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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10
TO
FORM N-8B-2
Registration Statement of Unit Investment Trust Pursuant to
Section 8(b) of the Investment Company Act of 1940
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21st CENTURY TRUST
(ISSUED IN SERIES OF THE TRUST)
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[ x ] Not the issuer of periodic payment plan certificates.
[ ] Issuer of periodic payment plan certificates.
Amending: Items I(1)(a), I(2), I(3) and IX(Exhibits)
Items I(1)(b) and I(4) through VIII(59) are hereby incorporated by reference
from Amendment No. 1 to the Registration Statement on Form S-6 (File No. 33-
65466) and Amendment No. 9 to Form N-8B-2 for 21st Century Trust, Series 9,
both previously filed with the Securities and Exchange Commission on
January 28, 1994.
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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 (13-7034978)
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of the
depositor of the trust.
Unison Investment Trusts L.P.
d/b/a Unison Investment Trusts Ltd.
12555 Manchester Road
St. Louis, Missouri 63131
I.R.S. Employer Identification No. 43-1440614
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or Trustee is acting.
The Bank of New York, 101 Barclay Street, New York, New York
10286, is the Trustee of the Trust and is acting for the
series of the Trust mentioned in the answer to Item 1(b)
herein.
I.R.S. Employer Identification No. 13-5160382
Effective June 19, 1995, United States Trust Company of New
York resigned as Trustee and the Bank of New York was
appointed successor trustee.
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X. 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.<F1>
Exhibit B Copy of Indenture (Series 9).<F1>
Exhibit C Copy of Underwriting Agreement between Unison
Investment Trusts Ltd. as Sponsor and
Edward D. Jones & Co. as Underwriter.<F1>
Exhibit D Copy of Terms Agreement (Series 9).<F1>
Exhibit E Form of Certificate of Ownership.<F1>
Exhibit F Copy of Restated Certificate of Limited
Partnership of Unison Investment Trusts
Ltd.<F1>
Exhibit G Copy of Amended and Restated Limited
Partnership Agreement of Unison Investment
Trusts Ltd.<F1>
Exhibit G(1) Copy of First Amendment to Amended and
Restated Limited Partnership Agreement of
Unison Investment Trusts Ltd.<F1>
Exhibit H Prospectus (Series 9).<F1>
Exhibit I Information Regarding Officers and Directors
of Unison Capital Corp., Inc., General
Partner of Unison Investment Trusts Ltd.<F1>
Exhibit J Consent of Arthur Andersen LLP.
Exhibit K Audited Financial Statements of the Sponsor
as of December 31, 1994.
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<F1> Previously filed with the Securities and Exchange Commission on
January 24, 1994 in connection with Amendment No. 9 on Form N-8B-2 for
21st Century Trust, Series 9, and incorporated herein by reference.
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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 Des
Peres and the State of Missouri on the 11th day of July, 1995.
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: President
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EXHIBIT INDEX
TO
FORM N-8B-2
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
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EXHIBIT NO. TITLE OF DOCUMENT
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Exhibit J Consent of Arthur Andersen LLP
Exhibit K Audited Financial Statements of the Sponsor as of
December 31, 1994
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EXHIBIT J
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
on the financial statements of Unison Investment Trusts Ltd., dated February
21, 1995, included in this Amendment No. 10 to Registration Statement on Form
N-8B-2 of 21st Century Trust.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
July 11, 1995
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EXHIBIT K
ARTHUR ANDERSEN LLP
UNISON INVESTMENT TRUSTS L.P.
FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
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ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Unison Investment Trusts L.P.:
We have audited the accompanying balance sheets of Unison Investment Trusts
L.P. (a Missouri limited partnership) as of December 31, 1994 and 1993, and the
related statements of income, cash flows and changes in partnership capital for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Unison Investment Trusts L.P.
as of December 31, 1994 and 1993, and the results of its operations, its cash
flows and the changes in its partnership capital for the years then ended in
conformity with generally accepted accounting principles.
/S/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 21, 1995
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<TABLE>
UNISON INVESTMENT TRUSTS L.P.
BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
<CAPTION>
1994 1993
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<S> <C> <C>
ASSETS:
CASH AND CASH EQUIVALENTS $ 2,775,991 $ 2,817,664
OTHER ASSETS 28,580 27,560
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$ 2,804,571 $ 2,845,224
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LIABILITIES & PARTNERSHIP CAPITAL:
PAYABLE TO AFFILIATES $ 76,865 $ --
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 1,192,372 $ 1,331,772
PARTNERSHIP CAPITAL:
Limited partner 1,519,981 1,498,318
General partner 15,353 15,134
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1,535,334 1,513,452
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$ 2,804,571 $ 2,845,224
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<FN>
The accompanying notes are an integral part of these balance sheets.
</TABLE>
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<TABLE>
UNISON INVESTMENT TRUSTS L.P.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<CAPTION>
1994 1993
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<S> <C> <C>
REVENUES:
Underwriting revenues $ 208,623 $ 1,222,891
Sponsor's supervisory fees 145,199 109,723
Dividends and interest 90,860 60,967
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444,682 1,393,581
EXPENSES:
Direct trust expenses-
Professional, printing and registration fees 298,892 694,931
Letter of credit fees 5,310 15,792
Other direct expenses 15,792 13,962
Indirect trust expenses-
Personnel -- 13,640
Interest - security financing 28,506 77,975
Inventory loss -- 12,156
Secondary market expenses 72,000 320,368
Other indirect expenses 2,300 19,024
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422,800 1,167,848
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NET INCOME $ 21,882 $ 225,733
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<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
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<TABLE>
UNISON INVESTMENT TRUSTS L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<CAPTION>
1994 1993
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<S> <C> <C>
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES:
Net income $ 21,882 $ 225,733
Adjustments to reconcile net income to
net cash (used) provided by operating
activities -
(Increase) decrease in other assets (1,020) 682
Increase in payable to affiliates 76,865 --
(Decrease) increase in accounts payable
and accrued expenses (139,400) 116,437
Decrease in deferred income -- (30,620)
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Net cash (used) provided by
operating activities (41,673) 312,232
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CASH AND CASH EQUIVALENTS, beginning of year 2,817,664 2,505,432
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CASH AND CASH EQUIVALENTS, end of year $ 2,775,991 $ 2,817,664
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<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
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<TABLE>
UNISON INVESTMENT TRUSTS L.P.
STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<CAPTION>
Limited General
Partner Partner Total
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<S> <C> <C> <C>
BALANCE DECEMBER 31, 1992 $ 1,274,843 $ 12,876 $ 1,287,719
Net income 223,475 2,258 225,733
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BALANCE DECEMBER 31, 1993 $ 1,498,318 $ 15,134 $ 1,513,452
Net income 21,663 219 21,882
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BALANCE DECEMBER 31, 1994 $ 1,519,981 $ 15,353 $ 1,535,334
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<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
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UNISON INVESTMENT TRUSTS L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. SUMMARY OF ACCOUNTING POLICIES
Basis of Reporting
The Jones Financial Companies, a Missouri Limited Partnership (JFC), owns a
99% limited partner interest in Unison Investment Trusts L.P. (Unison), a
Missouri limited partnership. Unison Capital Corp., Inc. (UCC), an
indirect subsidiary of JFC, is the 1% general partner of Unison. Profits
and losses are allocated 99% to the limited partner, JFC, and 1% to the
general partner, UCC. JFC also owns Edward D. Jones & Co., a Missouri
limited partnership (EDJ).
Cash and Cash Equivalents
Unison considers all short-term investments with original maturities of
three months or less to be cash equivalents.
Operations
Unison sponsors tax-exempt municipal unit investment trusts, utility stock
trusts and combination debt and equity trusts in series form. Unison's
trusts include the Insured Tax-Free Income Trust (ITFIT), Central Equity
Trust (CET), Central Equity Trust Worldwide (CETWW) and 21st Century Trust
(TFCT). U.S. Trust Company of New York serves as trustee for ITFIT, CET
and TFCT. The Bank of New York serves as trustee for CETWW. Once issued,
trust securities are held in safekeeping by the trustee and trust receipts
and disbursements are managed by the trustee.
The managing underwriter of the Trusts is EDJ. While all units of CET,
CETWW and TFCT have initially been sold to EDJ, they may be sold to other
dealers who are members of the National Association of Securities Dealers,
Inc.
Unison issued one CETWW series and one TFCT series during 1994 and six CET
series and two TFCT series in 1993. Unison did not issue any ITFIT series
in either year.
Unison performs certain ongoing activities associated with maintaining a
secondary market for all series of CET, CETWW and TFCT units. These
activities include issuance of annual updated prospectuses for the trust
series, and coordination between the trustee, underwriters and other
dealers. There is no secondary market maintained for ITFIT. However,
Unison continues to perform supervisory and other administrative services
for the trusts.
Securities Transactions
Issuance of unit investment trusts, and related revenue and expense, as
well as purchases of trust collateral, are recorded and accounted for on a
settlement date basis, which is not materially different than a trade date
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basis. Realized and unrealized gains or losses are reflected in results of
operations as net inventory gains or losses. There was no inventory as of
December 31, 1994 or 1993.
Secondary Market Costs
In connection with maintaining a secondary market for CET, CETWW and TFCT,
future costs of $4,000 per year based on years to maturity per series have
been accrued at the time of initial issuance. These costs are amortized
over the expected life of the secondary market, which is currently
estimated to be ten years. As of December 31, 1994 and 1993, accrued
secondary market costs totalled $1,113,000 and $1,204,000, respectively.
Income Taxes
Income taxes have not been provided for in the financial statements since
Unison is organized as a partnership, and each partner is liable for its
own tax payments.
2. REVENUES
Underwriting Revenues
Underwriting revenues are based on gross underwriting revenues net of
concession to underwriters, less the aggregate cost of the underlying
securities to Unison. Underwriters currently purchase units from Unison at
the public offering price less a standard underwriting discount.
Sponsor's Supervisory Fees
Sponsor's supervisory fees are paid to Unison from the trusts annually at a
rate of $.10 per unit for ITFIT and $.40 to $.50 per 100 units for CET,
CETWW and TFCT.
3. BANK LOANS
Unison has a revolving loan agreement with a bank under which it may
currently borrow up to $20,000,000 for the purpose of purchasing trust
collateral for deposit in unit investment trusts. Outstanding borrowings
bear interest at 1-1/4% over the prevailing federal funds rate. There were
no outstanding borrowings as of December 31, 1994 and 1993.
The average borrowings were $87,500 and $630,700 and the average interest
rate (computed on the basis of the average aggregate borrowings
outstanding) was 4.92% and 4.27% for 1994 and 1993, respectively.
Cash paid for interest on bank loans, letter of credit agreements and
commitment fees was $33,800 and $93,800 for the years ended December 31,
1994 and 1993, respectively. Commitment fees, charged on the daily unused
portion of the available loan balance at 1/8 of 1%, included in the amounts
above, were $25,200 and $48,700 for the years ended December 31, 1994 and
1993, respectively.
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Unison has a letter of credit agreement with a bank under which it may
issue letters of credit up to $25,000,000 as needed for issuance of unit
trusts. Outstanding letters of credit were $0 and $523,900 at December 31,
1994 and 1993, respectively.
4. RELATED PARTY TRANSACTIONS
Transactions with EDJ constituted 100% of total underwriting revenues for
1994 and 1993. EDJ currently maintains a secondary market for the CET,
CETWW and TFCT units. Certain administrative services are performed by EDJ
on a non-reimbursed basis.
