Securities to pay the fees and expenses
of the Trust may result in capital gains or losses to Unitholders. (See
"Federal Taxation" herein.)
ADMINISTRATION OF THE TRUST
Records and Accounts
The Trustee will keep records and accounts of all transactions of the
Trust at its offices at 770 Broadway, New York, New York 10003. These records
and accounts will be available for inspection by Unitholders at reasonable
times during normal business hours. The Trustee will keep on file for
<PAGE> 51
inspection by Unitholders an executed copy of the Indenture and Agreement
together with a current list of the Portfolio Securities. In connection with
the storage and handling of certain Portfolio Securities, the Trustee is
authorized to use the services of Depositary Trust Company. These services
would include safekeeping of the Portfolio Securities, coupon-clipping,
computer book-entry transfer and institutional delivery services.
Distributions of Income and Capital
The Trustee will credit to the Income Account all cash dividends
received by and payable to the Trust and all amounts received from the Sponsor
in respect of payments by purchasers of Units relating to Equity Securities
trading ex-dividend on the date deposited in the Trust. Other receipts are
credited to the Capital Account. Distributions from the Income Account and the
Capital Account generally will be distributed on the Distribution Date or Dates
set forth in the Trust Agreement applicable to such Trust. Distributions will
be made to Unitholders of record on the Record Date set forth in the Trust
Agreement applicable to such Trust. The Trustee shall not be required to make a
distribution from the Capital Account unless the cash balance on deposit
therein available for distribution shall be sufficient to distribute at least
$1.00 per 100 Units. If the amounts in the Capital Account are sufficient to
distribute at least $10.00 per 100 Units, such amounts shall be distributed on
or shortly after the twentieth day of the next succeeding month after such
amounts are accumulated (the "Special Distribution Date"), to Unitholders of
record on the tenth day of the month in which a Special Distribution Date
occurs. The Trustee is not required to pay interest on funds held in the
Capital Account or Income Account (but may itself earn interest thereon and
therefore benefits from the use of such funds).
As of the first day of each month, 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 the expenses of the Trust (as
determined on the basis set forth under "Trust Operating Expenses" herein),
provided, however, that no Zero Coupon Obligations may be sold to pay any fees
or expenses of the Trust, except under the conditions set forth under "Trust
Operating Expenses -- Miscellaneous Expense" herein. The Trustee may also
withdraw from the Income and Capital Accounts such amounts, if any, as it deems
necessary to establish a reserve for any applicable taxes or other governmental
charges payable out of the Trust (the "Tax Reserve Fund"). Amounts so withdrawn
shall not be considered a part of the Trust's assets until such time as the
Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Capital
Accounts such amounts as may be necessary to cover redemptions of Units.
Administration of the Portfolio
The Trust is organized as a unit investment trust and not as a
management investment company. Therefore, the Trust is not "managed" by the
Sponsor or the Trustee and neither the Sponsor nor the Trustee has the
authority to manage the Trust's assets fully in an attempt to take advantage of
various market conditions to improve the Trust's market value; their activities
described below are governed solely by the provisions of the Indenture and
Agreement. The original proportionate relationship between the number of shares
of each Equity Security will be adjusted to reflect the occurrence of a stock
dividend, stock split, merger, reorganization or similar event which affects
the capital structure of an Issuer but which does not affect the Trust's
percentage ownership of the equity of such Issuer at the time of such event.
<PAGE> 52
The Sponsor may direct the Trustee to dispose of Equity Securities (1) upon
default in payment of dividends on Equity Securities, after declared and when
due and payable, (2) if any action or proceeding has been instituted at law or
equity seeking to restrain or enjoin the payment of dividends on any such
Equity Securities, or if there exists any legal question or impediment
affecting such Equity Securities or the payment of dividends on the same,
(3) if there has occurred any breach of covenant or warranty in any document
relating to an Issuer which would adversely affect either immediately or
contingently the payment of dividends on the Equity Securities, or the general
credit standing of an Issuer or otherwise impair the sound investment character
of the Equity Securities, (4) if there has been a default in the payment of
dividends; or the principal of or income or premium, if any, on any other
outstanding obligations of an Issuer (which, for purposes of this clause, shall
mean either or both the Issuer of the security underlying an ADR and the
depositary for such ADR), (5) if the price of any such Equity Securities had
declined to such an extent or other such market or credit factors exist that in
the opinion of the Sponsor as evidenced in writing to the Trustee, the
retention of such Equity Securities would be detrimental to the Trust and to
the interests of the Unitholders, (6) if all of the Portfolio Securities will
be sold pursuant to termination of the Trust as provided in the Indenture and
Agreement, (7) if such sale is required due to Units tendered for redemption,
or (8) upon the occurrence of a change in the business of an Issuer (which, for
purposes of this clause, shall mean either or both the Issuer of the security
underlying an ADR and the depositary for such ADR) that would have caused the
Sponsor not to include the securities of such Issuer in the Portfolio had such
circumstances existed prior to the formation of the Trust. The proceeds of any
such disposition of the Equity Securities will be deposited in the Capital
Account of the Trust and distributed to Unitholders in accordance with the
Indenture and Agreement. If a failure to pay declared cash dividends on any of
the Equity Securities occurs and if the Sponsor does not, within 30 days after
notification, instruct the Trustee to sell or hold such Equity Securities, the
Indenture provides that the Trustee may in its discretion sell such Equity
Securities. As the holder of the Equity Securities, the Trustee will have the
right to vote all of the voting stocks in the Trust and will vote such stocks
in accordance with the instructions of the Sponsor or, in the absence of such
instructions, according to the recommendations, if any, of the Issuer's
management.
The Trustee may also sell Portfolio Securities designated by the
Sponsor, or if not so directed, in its own discretion, for the purpose of
redeeming Units of the Trust tendered for redemption and the payment of
expenses; provided, however, that in the case of Portfolio Securities sold to
meet redemption requests, Zero Coupon Obligations may only be sold if the Trust
is assured of retaining a sufficient principal amount of Zero Coupon
Obligations to provide funds on termination of the Trust at the Mandatory
Termination Date at least equal to the Initial Public Offering Price. Zero
Coupon Obligations may not be sold by the Trustee to meet Trust expenses,
unless the Trust is assured of retaining a sufficient principal amount of Zero
Coupon Obligations to provide funds on termination of the Trust at the
Mandatory Termination Date at least equal to the Initial Public Offering Price.
The Sponsor, in designating Equity Securities to be sold by the
Trustee, will make selection in order to maintain, to the extent practicable,
the proportionate relationship among the number of shares of individual issues
of Equity Securities. In order to obtain the best price for the Trust, it may
be necessary for the Sponsor to specify minimum amounts (generally 100 shares)
in which blocks of Equity Securities are to be sold.
<PAGE> 53
Reports to Unitholders
In connection with each distribution, the Trustee shall furnish the
Unitholder of record a statement of the amount of income and the amount of
other receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share for each 100 Units outstanding. Within a reasonable period of time
after the end of each calendar year, the Trustee shall furnish to each person
who at any time during the calendar year was a registered Unitholder, a
statement (i) as to the Income Account: dividends received, deductions for
applicable taxes, fees and expenses of the Trust, cash amounts paid for
purchases of Portfolio Securities to replace Failed Contract Securities and for
redemptions of Units, if any, amounts reserved for purchases of Contract
Securities or Failed Contract Securities, and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share per 100 Units
outstanding on the last Business Day of such calendar year; (ii) as to the
Capital Account: the dates of disposition of any Portfolio Securities and the
net proceeds received therefrom, cash amounts paid for purchases of Portfolio
Securities to replace Failed Contract Securities and for redemption of Units,
amounts reserved for purchases of Contract Securities or Failed Contract
Securities, deductions for payment of applicable taxes and fees and expenses of
the Trust and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share per 100 Units outstanding on the last Business Day of such
calendar year; (iii) a list of the Portfolio Securities held and the number of
Units outstanding on the last Business Day of such calendar year; (iv) the
Redemption Price per Unit based upon the last Trustee evaluation thereof made
during such calendar year; and (v) amounts actually distributed during such
calendar year from the Income and Capital Accounts, separately stated,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share per 100 Units outstanding.
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Sponsor, with evaluations of
the Portfolio Securities.
Amendment or Termination
The Indenture and Agreement may be amended by the Trustee and the
Sponsor without the consent of any of the Unitholders (i) to cure any ambiguity
or to correct or supplement any provision thereof which may be defective or
inconsistent with any other provision, or (ii) to make such other provisions as
shall not adversely affect the Unitholders, provided, however, that the
Indenture and Agreement may not be amended to (a) increase the number of Units,
except as the result of the deposit of additional Portfolio Securities pursuant
to the Indenture and Agreement, (b) permit the acquisition of additional or
substitute securities except as expressly provided therein or (c) permit the
Trust to engage in any kind of business. The Indenture and Agreement may also
be amended in any respect by the Trustee and Sponsor, or any of the provisions
thereof may be waived, with the consent of the holders of 51% of the Units then
outstanding, provided that no such amendment or waiver will reduce the interest
in the Trust of any Unitholder without the consent of such Unitholder or reduce
the percentage of Units required to consent to any such amendment or waiver
without the consent of all Unitholders. The Trustee shall advise the
Unitholders of any amendment promptly after execution thereof.
<PAGE> 54
In the event of any termination of the Trust prior to the Zero Coupon
Obligations Maturity Date, the Trustee shall proceed to liquidate the Portfolio
Securities and make the payments and distributions provided for below except
that in such event, the distribution to each Unitholder shall be made in cash
and shall be such Unitholder's pro rata interest in the balance of the Capital
and Income accounts after the deductions discussed below. In the event that the
Trust shall terminate on or after the Zero Coupon Obligations Maturity Date,
the Underwriter shall, not less than 60 days prior to the Zero Coupon
Obligations Maturity Date, send a written notice to all Unitholders of record
if such Unitholder owns at least 2,500 Units. Such notice shall allow such
Unitholders to elect to receive an In Kind Distribution of their pro rata share
of the Equity Securities, to the extent of whole shares. The Trustee will honor
duly executed requests for In-Kind Distributions received (accompanied by the
electing Unitholder's Certificate or other evidence satisfactory to the Trustee
of the electing Unitholder's ownership of the Units) by the close of business
five days prior to the Zero Coupon Obligations Maturity Date. Unitholders who
request an In-Kind Distribution shall receive such Unitholder's pro rata
portion of each of the Equity Securities segregated for distribution in kind,
in whole shares and cash equal to such Unitholder's pro rata portion of the
Income and Capital Accounts. Unitholders who do not effectively request an
In-Kind Distribution shall receive their distribution upon termination in cash.
Commencing on the Zero Coupon Obligations Maturity Date, Equity
Securities will begin to be sold in connection with the termination of the
Trust. The Sponsor will determine the manner, timing and execution of the sale
of the Equity Securities. Written notice of any termination of the Trust shall
be given by the Trustee to each Unitholder at his address appearing on the
registration books of the Trust maintained by the Trustee. The Trustee will
honor duly executed requests for In-Kind Distribution. To be effective, the
election form, together with surrendered certificates and other documentation
required by the Trustee, must be returned to the Trustee at least five business
days prior to the Zero Coupon Obligations Maturity Date. All Unitholders will
receive their pro rata portion of the amounts received on account of the Zero
Coupon Obligations in cash upon the termination of the Trust at the Mandatory
Termination Date. All Unitholders will receive their pro rata portion of the
amounts remaining in the Expense Reserve Fund, if any, in cash upon the
termination of the Trust at the Mandatory Termination Date. Unitholders not
electing a distribution of shares of Equity Securities will receive a cash
distribution from the sale of the remaining Equity Securities within a
reasonable time after the Trust is terminated. Regardless of the distribution
involved, the Trustee will deduct from the funds of the Trust any accrued
costs, expenses, advances or indemnities provided by the Trust Agreement,
including estimated compensation of the Trustee and costs of liquidation and
any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. In addition to the referenced deductions,
if the Unitholder requests an In-Kind Distribution, the Trustee shall also
deduct any costs determined by the Trustee in its sole discretion to be
incidental to the registration and transfer of Equity Securities or otherwise
resulting from the Unitholder's election to receive an In-Kind Distribution,
from the cash amount of such Unitholder's termination distribution. Any sale of
Portfolio Securities upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time. The Trustee
will then distribute to each Unitholder his pro rata share of the balance of
the Income and Capital Accounts.
The Trust may be liquidated at any time by consent of Unitholders
representing 51% of the Units then outstanding or by the Trustee when the value
<PAGE> 55
of the Trust, as shown by any evaluation, is less than the Minimum Termination
Value indicated under "Summary of Essential Financial Information" in Part A.
The Trust will be liquidated by the Trustee in the event that a sufficient
number of Units not yet sold are tendered for redemption by the Underwriter so
that the net worth of the Trust would be reduced to less than 40% of the value
of the Trust on the date of deposit and thereafter. If the Trust is liquidated
because of the redemption of unsold Units by the Underwriter, the Trustee will
refund to each purchaser of Units the entire sales charge paid by such
purchaser. The Indenture and Agreement will terminate upon the sale or other
disposition of the last Portfolio Security held thereunder, but in no event
will it continue beyond the Mandatory Termination Date stated under "Summary of
Essential Information" in Part A.
With such distribution to the Unitholders the Trustee will furnish a
final distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion determines that any amounts held in reserve are
no longer necessary, it will make distributions thereof to Unitholders in the
same manner.
Limitations on Liabilities
The Sponsor and the Trustee shall be under no liability to Unitholders
for taking any action or for refraining from taking any action in good faith
pursuant to the Indenture and Agreement, or for errors in judgment or, in the
case of the Sponsor, for errors in judgment in directing or failing to direct
the Trustee, but shall be liable only for their own willful misfeasance, bad
faith or gross negligence in the performance of their duties or by reason of
their reckless disregard of their obligations and duties hereunder. The Trustee
shall not be liable for depreciation or loss incurred by reason of the sale by
the Trustee of any of the Portfolio Securities. In the event of the failure of
the Sponsor to act under the Indenture and Agreement, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Indenture and Agreement.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Portfolio Securities or upon the
interest thereon or upon it as Trustee under the Indenture and Agreement 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 and Agreement
contain other customary provisions limiting the liability of the Trustee.
The Sponsor and Unitholders may rely on any evaluation furnished by
the Trustee and shall have no responsibility for the accuracy thereof.
Determinations by the Trustee under the Indenture and Agreement shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the Trustee shall be under no liability to the Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Trustee in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
<PAGE> 56
MISCELLANEOUS
The Sponsor
Unison Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a
Missouri limited partnership formed on March 24, 1987 ("Unison"), is the
Sponsor of the Trust. The Jones Financial Companies, A Limited Partnership, a
Missouri limited partnership ("JFC"), which directly or indirectly owns Edward
D. Jones & Co., a Missouri limited partnership ("EDJ"), is the limited partner
in Unison, and Unison Capital Corp., Inc. ("UCC"), a Missouri corporation, is
the general partner of Unison. UCC is a wholly-owned subsidiary of LHC, Inc.
("LHC"), which is a wholly-owned subsidiary of JFC. The principal offices of
Unison, JFC, EDJ, UCC and LHC are located at 201 Progress Parkway, Maryland
Heights, Missouri 63043. The Sponsor has also acted as the sponsor of Insured
Tax-Free Income Trust ("ITFIT"), a unit investment trust consisting of a
portfolio of state, municipal and public authority debt obligations. ITFIT was
established pursuant to a Standard Terms and Conditions of Trust and related
Trust Agreements by and among the Sponsor, United States Trust Company of New
York, as trustee, and Standard & Poor's Corporation, as evaluator. As sponsor
of ITFIT, the Sponsor performs activities that are substantially similar to
those it performs for the Trust. In addition, the Sponsor has also acted as the
sponsor of Central Equity Trust, Utility Series ("CET Utility"), a unit
investment trust consisting of a portfolio of dividend-paying publicly traded
common stocks issued by domestic electric, gas, water and/or telephone utility
companies. CET Utility was established pursuant to a Standard Terms and
Conditions of Trust and related Trust Agreements by and between the Sponsor and
United States Trust Company as trustee. As sponsor of CET Utility, the Sponsor
performs activities that are substantially similar to those it performs for the
Trust.
The Sponsor is liable for the performance of its obligations under the
Indenture and Agreement. If the Sponsor shall fail to perform any of its duties
under the Indenture and Agreement or become incapable of acting or become
bankrupt or its affairs are taken over by public authorities, then the Sponsor
shall be discharged. In such event, the Trustee shall: (i) appoint a successor
Sponsor or Sponsors or (ii) terminate the Indenture and Agreement and liquidate
the Trust in accordance with the provisions thereof. The Sponsor may also
resign if the Sponsor and Trustee together appoint a new Sponsor by written
instrument executed among the Sponsor, the Trustee and the new sponsor. The
Indenture and Agreement provide for the appointment of a new Sponsor with a net
worth of at least $1,000,000 to replace a resigning Sponsor prior to such
resignation. However, it is not an ongoing obligation of the Sponsor to
maintain this level of net worth. The Indenture and Agreement also provide that
the Trustee shall mail to each Unitholder notice of the discharge or
resignation of the Sponsor and of any appointment of a new Sponsor.
The Trustee
The Trustee is United States Trust Company of New York, with its
principal place of business at 114 West 47th Street, New York, New York 10036
and its corporate trust office at 770 Broadway, New York, New York 10003.
United States Trust Company of New York, established in 1853, has, since its
organization, engaged primarily in the management of trust and agency accounts
for individuals and corporations. The Trustee is a member of the New York
Clearing House Association and is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System.
<PAGE> 57
The duties of the Trustee are primarily ministerial in nature. It did
not participate in the selection of Portfolio Securities.
Under the Indenture and Agreement, the Trustee or any successor
trustee may resign and be discharged from the Trust created by the Indenture
and Agreement by executing an instrument in writing and filing the same with
the Sponsor. The Trustee or successor trustee must mail a copy of the notice of
resignation to all Unitholders then of record, not less than 60 days before the
date specified in such notice of resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within 30 days after notification,
the retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. In case the Trustee becomes incapable of acting, is
adjudged to be bankrupt or is taken over by public authorities or under certain
changes in control of the Trustee, the Sponsor may remove the Trustee and
appoint a successor trustee as provided in the Indenture and Agreement. Notice
of such removal and appointment shall be mailed to each Unitholder by the
Sponsor. Upon execution of a written acceptance of such appointment by such
successor trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor. The resignation or removal of a
Trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.
Any corporation into which a Trustee may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation to which a Trustee shall be a party, shall be the successor
trustee. The Trustee must be a corporation which is authorized to exercise
trust powers, is organized under the laws of the United States or any State and
having at all times an aggregate capital, surplus and undivided profits of not
less than $5,000,000.
The Evaluator
The Evaluator, Kenny S&P Evaluation Services, is a division of Kenny
Information Systems, Inc., with main offices located at 65 Broadway, New York,
New York 10006. Kenny Information Systems, Inc. is a wholly-owned subsidiary of
J.J. Kenny Co., Inc., which is a wholly-owned subsidiary of McGraw-Hill, Inc.
The duty of the Evaluator is to accurately determine the Market Value of the
Portfolio Securities (1) at any time upon the request of the Trustee and/or
Sponsor, (2) during the initial offering period, (3) after the initial offering
and (4) at any time to determine Redemption Price.
Under the Indenture and Agreement, the Evaluator or any successor
evaluator may resign and be discharged from the Trust created by the Indenture
and Agreement by executing an instrument in writing and filing the same with
the Sponsor and the Trustee. The Evaluator or successor evaluator must mail a
copy of the notice of resignation to the Sponsor and the Trustee, not less than
60 days before the date such notice of resignation is to take effect. The
Sponsor and the Trustee upon receiving notice of such resignation are obligated
to appoint a successor evaluator promptly. If, upon such resignation, no
successor evaluator has been appointed and has accepted the appointment within
30 days after notification, the retiring Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor. Upon execution of a
written acceptance of such appointment by such successor evaluator, all the
rights, powers, duties and obligations of the original Evaluator shall vest in
<PAGE> 58
the successor. The resignation or removal of an Evaluator becomes effective
only when the successor evaluator accepts its appointment as such or when a
court of competent jurisdiction appoints a successor evaluator.
Any corporation into which an Evaluator may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation to which an Evaluator shall be a party, shall be the successor
evaluator.
Underwriting
EDJ is the Underwriter for the Units. EDJ is a Missouri limited
partnership formed on May 23, 1969. EDJ's principal office is located at 201
Progress Parkway, Maryland Heights, Missouri, 63043. EDJ is a member of the New
York Stock Exchange, as well as other securities exchanges. EDJ is engaged in
the securities brokerage business as well as underwriting and distributing new
issues and acting as a dealer in unlisted securities and municipal bonds. EDJ
purchases the Units on the date they are issued by the Trust and is entitled to
the benefits thereof, as well as subjected to the risks inherent therein.
Units may also be sold by the Underwriter to dealers who are members of the
National Association of Securities Dealers, Inc. Such dealers, if any, may be
allowed a concession or agency commission by the Underwriter. However, resales
of Units by such dealers to the public will be made at the Public Offering
Price described in the Prospectus. The Underwriter reserves the right to
reject, in whole or in part, any order for the purchase of Units and the
Underwriter reserves the right to change the amount of the concession to
dealers from time to time.
Legal Opinions
The legality of the Units offered hereby has been passed upon by Bryan
Cave, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102-2750, which firm has also rendered an opinion regarding certain
tax law matters with respect to the Trust. Bryan Cave acted as counsel to the
Sponsor and to the Managing Underwriter with respect to the Trust.
Auditors
The statement of financial condition and schedule of Portfolio
Securities included in this Prospectus have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their report with respect
thereto in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.
<PAGE> 59
21ST CENTURY TRUST
Sponsor Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043
Trustee United States Trust Company of New York
770 Broadway
New York, New York 10003
Evaluator Kenny S&P Evaluation Services
65 Broadway
New York, New York 10006
Legal Counsel to Sponsor Bryan Cave
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Independent Public Accountants Arthur Andersen & Co.
for the Trust 1010 Market Street
St. Louis, Missouri 63101
Except as to statements made herein furnished by the Trustee or the
Evaluator, neither the Trustee nor the Evaluator has assumed any responsibility
for the accuracy, adequacy or completeness of the information contained in this
Prospectus.
This Prospectus does not contain all the information with respect to
the Trust and the Sponsor set forth in the registration statement and exhibits
relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, and to which reference is
hereby made.
No person is authorized to give any information or to make
representations not contained in this Prospectus or in supplementary sales
literature prepared by the Sponsor, and any information or representations not
contained therein must not be relied upon as having been authorized by either
the Trust, the Trustee, the Sponsor or the Evaluator. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, units in any
State to any person to whom it is not lawful to make such offer in such State.
The Trust is registered as a Unit Investment Trust under the Investment Company
Act of 1940, as amended. Such registration does not imply that the Trust or any
of its Units has been guaranteed, sponsored, recommended or approved by the
United States or any State or agency or officer thereof.
21ST CENTURY TRUST
SERIES 9
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PROSPECTUS
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52,370 Units
A Unit Investment Trust
January 28, 1994
