<PAGE> 1
M A R K E D T O R E F L E C T C H A N G E S
As filed with the Securities and Exchange Commission on July 11, 1994
Registration No. 33-53902
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-6
FORM REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Exact name of trust: CENTRAL EQUITY TRUST, UTILITY SERIES 21
B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.
C. Complete address of depositor's principal executive office:
UNISON INVESTMENT TRUSTS LTD.
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043
D. Name and complete address of agent for service:
UNISON INVESTMENT TRUSTS LTD.
ATTENTION: LAWRENCE R. SOBOL
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043
Send copies of all communications to:
BRYAN CAVE
ATTENTION: JOSEPH F. MUELLER
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
E. Approximate date of proposed public offering:
[X] CHECK BOX IF IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON
JULY 11, 1994, PURSUANT TO PARAGRAPH (b) OF RULE 485.
Pursuant to Rule 429 this Registration Statement also constitutes Post-
Effective Amendment No. 1 to Registration No. 33-56944 (Utility Series 22) and
Post-Effective Amendment No. 1 to Registration No. 33-58658 (Utility
Series 23).
===============================================================================
<PAGE> 2
CENTRAL EQUITY TRUST
CROSS REFERENCE SHEET
Pursuant to Rule 481 of Regulation C under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction 1 as to Prospectus on Form S-6)
Form N-8B-2 Item Number Form S-6 Heading in Prospectus
- --------------------------------------- -------------------------------------
I. Organization and General Information
1. (a) Name of Trust.................. Prospectus Front Cover
(b) Title of securities issued..... Prospectus Front Cover
2. Name and address of Depositor...... Prospectus Back Cover
Introduction
Miscellaneous -- The Sponsor
3. Name and address of Trustee........ Prospectus Back Cover
Introduction
Miscellaneous -- The Trustee
4. Name and address of principal
underwriter........................ The Trusts
5. Organization of trust.............. Introduction
The Trusts -- Objective and
Securities Selection
6. Execution and termination of
Trust Indenture and Agreement...... Introduction
The Trusts
Administration of the Trusts --
Amendment or Termination
7. Changes of Name.................... <F1>
8. Fiscal year........................ <F1>
9. Material litigation................ <F1>
II. General Description of the Trust and Securities of the Trust
10. General information regarding
trust's securities................. Summary of Essential Information
The Trusts
Public Offering
Federal Taxation
Rights of Unitholders
Trust Operating Expenses
Administration of the Trust s
<PAGE> 3
11. Type of securities comprising
units.............................. Summary of Essential
Information
Schedule of Trust Securities
The Trust s -- Summary
Description of the Portfolio
The Trust s -- Objective and
Securities Selection
12. Certain information regarding
periodic payment certificates...... <F1>
13. (a) Load, fees, expenses, etc...... The Trusts
Summary of Essential Information
Schedule of Trust Securities
Public Offering
Trust Operating Expenses
Administration of the Trust --
Distributions of Income and
Capital
(b) Certain information regarding
periodic payment certificates.. <F1>
(c) Certain percentages............ Summary of Essential Information
Public Offering
(d) Price to affiliates............ Summary of Essential Information --
Public Offering Price
Public Offering -- Public Offering
Price
(e) Other expenses and fees........ Rights of Unitholders -- Units
(f) Certain profits receivable by
the depositor, principal
underwriter, trustee or
affiliated persons............. Public Offering -- Sponsor's
and Underwriter's
Profit
(g) Ratio of annual charges to
income......................... <F1>
14. Issuance of trust's securities..... Administration of the Trust s -
- Administration of the Portfolio
Rights of Unitholders -- Units
<PAGE> 4
15. Receipt and handling of payments
from purchasers.................... Summary of Essential Information
The Trust s -- Summary
Description of the Portfolio
The Trust s -- Objective and
Securities Selection
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution
Public Offering -- Sponsor's
and Underwriter's
Profits
16. Acquisition and disposition of
underlying securities.............. The Trust s -- Summary
Description of the Portfolio
The Trust s -- Objective and
Securities Selection
Rights of Unitholders -- Redemption
of Units
Administration of the Trust s -
- Administration of the Portfolio
Administration of the Trust s -
- Amendment or Termination
17. Withdrawal or redemption........... Summary of Essential Information
The Trust s
Public Offering
Federal Taxation
Rights of Unitholders -- Redemption
of Units
Trust Operating Expenses
Administration of the Trust s
18. (a) Receipt and disposition of
income......................... Summary of Essential Information
Schedule of Trust Securities
Rights of Unitholders -- Certain
Limitations
Rights of Unitholders -- Redemption
of Units
Trust Operating Expenses
(b) Reinvestment of distributions.. <F1>
(c) Reserves or special funds...... Administration of the Trust s -
- Distributions of Income and
Capital
Administration of the Trust s -
- Amendment or Termination
(d) Schedule of distributions...... <F1>
<PAGE> 5
19. Records, accounts and reports...... Rights of Unitholders -- Units
Administration of the Trust s -
- Distributions of Income and
Capital
Administration of the Trust s -
- Administration of the Portfolio
Administration of the Trust s -
- Reports to Unitholders
Administration of the Trust s -
- Amendment or Termination
Miscellaneous -- The Trustee
20. (a) Amendments..................... Administration of the Trust s -
- Amendment or Termination
(b) Extension or Termination....... Administration of the Trust s -
- Amendment or Termination
(c) and (d) Removal or Resignation
of Trustee..................... Miscellaneous -- The Trustee
(e) and (f) Removal or Resignation
of Sponsor..................... Miscellaneous -- The Sponsor
21. Loans to security holders.......... <F1>
22. Limitations on liability........... The Trust s -- Objective and
Securities Selection
Trust Operating Expenses --
Miscellaneous Expenses
Administration of the Trust s -
- Limitation on Liabilities
23. Bonding arrangements............... <F1>
24. Other material provisions of
Trust Indenture Agreement.......... <F1>
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of Depositor.......... Miscellaneous -- The Sponsor
26. Fees received by Depositor......... <F1>
27. Business of Depositor.............. Administration of the Trust s -
- Administration of the Portfolio
Miscellaneous -- The Sponsor
28. Certain information as to
officials and affiliated persons
of Depositor....................... Miscellaneous -- The Sponsor
29. Voting securities of Depositor..... Miscellaneous -- The Sponsor
30. Person controlling Depositor....... <F1>
<PAGE> 6
31. Payments by Depositor for certain
services rendered to trust......... <F1>
32. Remuneration of directors of
Depositor for certain services
rendered to trust.................. <F1>
33. Remuneration of employees for
certain services rendered to
trust.............................. <F1>
34. Remuneration of other persons for
certain services rendered to
trust.............................. <F1>
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities
by States.......................... Public Offering -- Unit
Distribution
36. Suspension of sales of trust's
securities......................... <F1>
37. Revocation of authority to
distribute......................... <F1>
38. (a) Method of distribution......... The Trust s -- Summary
Description of the Portfolio
Public Offering -- Public Offering
Price
Public Offering -- Unit
Distribution
(b) Underwriting agreements........ Summary of Essential Information --
Public Offering Price
Summary of Essential Information --
Underwriting
Public Offering -- Public Offering
Price
Public Offering -- Unit
Distribution
Public Offering -- Sponsor's
and Underwriter's
Profits
(c) Selling agreements............. Public Offering -- Unit
Distribution
39. (a) Organization of principal
underwriter.................... <F1>
(b) N.A.S.D. membership by
principal underwriter.......... Miscellaneous -- The Sponsor
40. Certain fees received by principal
Underwriter........................ <F1>
<PAGE> 7
41. (a) Business of principal
underwriter.................... <F1>
(b) Branch offices of principal
underwriter.................... <F1>
(c) Salesmen of principal
underwriter.................... <F1>
42. Ownership of trust's securities
by certain persons................. <F1>
43. Certain brokerage commissions
received by principal underwriter.. <F1>
44. (a) Method of valuation............ Summary of Essential Information
The Trust s -- Objective and
Securities Selection
Public Offering -- Public Offering
Price
(b) Schedule as to offering price.. <F1>
(c) Variation in offering price.... Public Offering
45. Suspension of redemption rights.... <F1>
46. (a) Redemption valuation........... Summary of Essential Information
Public Offering -- Public Offering
Price
Rights of Unitholders -- Redemption
of Units
(b) Schedule as to redemption
price.......................... <F1>
47. Maintenance of position in
underlying securities.............. Public Offering -- Public
Market
Public Offering -- Sponsor's
and Underwriter's
Profits
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of
Trustee............................ Administration of the Trust s -
- Administration of the Portfolio
Miscellaneous -- The Trustee
49. Fees and expenses of Trustee....... Summary of Essential Information
Trust Operating Expenses -- Fees
Miscellaneous -- The Trustee
<PAGE> 8
50. Trustee's lien..................... Trust Operating Expenses -- Fees
Trust Operating Expenses --
Miscellaneous Expenses
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's
securities......................... <F1>
VII. Policy of Registrant
52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities..................... The Trust s -- Summary
Description of the Portfolio
The Trust s -- Objective and
Securities Selection
Administration of the Trust s -
- Administration of the Portfolio
(b) Transactions involving
elimination of underlying
securities..................... <F1>
(c) Policy regarding substitution
or elimination of underlying
securities..................... The Trust s -- Summary
Description of the Trust
The Trust s -- Objective and
Securities Selection
Administration of the Trust s -
- Administration of the Portfolio
(d) Fundamental policy not
otherwise covered.............. <F1>
53. Tax status of trust................ Federal Taxation
Status of the Trust Under New York
State and City Law
VIII. Financial and Statistical Information
54. Trust's securities during last
ten years.......................... <F1>
55. Certain information regarding
periodic payment certificates...... <F1>
56. Certain information regarding
periodic payment certificates...... <F1>
57. Certain information regarding
periodic payment certificates...... <F1>
58. Certain information regarding
periodic payment certificates...... <F1>
<PAGE> 9
59. Financial statements (Instruction
1(b) to Form S-6).................. Report of Independent Public
Accountants
Statement of Net Assets
Statement of Operations
Statement of Changes in Net
Assets
Notes to Financial Statements
- ---------------
[FN]
<F1> Inapplicable, omitted, answer negative or not required.
<PAGE> 10
THIS PROSPECTUS CONSISTS OF TWO PARTS. PART ONE CONTAINS A SUMMARY OF
ESSENTIAL INFORMATION AND DESCRIPTIVE MATERIAL RELATING TO EACH OF THE TRUSTS,
THE PORTFOLIO OF EACH TRUST AND A STATEMENT OF FINANCIAL CONDITION OF EACH OF
THE TRUSTS. PART TWO CONTAINS A GENERAL DESCRIPTION OF THE TRUSTS. PART ONE MAY
NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY PART TWO. PLEASE RETAIN BOTH PARTS OF
THIS PROSPECTUS FOR FUTURE REFERENCE.
- -------------------------------------------------------------------------------
CENTRAL EQUITY TRUST
[ LOGO * ] [ LOGO * ] [ LOGO * ]
UTILITY SERIES 21 UTILITY SERIES 22 UTILITY SERIES 23
- -------------------------------------------------------------------------------
PROSPECTUS PART ONE
The Trusts. The Trusts consist of separate unit investment trusts
designated as Utility Series 21, 22 and 23. The objectives of the Trusts are
providing dividend income and capital appreciation through investment in a
fixed portfolio consisting of publicly traded common stocks issued by domestic
utility companies which may include electric, gas and/or telephone utility
companies (the "Portfolio"). The value of the Units of a Trust will fluctuate
with the value of the Portfolio (see "Summary of Essential Information" in this
Part One and "The Trusts" in Part Two). The Units being offered by this
Prospectus are issued and outstanding Units which have been purchased by Edward
D. Jones & Co. (the "Underwriter") in the secondary market or from the Trustee
after having been tendered for redemption. The profit or loss resulting from
the sale of Units will accrue to the Underwriter. No proceeds from the sale of
Units will be received by the Trusts.
Public Offering Price. The Public Offering Price of the Units is based on
the Trustee's evaluation of the aggregate market value of the securities in the
Portfolio of a Trust divided by the number of Units outstanding plus a sales
charge of 3.90% of the Public Offering Price (4.05% of the aggregate market
value of the underlying Securities) until July 1, 1995 for Series 21 and 4.40%
of the Public Offering Price (4.60% of the aggregate market value of the
underlying Securities) until July 1, 1995 for Series 22 and Series 23, at which
time the sales charge will decrease. Certain information in this prospectus is
provided as of a date prior to July 1, 1994 and thus does not reflect current
sales charges. See "Summary of Essential Information" in this Part One. Unless
terminated earlier, the Trust will terminate on the Mandatory Termination Date
as set forth in the "Summary of Essential Information" in this Part One, and
any Securities then held will, within a reasonable time thereafter, be sold by
the Trustee. Any Securities sold at termination will be sold at the then
current market value for such Securities; therefore, the amount distributable
in cash to a Unitholder may be more or less than the amount such Unitholder
paid for his Units.
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> 11
Sponsor:
uit
Unison Investment Trusts Ltd.
Prospectus Part One dated July 11, 1994
<PAGE> 12
SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 21
AS OF MAY 31, 1994
Number of Units (1). . . . . . . . . . . . . . . . . . . . . . . 592,239
Fractional Undivided Interest in the Trust Represented by Each
Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/592,239th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust (2) . . . $11,292,553
Other net assets (3). . . . . . . . . . . . . . . . . . . . 30,675
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . $11,323,228
===========
Divided by 592,239 Units (times 100 Units) . . . . . . . . . . . $ 1,911
Plus Sales Charge of 4.40% of Public Offering Price (4.60% of
Trust assets as determined by the Trustee) per 100
Units (4). . . . . . . . . . . . . . . . . . . . . . . . . . . $ 87
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . $ 1,998
===========
Redemption Price per 100 Units (5) . . . . . . . . . . . . . . . $ 1,911
===========
Evaluation Time. . . . . . . . . . . . Close of trading on the New York Stock
Exchange (currently 4:00 P.M. New York
time).
Record Dates . . . . . . . . . . . . . First day of the month.
Distribution Dates . . . . . . . . . . On or shortly after the fifteenth day
of the month.
Capital Distribution Dates . . . . . . Fifteenth day of each June and December
unless the amount in the Capital
Account available to be distributed is
less than $1.00 per 100 Units
outstanding or earlier if the amount is
greater than $10.00 per 100 Units
outstanding.
Date Trust Established . . . . . . . . December 9, 1992.
Mandatory Termination Date . . . . . . December 1, 2002.
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
$2,500,000. (6)
<PAGE> 13
Trustee's Fee and Estimated
Expenses . . . . . . . . . . . . . . $1.76 per 100 Units per annum.
Sponsor's Annual Portfolio
Supervision Fee. . . . . . . . . . . $0.40 per 100 Units, maximum of $0.50
per 100 Units.
- ----------
(1) The number of units has decreased from the date of the financial
statements to the date of the "Summary of Essential Information" due
to unit redemptions. (See "Rights of Unitholders -- Redemption of
Units" in Part Two.)
(2) Securities listed on a securities exchange are valued by the Trustee
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
"Rights of Unitholders -- Redemption of Units" in Part Two.)
(3) The aggregate value of each Unit for purposes of calculating the
Public Offering Price of Units will include the pro rata share of
other net assets attributable to such Units 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 Securities trading ex-dividend on the
date of evaluation, net of accrued expenses.
(4) Effective July 1, 1994, the sales charge is 3.90% of the Public
Offering Price and on each July 1, the sales charge will be decreased
by one-half of 1% to a minimum sales charge of 1.4%. (See "Public
Offering -- Offering Price" in Part Two.)
(5) This price is computed as of the date listed above and may vary from
such price on any subsequent date.
(6) The Sponsor may also direct the Trustee to dispose of Securities (1)
upon default in payment of dividends, 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 Securities, or if there exists any legal question or impediment
affecting such 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 of Securities which would adversely
affect either immediately or contingently the payment of dividends on
such Securities, or the general credit standing of the issuer or
otherwise impair the sound investment character of such Securities,
(4) if there has been a default in the payment of dividends, or the
principal or income or premium, if any, on any other outstanding
obligations of the issuer of such Securities, (5) if the price of any
such 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 Securities would be
detrimental to the Trust and to the interests of the Unitholders, (6)
<PAGE> 14
if all of the Securities in the Trust will be sold pursuant to
termination of the Trust as provided in the Standard Terms and
Conditions of Trust, as amended, and the Trust Agreement, (7) if such
sale is required due to Units tendered for redemption, (8) upon the
occurrence of a change in the business of the issuer of Securities
that would have caused the Sponsor not to include the Securities of an
issuer in the Trust had such circumstances existed prior to the
formation of the Trust or, (9) to prevent the Trust from becoming
subject to the provisions of the Public Utility Holding Company Act of
1935 and the rules and regulations promulgated thereunder.
<PAGE> 15
PORTFOLIO
As of February 28, 1994, Central Equity Trust, Utility Series 21, consists
of 32 issues of Securities, issued by entities located in 17 states and the
District of Columbia, all of which are issued by domestic electric, gas, water
and telephone public utility companies. 31 issues are listed or traded on the
New York Stock Exchange and 1 issue is listed or traded on the Over-the-Counter
market. The number of Securities by type of issuer and percentage of market
value is as follows: Electric, 12 (37%); Gas, 6 (18%); Water, 1 (2%);
Telephone, 5 (19%); and Combination -- Gas and Electric, 8 (24%). See "Schedule
of Trust Securities" herein in this Part One.
PER UNIT INFORMATION
(Per 100 Units)
1993(1)
----------
Net asset value per Unit at beginning of period. . . . . . . . . $1,994.03
=========
Net asset value per Unit at end of period. . . . . . . . . . . . $2,039.19
=========
Distributions to Unitholders of investment income including
accumulated dividends paid on Units redeemed (weighted average
Units outstanding for entire period) . . . . . . . . . . . . . $ 115.87
=========
Distribution to Unitholders from Security redemption proceeds
(weighted average Units outstanding for entire period) . . . . $ 37.44
=========
Change in unrealized appreciation (depreciation) of Securities
(per Unit outstanding at end of period). . . . . . . . . . . . $ 5.55
=========
Weighted average Units outstanding . . . . . . . . . . . . . . . 615,038
Units outstanding at end of period . . . . . . . . . . . . . . . 604,839
- ----------
(1) For the period from December 9, 1992 through February 28, 1994.
<PAGE> 16
SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 22
AS OF MAY 31, 1994
Number of Units (1). . . . . . . . . . . . . . . . . . . . . . . 548,495
Fractional Undivided Interest in the Trust Represented by Each
Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/548,495th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust (2) . . . $10,332,866
Other net assets (3). . . . . . . . . . . . . . . . . . . . 6,229
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . 10,339,095
===========
Divided by 548,495 Units (times 100 Units) . . . . . . . . . . . $ 1,884
Plus Sales Charge of 4.90% of Public Offering Price (5.15% of
Trust assets as determined by the Trustee) per 100
Units (4). . . . . . . . . . . . . . . . . . . . . . . . . . . 97
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . $ 1,981
===========
Redemption Price per 100 Units (5) . . . . . . . . . . . . . . . $ 1,884
===========
Evaluation Time. . . . . . . . . . . . Close of trading on the New York Stock
Exchange (currently 4:00 P.M. New York
time).
Record Dates . . . . . . . . . . . . . First day of the month.
Distribution Dates . . . . . . . . . . On or shortly after the fifteenth day
of the month.
Capital Distribution Dates . . . . . . Fifteenth day of each June and December
unless the amount in the Capital
Account available to be distributed is
less than $1.00 per 100 Units
outstanding or earlier if the amount is
greater than $10.00 per 100 Units
outstanding.
Date Trust Established . . . . . . . . February 4, 1993.
Mandatory Termination Date . . . . . . February 1, 2003.
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
$2,500,000. (6)
<PAGE> 17
Trustee's Fee and Estimated
Expenses . . . . . . . . . . . . . . $1.85 per 100 Units per annum.
Sponsor's Annual Portfolio
Supervision Fee. . . . . . . . . . . $0.40 per 100 Units, maximum of $0.50
per 100 Units.
- ----------
(1) The number of units has decreased from the date of the financial
statements to the date of the "Summary of Essential Information" due
to unit redemptions. (See "Rights of Unitholders -- Redemption of
Units" in Part Two.)
(2) Securities listed on a securities exchange are valued by the Trustee
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
"Rights of Unitholders -- Redemption of Units" in Part Two.)
(3) The aggregate value of each Unit for purposes of calculating the
Public Offering Price of Units will include the pro rata share of
other net assets attributable to such Units 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 Securities trading ex-dividend on the
date of evaluation, net of accrued expenses.
(4) Effective July 1, 1994, the sales charge is 4.40% of the Public
Offering Price and on each July 1, the sales charge will be decreased
by one-half of 1% to a minimum sales charge of 1.4%. (See "Public
Offering -- Offering Price" in Part Two.)
(5) This price is computed as of the date listed above and may vary from
such price on any subsequent date.
(6) The Sponsor may also direct the Trustee to dispose of Securities (1)
upon default in payment of dividends, 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 Securities, or if there exists any legal question or impediment
affecting such 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 of Securities which would adversely
affect either immediately or contingently the payment of dividends on
such Securities, or the general credit standing of the issuer or
otherwise impair the sound investment character of such Securities,
(4) if there has been a default in the payment of dividends, or the
principal or income or premium, if any, on any other outstanding
obligations of the issuer of such Securities, (5) if the price of any
such 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 Securities would be
<PAGE> 18
detrimental to the Trust and to the interests of the Unitholders, (6)
if all of the Securities in the Trust will be sold pursuant to
termination of the Trust as provided in the Standard Terms and
Conditions of Trust, as amended, and the Trust Agreement, (7) if such
sale is required due to Units tendered for redemption, (8) upon the
occurrence of a change in the business of the issuer of Securities
that would have caused the Sponsor not to include the Securities of an
issuer in the Trust had such circumstances existed prior to the
formation of the Trust or, (9) to prevent the Trust from becoming
subject to the provisions of the Public Utility Holding Company Act of
1935 and the rules and regulations promulgated thereunder.
<PAGE> 19
PORTFOLIO
As of February 28, 1994, Central Equity Trust, Utility Series 22, consists
of 33 issues of Securities, issued by entities located in 33 states, all of
which are issued by domestic electric, gas, water and telephone public utility
companies. 32 issues are listed or traded on the New York Stock Exchange and 1
issue is listed or traded on the Over-the-Counter market. The number of
Securities by type of issuer and percentage of market value is as follows:
Electric, 13 (38%); Gas, 6 (19%); Water, 2 (7%); Telephone, 5 (16%); and
Combination -- Gas and Electric, 7 (20%). See "Schedule of Trust Securities"
herein in this Part One.
PER UNIT INFORMATION
(Per 100 Units)
1993(1)
----------
Net asset value per Unit at beginning of period. . . . . . . . . $1,994.03
==========
Net asset value per Unit at end of period. . . . . . . . . . . . $1,988.17
==========
Distributions to Unitholders of investment income including
accumulated dividends paid on Units redeemed (weighted average
Units outstanding for entire period) . . . . . . . . . . . . . $ 99.84
==========
Distribution to Unitholders from Security redemption proceeds
(weighted average Units outstanding for entire period) . . . . $ 48.37
==========
Change in unrealized appreciation (depreciation) of Securities
(per Unit outstanding at end of period). . . . . . . . . . . . $ (69.82)
==========
Weighted average Units outstanding . . . . . . . . . . . . . . . 562,824
Units outstanding at end of period . . . . . . . . . . . . . . . 548,495
- ----------
(1) For the period from February 3, 1993 through February 28, 1994.
<PAGE> 20
SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 23
AS OF MAY 31, 1994
Number of Units (1). . . . . . . . . . . . . . . . . . . . . . . 584,355
Fractional Undivided Interest in the Trust Represented by Each
Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/584,355th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust (2) . . . $10,210,054
Other net assets (3). . . . . . . . . . . . . . . . . . . . 12,308
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . $10,222,362
===========
Divided by 584,355 Units (times 100 Units) . . . . . . . . . . . $ 1,749
Plus Sales Charge of 4.90% of Public Offering Price (5.15% of
Trust assets as determined by the Trustee) per 100
Units (4). . . . . . . . . . . . . . . . . . . . . . . . . . . 90
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . $ 1,839
===========
Redemption Price per 100 Units (5) . . . . . . . . . . . . . . . $ 1,749
===========
Evaluation Time. . . . . . . . . . . . Close of trading on the New York Stock
Exchange (currently 4:00 P.M. New York
time).
Record Dates . . . . . . . . . . . . . First day of the month.
Distribution Dates . . . . . . . . . . On or shortly after the fifteenth day
of the month.
Capital Distribution Dates . . . . . . Fifteenth day of each June and December
unless the amount in the Capital
Account available to be distributed is
less than $1.00 per 100 Units
outstanding or earlier if the amount is
greater than $10.00 per 100 Units
outstanding.
Date Trust Established . . . . . . . . April 8, 1993.
Mandatory Termination Date . . . . . . April 1, 2003.
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
$2,500,000. (6)
Trustee's Fee and Estimated
Expenses . . . . . . . . . . . . . . $1.81 per 100 Units per annum.
<PAGE> 21
Sponsor's Annual Portfolio
Supervision Fee. . . . . . . . . . . $0.40 per 100 Units, maximum of $0.50
per 100 Units.
- ----------
(1) The number of units has decreased from the date of the financial
statements to the date of the "Summary of Essential Information" due
to unit redemptions. (See "Rights of Unitholders -- Redemption of
Units" in Part Two.)
(2) Securities listed on a securities exchange are valued by the Trustee
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
"Rights of Unitholders -- Redemption of Units" in Part Two.)
(3) The aggregate value of each Unit for purposes of calculating the
Public Offering Price of Units will include the pro rata share of
other net assets attributable to such Units 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 Securities trading ex-dividend on the
date of evaluation, net of accrued expenses.
(4) Effective July 1, 1994, the sales charge is 4.40% of the Public
Offering Price and on each July 1, the sales charge will be decreased
by one-half of 1% to a minimum sales charge of 1.4%. (See "Public
Offering -- Offering Price" in Part Two.)
(5) This price is computed as of the date listed above and may vary from
such price on any subsequent date.
(6) The Sponsor may also direct the Trustee to dispose of Securities (1)
upon default in payment of dividends, 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 Securities, or if there exists any legal question or impediment
affecting such 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 of Securities which would adversely
affect either immediately or contingently the payment of dividends on
such Securities, or the general credit standing of the issuer or
otherwise impair the sound investment character of such Securities,
(4) if there has been a default in the payment of dividends, or the
principal or income or premium, if any, on any other outstanding
obligations of the issuer of such Securities, (5) if the price of any
such 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 Securities would be
detrimental to the Trust and to the interests of the Unitholders, (6)
if all of the Securities in the Trust will be sold pursuant to
termination of the Trust as provided in the Standard Terms and
Conditions of Trust, as amended, and the Trust Agreement, (7) if such
<PAGE> 22
sale is required due to Units tendered for redemption, (8) upon the
occurrence of a change in the business of the issuer of Securities
that would have caused the Sponsor not to include the Securities of an
issuer in the Trust had such circumstances existed prior to the
formation of the Trust or, (9) to prevent the Trust from becoming
subject to the provisions of the Public Utility Holding Company Act of
1935 and the rules and regulations promulgated thereunder.
<PAGE> 23
PORTFOLIO
As of February 28, 1994, Central Equity Trust, Utility Series 23, consists
of 34 issues of Securities, issued by entities located in 22 states, all of
which are issued by domestic electric, gas, water and telephone public utility
companies. 33 issues are listed or traded on the New York Stock Exchange and 1
issue is listed or traded on the Over-the-Counter market. The number of
Securities by type of issuer and percentage of market value is as follows:
Electric, 12 (35%); Gas, 6 (17%); Water, 2 (6%); Telephone, 5 (15%); and
Combination -- Gas and Electric, 9 (27%). See "Schedule of Trust Securities"
herein in this Part One.
PER UNIT INFORMATION
(Per 100 Units)
1993(1)
----------
Net asset value per Unit at beginning of period. . . . . . . . . $1,993.09
==========
Net asset value per Unit at end of period. . . . . . . . . . . . $1,855.41
==========
Distributions to Unitholders of investment income including
accumulated dividends paid on Units redeemed (weighted average
Units outstanding for entire period) . . . . . . . . . . . . . $ 78.19
==========
Distribution to Unitholders from Security redemption proceeds
(weighted average Units outstanding for entire period) . . . . $ --
==========
Change in unrealized appreciation (depreciation) of Securities
(per Unit outstanding at end of period). . . . . . . . . . . . $ (143.57)
==========
Weighted average Units outstanding . . . . . . . . . . . . . . . 588,555
Units outstanding at end of period . . . . . . . . . . . . . . . 588,555
- ----------
(1) For the period from April 8, 1993 through February 28, 1994.
<PAGE> 24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of Central Equity Trust, Utility Series 21:
We have audited the accompanying statement of net assets and the
schedule of trust securities of Central Equity Trust, Utility Series 21 as of
February 28, 1994, and the related statement of operations and changes in net
assets for the year ended February 28, 1994 and for the period from December 9,
1992 (date of deposit), through February 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, securities owned as of February 28, 1994,
were 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 Central Equity
Trust, Utility Series 21 as of February 28, 1994, and the results of its
operations and changes in its net assets for the year ended February 28, 1994
and for the period from December 9, 1992 (date of deposit) through February 28,
1994, in conformity with generally accepted accounting principles.
/S/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
June 15, 1994
<PAGE> 25
CENTRAL EQUITY TRUST
UTILITY SERIES 21
STATEMENT OF NET ASSETS
FEBRUARY 28, 1994
ASSETS:
Investments in Securities, at market value (cost
$12,216,903) (Note 1) . . . . . . . . . . . . . . . . . $12,250,472
Dividends receivable. . . . . . . . . . . . . . . . . . . 90,738
-----------
Total assets . . . . . . . . . . . . . . . . . . . . $12,341,210
-----------
LIABILITIES:
Advance from Trustee. . . . . . . . . . . . . . . . . . . $ 6,188
Accrued trust expenses. . . . . . . . . . . . . . . . . . 1,162
-----------
Total liabilities. . . . . . . . . . . . . . . . . . $ 7,350
-----------
NET ASSETS applicable to 604,839 Units of fractional undivided
interest outstanding. . . . . . . . . . . . . . . . . . . . . $12,333,860
===========
NET ASSETS, REPRESENTED BY:
Cost to original investors of 615,810 Units sold. . . . . $13,071,853
Less initial underwriting commission (Note 1) . . . . . . 637,603
-----------
$12,434,250
Less redemption of units. . . . . . . . . . . . . . . . . 230,287
-----------
$12,203,963
Undistributed net investment income . . . . . . . . . . . 82,767
Unrealized appreciation of investments. . . . . . . . . . 33,569
Accumulated net realized gain (loss) from investment
transactions. . . . . . . . . . . . . . . . . . . . . . 13,561
Principal distributions to unitholders of proceeds from
investment transactions . . . . . . . . . . . . . . . . --
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . $12,333,860
===========
NET ASSET VALUE PER 100 UNITS (604,839 Units Outstanding). . . $ 2,039.19
===========
See accompanying notes to financial statements.
<PAGE> 26
CENTRAL EQUITY TRUST
UTILITY SERIES 21
STATEMENT OF OPERATIONS
1993(1)
------------
Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . $ 811,703
-----------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . $ 16,385
-----------
Total expenses. . . . . . . . . . . . . . . . . . . . . . $ 16,385
-----------
Net investment income. . . . . . . . . . . . . . . . $ 795,318
-----------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . $ 13,561
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . 33,569
-----------
Net gain (loss) on investments . . . . . . . . . . . $ 47,130
-----------
Net increase (decrease) in net assets from operations. . . . . $ 842,448
===========
STATEMENT OF CHANGES IN NET ASSETS
1993(1)
------------
Operations:
Net investment income . . . . . . . . . . . . . . . . . . $ 795,318
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . 13,561
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . 33,569
-----------
Net increase (decrease) in net assets from
operations . . . . . . . . . . . . . . . . . . . . $ 842,448
-----------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . $ 712,551
Proceeds from investment transactions . . . . . . . . . . --
-----------
Total distribution to unitholders . . . . . . . . . . . . $ 712,551
-----------
Redemption of units. . . . . . . . . . . . . . . . . . . . . . $ 230,287
-----------
Total increase (decrease) in net assets. . . . . . . . . . . . $ (100,390)
<PAGE> 27
Net assets to unitholders:
Beginning of period . . . . . . . . . . . . . . . . . . . 4,077,550
Additional securities purchased . . . . . . . . . . . . . 8,356,700
-----------
Net assets at end of period (including undistributed net
investment income of $82,767). . . . . . . . . . . . . . . . $12,333,860
===========
- ----------
(1) For the period from December 9, 1992 through February 28, 1994.
See accompanying notes to financial statements.
<PAGE> 28
<TABLE>
<CAPTION>
CENTRAL EQUITY TRUST
UTILITY SERIES 21
SCHEDULE OF TRUST SECURITIES
FEBRUARY 28, 1994
Current Annual
Portfolio Number Dividend Aggregate
Number of Shares Name of Issuer of Securities Per Share (1) Market Value
- --------- --------- ----------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>
1 19,799 ALLTEL Corp. (2) $0.880 $ 539,523
2 13,199 Ameritech Corporation (3) 1.920 529,610
3 14,143 Bay State Gas Company 1.420 381,861
4 4,714 Bell Atlantic Corporation 2.680 258,092
5 11,785 CIPSCO, Inc. 1.960 334,399
6 14,143 Central Hudson Gas & Electric Corporation 2.060 401,307
7 11,785 Colonial Gas Company 1.240 276,948
8 11,785 DQE Incorporated 1.680 374,174
9 10,606 Duke Power Company 1.880 409,657
10 14,143 Energen Corporation 1.080 304,074
11 12,964 Entergy Corporation 1.800 431,053
12 13,081 Equitable Resources, Inc. (4) 1.140 472,551
13 13,436 Florida Progress Corporation 1.980 398,042
14 12,964 GTE Corporation 1.880 422,950
15 13,907 General Public Utilities Corporation 1.700 398,088
16 7,071 Houston Industries Incorporated 3.000 285,492
17 10,606 IPALCO Enterprises 2.120 346,021
18 17,678 Indiana Energy, Inc. (5) 1.020 371,238
19 11,785 New England Electric System 2.240 421,314
20 11,078 Pacific Gas & Electric Company 1.960 350,342
21 12,964 PECO Energy Co. (6) 1.520 348,407
22 13,436 Pennsylvania Power & Light Company 1.670 320,784
23 12,257 Peoples Energy Corporation 1.800 366,178
24 14,614 Potomac Electric Power Company 1.660 347,082
25 12,728 St. Joseph Light & Power Company 1.800 372,294
26 11,785 The Southern Company (7) 2.360 484,658
27 11,785 Southern Indiana Gas & Electric Company 1.650 341,765
28 14,143 Southwestern Bell Corp. (8) 1.510 553,345
29 19,799 TECO Energy, Inc. (9) 0.960 403,405
30 12,257 Union Electric Company 2.380 453,509
31 15,321 United Water Resources Inc. 0.920 216,409
32 13,436 Wisconsin Energy Corporation 1.355 335,900
------- -----------
415,197 $12,250,472
======= ===========
- ----------
<FN>
(1) Based on the latest quarterly or semi-annual declaration. There can be no assurance
that future dividend payments will be maintained in an amount equal to the dividends
listed above.
<PAGE> 29
(2) On April 22, 1993, ALLTEL Corp. declared a 2-for-1 stock split which was paid on
July 7, 1993.
(3) On December 15, 1993, Ameritech Corporation declared a 2-for-1 stock split which was
paid on January 21, 1994.
(4) On October 16, 1992, Equitable Resources, Inc. declared a 3-for-2 stock split which
was paid on January 25, 1993.
(5) On July 30, 1993, Indiana Energy, Inc. declared a 3-for-2 stock split which was paid
on October 1, 1993.
(6) In January 1994, Philadelphia Electric Company formally adopted "PECO Energy Co." as
its name. The Sponsor originally deposited shares of Philadelphia Electric Company in
the Trust.
(7) On January 17, 1994, The Southern Company declared a 2-for-1 stock split which was
paid on February 28, 1994. The Trust will not receive the split shares until March 1,
1994, therefore they are not recorded above.
(8) On March 26, 1993, Southwestern Bell Corp. declared a 2-for-1 stock split which was
paid on May 25, 1993.
(9) On July 20, 1993, TECO Energy, Inc. declared a 2-for-1 stock split which was paid on
August 30, 1993.
See accompanying notes to financial statements.
</TABLE>
<PAGE> 30
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of Central Equity Trust, Utility Series 22:
We have audited the accompanying statement of net assets and the
schedule of trust securities of Central Equity Trust, Utility Series 22 as of
February 28, 1994, and the related statement of operations and changes in net
assets for the year ended February 28, 1994 and for the period from February 4,
1993 (date of deposit), through February 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, securities owned as of February 28, 1994,
were 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 Central Equity
Trust, Utility Series 22 as of February 28, 1994, and the results of its
operations and changes in its net assets for the year ended February 28, 1994
and for the period from February 4, 1993 (date of deposit), through
February 28, 1994, in conformity with generally accepted accounting
principles.
/S/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
June 15, 1994
<PAGE> 31
CENTRAL EQUITY TRUST
UTILITY SERIES 22
STATEMENT OF NET ASSETS
FEBRUARY 28, 1994
ASSETS:
Investments in Securities, at market value (cost
$11,237,022) (Note 1) . . . . . . . . . . . . . . . . . $10,854,044
Receivable from unit redemptions. . . . . . . . . . . . . 91,846
Dividends receivable. . . . . . . . . . . . . . . . . . . 54,913
-----------
Total assets . . . . . . . . . . . . . . . . . . . . $11,000,803
-----------
LIABILITIES:
Advance from Trustee. . . . . . . . . . . . . . . . . . . $ 2,908
Payable for unit redemptions. . . . . . . . . . . . . . . 91,744
Accrued trust expenses. . . . . . . . . . . . . . . . . . 1,097
-----------
Total liabilities. . . . . . . . . . . . . . . . . . $ 95,749
-----------
NET ASSETS applicable to 548,495 Units of fractional undivided
interest outstanding . . . . . . . . . . . . . . . . . . . . $10,905,054
===========
NET ASSETS, REPRESENTED BY:
Cost to original investors of 562,002 Units sold. . . . . $12,096,039
Less initial underwriting commission (Note 1) . . . . . . 590,676
-----------
$11,505,363
Less redemption of units. . . . . . . . . . . . . . . . . 271,457
-----------
$11,233,906
Undistributed net investment income . . . . . . . . . . . 51,812
Unrealized appreciation (depreciation) of investments . . (382,978)
Accumulated net realized gain (loss) from investment
transactions. . . . . . . . . . . . . . . . . . . . . . 2,314
Principal distributions to unitholders of proceeds from
investment transactions . . . . . . . . . . . . . . . . --
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . $10,905,054
===========
NET ASSET VALUE PER 100 UNITS (548,495 Units Outstanding). . . $ 1,988.17
===========
See accompanying notes to financial statements.
<PAGE> 32
CENTRAL EQUITY TRUST
UTILITY SERIES 22
STATEMENT OF OPERATIONS
1993(1)
------------
Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . $ 625,764
-----------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . $ 13,636
-----------
Total expenses. . . . . . . . . . . . . . . . . . . . . . $ 13,636
-----------
Net investment income. . . . . . . . . . . . . . . . $ 612,128
-----------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . $ 2,314
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . (382,978)
-----------
Net gain (loss) on investments . . . . . . . . . . . $ (380,664)
-----------
Net increase (decrease) in net assets from operations. . . . . $ 231,464
===========
STATEMENT OF CHANGES IN NET ASSETS
1993(1)
------------
Operations:
Net investment income . . . . . . . . . . . . . . . . . . $ 612,128
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . 2,314
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . (382,978)
-----------
Net increase (decrease) in net assets from
operations . . . . . . . . . . . . . . . . . . . . $ 231,464
-----------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . $ 560,316
Proceeds from investment transactions . . . . . . . . . . --
-----------
Total distribution to unitholders . . . . . . . . . . . . $ 560,316
-----------
Redemption of units. . . . . . . . . . . . . . . . . . . . . . $ 271,457
-----------
Total increase (decrease) in net assets. . . . . . . . . . . . $ (600,309)
-----------
Net assets to unitholders:
Beginning of period . . . . . . . . . . . . . . . . . . . 2,683,125
Additional securities purchased . . . . . . . . . . . . . 8,822,238
-----------
<PAGE> 33
Net assets at end of period (including undistributed net
investment income of $51,812). . . . . . . . . . . . . . . . $10,905,054
===========
- ----------
(1) For the period from February 4, 1993 through February 28, 1994.
See accompanying notes to financial statements.
<PAGE> 34
<TABLE>
<CAPTION>
CENTRAL EQUITY TRUST
UTILITY SERIES 22
SCHEDULE OF TRUST SECURITIES
FEBRUARY 28, 1994
Portfolio Number Dividend Aggregate
Number of Shares Name of Issuer of Securities Per Share (1) Market Value
- --------- --------- ----------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>
1 18,855 ALLTEL Corp. (2) $0.880 $ 513,799
2 13,936 American Water Works, Inc. 1.080 430,274
3 9,837 Ameritech Corporation (3) 1.920 394,710
4 6,148 Carolina Power & Light Company 1.700 167,533
5 21,519 Cascade Natural Gas Company (4) 0.960 360,443
6 10,247 Central Hudson Gas & Electric Corporation 2.060 290,759
7 10,247 Central Louisiana Electric Company,
Incorporated 1.420 233,119
8 9,017 Connecticut Water Service Inc. 1.640 241,205
9 10,247 DQE Incorporated 1.680 325,342
10 9,427 Duke Power Company 1.880 364,118
11 9,837 The Empire District Electric Company 1.280 191,821
12 18,035 Energen Corporation 1.080 387,752
13 10,656 Entergy Corporation 1.800 354,312
14 7,377 Equitable Resources, Inc. 1.140 266,494
15 10,247 GTE Corporation 1.880 334,308
16 11,067 General Public Utilities Corporation 1.700 316,793
17 9,017 IPALCO Enterprises 2.120 294,180
18 17,215 Indiana Energy, Inc. (5) 1.020 361,515
19 12,706 MCN Corporation 1.720 489,181
20 9,017 New England Electric System 2.240 322,358
21 14,346 Niagara Mohawk Power Corporation 1.000 268,988
22 15,166 ONEOK, Inc. 1.120 274,884
23 9,837 Pacific Gas & Electric Company 1.960 311,095
24 12,296 PECO Energy Co. (6) 1.520 330,455
25 11,476 Pennsylvania Power & Light Company 1.670 273,989
26 10,247 St. Joseph Light & Power Company 1.800 299,725
27 9,017 The Southern Company (7) 2.360 370,824
28 9,427 Southern Indiana Gas & Electric Company 1.650 273,383
29 12,296 Southwestern Bell Corp. (8) 1.510 481,081
30 16,395 TECO Energy, Inc. (9) 0.960 334,048
31 9,017 U S West Inc. 2.140 369,697
32 8,607 Union Electric Company 2.380 318,459
33 12,296 Wisconsin Energy Corporation 1.355 307,400
------- -----------
385,077 $10,854,044
======= ===========
- ----------
<FN>
<PAGE> 35
(1) Based on the latest quarterly or semi-annual declaration. There can be no assurance
that future dividend payments will be maintained in an amount equal to the dividends
listed above.
(2) On April 22, 1993, ALLTEL Corp. declared a 2-for-1 stock split which was paid on
July 9, 1993.
(3) On December 15, 1993, Ameritech Corporation declared a 2-for-1 stock split which was
paid on January 21, 1994.
(4) On November 24, 1993, Cascade Natural Gas declared a 3-for-2 split which was paid on
December 20, 1993.
(5) On July 30, 1993, Indiana Energy, Inc. declared a 3-for-2 stock split which was paid
on October 1, 1993.
(6) In January 1994, Philadelphia Electric Company formally adopted "PECO Energy Co." as
its name. The Sponsor originally deposited shares of Philadelphia Electric Company in
the Trust.
(7) On January 17, 1994, The Southern Company declared a 2-for-1 stock split which was
paid on February 28, 1994. The Trust will not receive the split shares until March 1,
1994, therefore they are not recorded above.
(8) On March 26, 1993, Southwestern Bell Corp. declared a 2-for-1 stock split which was
paid on May 25, 1993.
(9) On July 20, 1993, TECO Energy, Inc. declared a 2-for-1 stock split which was paid on
August 30, 1993.
See accompanying notes to financial statements.
</TABLE>
<PAGE> 36
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of Central Equity Trust, Utility Series 23:
We have audited the accompanying statement of net assets and the
schedule of trust securities of Central Equity Trust, Utility Series 23 as of
February 28, 1994, and the related statement of operations and changes in net
assets for the year ended February 28, 1994 and for the period from April 8,
1993 (date of deposit), through February 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, securities owned as of February 28, 1994,
were 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 Central Equity
Trust, Utility Series 23 as of February 28, 1994, and the results of its
operations and changes in its net assets for the year ended February 28, 1994
and the period from April 8, 1993 (date of deposit), through February 28, 1994,
in conformity with generally accepted accounting principles.
/S/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
June 15, 1994
<PAGE> 37
CENTRAL EQUITY TRUST
UTILITY SERIES 23
STATEMENT OF NET ASSETS
FEBRUARY 28, 1994
ASSETS:
Investments in Securities, at market value (cost
$11,707,018) (Note 1) . . . . . . . . . . . . . . . . . $10,862,018
Dividends receivable. . . . . . . . . . . . . . . . . . . 62,281
-----------
Total assets . . . . . . . . . . . . . . . . . . . . $10,924,299
-----------
LIABILITIES:
Advance from Trustee. . . . . . . . . . . . . . . . . . . $ 3,003
Accrued trust expenses. . . . . . . . . . . . . . . . . . 1,156
-----------
Total liabilities. . . . . . . . . . . . . . . . . . $ 4,159
-----------
NET ASSETS applicable to 588,555 Units of fractional undivided
interest outstanding . . . . . . . . . . . . . . . . . . . . $10,920,140
===========
NET ASSETS, REPRESENTED BY:
Cost to original investors of 588,555 Units sold. . . . . $12,306,897
Less initial underwriting commission (Note 1) . . . . . . 599,879
-----------
$11,707,018
Less redemption of units. . . . . . . . . . . . . . . . . --
-----------
$11,707,018
Undistributed net investment income . . . . . . . . . . . 58,122
Unrealized appreciation (depreciation) of investments . . (845,000)
Accumulated net realized gain (loss) from investment
transactions. . . . . . . . . . . . . . . . . . . . . . --
Principal distributions to unitholders of proceeds from
investment transactions . . . . . . . . . . . . . . . . --
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . $10,920,140
===========
NET ASSET VALUE PER 100 UNITS (588,555 Units Outstanding). . . $ 1,855.41
===========
See accompanying notes to financial statements.
<PAGE> 38
CENTRAL EQUITY TRUST
UTILITY SERIES 23
STATEMENT OF OPERATIONS
1993(1)
------------
Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . $ 530,114
-----------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . $ 11,742
-----------
Total expenses. . . . . . . . . . . . . . . . . . . . . . $ 11,742
-----------
Net investment income. . . . . . . . . . . . . . . . $ 518,372
-----------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . $ --
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . (845,000)
-----------
Net gain (loss) on investments . . . . . . . . . . . $ (845,000)
-----------
Net increase (decrease) in net assets from operations. . . . . $ (326,628)
===========
STATEMENT OF CHANGES IN NET ASSETS
1993(1)
------------
Operations:
Net investment income . . . . . . . . . . . . . . . . . . $ 518,372
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . --
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . (845,000)
-----------
Net increase (decrease) in net assets from
operations . . . . . . . . . . . . . . . . . . . . $ (326,628)
-----------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . $ 460,250
Proceeds from investment transactions . . . . . . . . . . --
-----------
Total distribution to unitholders . . . . . . . . . . . . $ 460,250
-----------
Redemption of units. . . . . . . . . . . . . . . . . . . . . . $ --
-----------
Total increase (decrease) in net assets. . . . . . . . . . . . $ (786,878)
<PAGE> 39
Net assets to unitholders:
Beginning of period . . . . . . . . . . . . . . . . . . . 2,135,338
Additional securities purchased . . . . . . . . . . . . . 9,571,680
-----------
Net assets at end of period (including undistributed net
investment income of $58,122). . . . . . . . . . . . . . . . $10,920,140
===========
- ----------
(1) For the period from April 8, 1993 through February 28, 1994.
See accompanying notes to financial statements.
<PAGE> 40
<TABLE>
<CAPTION>
CENTRAL EQUITY TRUST
UTILITY SERIES 23
SCHEDULE OF TRUST SECURITIES
FEBRUARY 28, 1994
Portfolio Number Dividend Aggregate
Number of Shares Name of Issuer of Securities Per Share (1) Market Value
- --------- --------- ----------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>
1 13,200 ALLTEL Corp. (2) $0.880 $ 359,700
2 13,200 American Water Works, Inc. 1.080 407,550
3 8,800 Ameritech Corporation (3) 1.920 353,100
4 10,450 Carolina Power & Light Company 1.700 284,762
5 20,625 Cascade Natural Gas Company (4) 0.960 345,469
6 9,900 Central Hudson Gas & Electric Corporation 2.060 280,913
7 12,650 Central Louisiana Electric Company,
Incorporated 1.420 287,787
8 9,900 Connecticut Water Service Inc. 1.640 264,825
9 9,350 DQE Incorporated 1.680 296,863
10 8,800 Duke Power Company 1.880 339,900
11 13,200 The Empire District Electric Company 1.280 257,400
12 16,500 Energen Corporation 1.080 354,750
13 8,250 Entergy Corporation 1.800 274,312
14 9,900 Equitable Resources, Inc. 1.140 357,638
15 9,900 Florida Progress Corporation 1.980 293,287
16 8,800 GTE Corporation 1.880 287,100
17 9,350 General Public Utilities Corporation 1.700 267,644
18 14,850 Indiana Energy, Inc. (5) 1.020 311,850
19 10,450 MCN Corporation 1.720 402,325
20 8,800 New England Electric System 2.240 314,600
21 16,500 Niagara Mohawk Power Corporation 1.000 309,375
22 18,150 ONEOK, Inc. 1.120 328,969
23 9,900 Pacific Gas & Electric Company 1.960 313,087
24 12,100 PECO Energy Co. (6) 1.520 325,187
25 11,550 Pennsylvania Power & Light Company 1.670 275,756
26 12,650 San Diego Gas & Electric Company 1.520 290,950
27 8,800 The Southern Company (7) 2.360 361,900
28 9,900 Southern Indiana Gas & Electric Company 1.650 287,100
29 11,000 Southwestern Bell Corp. (8) 1.510 430,375
30 15,400 TECO Energy, Inc. (9) 0.960 313,775
31 8,250 U S. West Inc. 2.140 338,250
32 8,800 Union Electric Company 2.380 325,600
33 10,450 Western Resources, Inc. 1.980 317,419
34 12,100 Wisconsin Energy Corporation 1.355 302,500
------- -----------
392,425 $10,862,018
======= ===========
- ----------
<FN>
<PAGE> 41
(1) Based on the latest quarterly or semi-annual declaration. There can be no assurance
that future dividend payments will be maintained in an amount equal to the dividends
listed above.
(2) On April 22, 1993, ALLTEL Corp. declared a 2-for-1 stock split which was paid on
July 9, 1993.
(3) On December 15, 1993, Ameritech Corporation declared a 2-for-1 stock split which was
paid on January 21, 1994.
(4) On November 24, 1993, Cascade Natural Gas declared a 3-for-2 split which was paid on
December 20, 1993.
(5) On July 30, 1993, Indiana Energy, Inc. declared a 3-for-2 stock split which was paid
on October 1, 1993.
(6) In January 1994, Philadelphia Electric Company formally adopted "PECO Energy Co." as
its name. The Sponsor originally deposited shares of Philadelphia Electric Company in
the Trust.
(7) On January 17, 1994, The Southern Company declared a 2-for-1 stock split which was
paid on February 28, 1994. The Trust will not receive the split shares until March 1,
1994, therefore they are not recorded above.
(8) On March 26, 1993, Southwestern Bell Corp. declared a 2-for-1 stock split which was
paid on May 25, 1993.
(9) On July 20, 1993, TECO Energy, Inc. declared a 2-for-1 stock split which was paid on
August 30, 1993.
See accompanying notes to financial statements.
</TABLE>
<PAGE> 42
CENTRAL EQUITY TRUST
UTILITY SERIES 21
UTILITY SERIES 22
UTILITY SERIES 23
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Trusts are prepared in accordance with
generally accepted accounting principles. The policies which significantly
affect the determination of financial position, results of operations, and
changes in net assets are summarized below:
Cash and Equivalents -- Cash and equivalents are amounts on deposit in the
Income and Capital Accounts.
Security Valuation -- Securities listed on a securities exchange are valued
by the Trustee 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 "Rights
of Unitholders -- Redemption of Units" in Part Two.)
Income and Expense -- Income and expenses are recognized on the accrual
basis of accounting. Gains and losses from transactions are determined on a
specific identification basis.
Federal Income Taxes -- The Trusts are not taxable for Federal income tax
purposes. Each Unitholder is considered to be the owner of a pro rata portion of
a Trust and accordingly, no provision has been made for Federal income taxes.
NOTE 2 -- OPERATING EXPENSES:
See "Trust Operating Expenses" in Part Two of this Prospectus for
information with respect to trustee fees and expenses.
<PAGE> 43
CENTRAL EQUITY 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
Legal Counsel Bryan Cave
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Independent Public Arthur Andersen & Co.
Accountants 1010 Market Street
for the Trusts St. Louis, Missouri 63101
Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.
This Prospectus does not contain all the information set forth in the
registration statements and exhibits relating thereto, 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 Trusts, the
Trustee or the Sponsor. 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. Each Trust is registered as a
Unit Investment Trust, under the Investment Company Act of 1940, as amended.
Such registration does not imply that the Trusts or any of the Units have been
guaranteed, sponsored, recommended or approved by the United States or any State
or agency or officer thereof.
CENTRAL EQUITY TRUST
[ LOGO * ]
UTILITY SERIES 21
[ LOGO * ]
UTILITY SERIES 22
[ LOGO * ]
UTILITY SERIES 23
------------------
CURRENT PROSPECTUS
PART ONE
------------------
Updated as of July 11, 1994
<PAGE> 44
NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE. BOTH PARTS
OF THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
- -------------------------------------------------------------------------------
CENTRAL EQUITY TRUST
[LOGO]*
UTILITY SERIES
- -------------------------------------------------------------------------------
PROSPECTUS PART TWO
The Trusts. The objectives of the Trusts are providing dividend income and
capital appreciation through investment in a fixed portfolio consisting of
publicly traded common stocks issued by domestic utility companies, which may
include electric, gas, water and/or telephone public utility companies (the
"Portfolio"). The value of the Units of a Trust will fluctuate with the value of
the relevant Portfolio. The Trusts consist of a series of unit investment
trusts. The Units being offered by this Prospectus are issued and outstanding
Units which have been purchased by Edward D. Jones & Co. (the "Underwriter") in
the secondary market or from the Trustee after having been tendered for
redemption. The profit or loss resulting from the sale of Units will accrue to
the Underwriter. No proceeds from the sale of the Units will be received by the
Trusts.
Public Offering Price. The secondary market Public Offering Price of the
Units is based on the Trustee's evaluation of the aggregate market value of the
securities in the Portfolio of a Trust divided by the number of Units
outstanding plus a sales charge as set forth in "Public Offering Price" on the
front cover of Part One or such lesser amount as indicated in the "Summary of
Essential Information" in Part One.
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.
Sponsor:
uit
Unison Investment Trusts Ltd.
Prospectus Part Two dated March 11, 1994
- ----------
* Refer to Appendix B for description of logo.
<PAGE> 45
TABLE OF CONTENTS
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Summary Description of the Portfolio . . . . . . . . . . . . . . . . . . 46
Electric, Gas, Water and Telephone Utility Industries. . . . . . . . . . 47
Objective and Securities Selection . . . . . . . . . . . . . . . . . . . 49
PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . . 50
Unit Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Sponsor's and Underwriter's Profits. . . . . . . . . . . . . . . . . . . 51
Public Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
General Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Taxation of Dividends Received by a Trust. . . . . . . . . . . . . . . . 52
Corporate Unitholders Dividends Received Deduction . . . . . . . . . . . 52
Limitations on Deductibility of Trust Expenses by Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Disposition of Securities by a Trust and Disposition of Units. . . . . . 53
Special Tax Consequences of In Kind Distributions Upon Redemption of
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Computation of the Unitholder's Tax Basis. . . . . . . . . . . . . . . . 54
Back-Up Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 54
STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW . . . . . . . . . . . 55
RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Certain Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Redemption of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Initial Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 59
ADMINISTRATION OF THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . 60
Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Distributions of Income and Capital. . . . . . . . . . . . . . . . . . . 60
Administration of the Portfolio. . . . . . . . . . . . . . . . . . . . . 61
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 61
Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . . 62
Limitations on Liabilities . . . . . . . . . . . . . . . . . . . . . . . 63
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
The Sponsor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
<PAGE> 46
INTRODUCTION
Each series of the Central Equity Trust (a "Trust") was created
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", as amended and restated, collectively with the Agreement,
the "Indenture and Agreement") by and between Unison Investment Trusts
Ltd. (the "Sponsor") and United States Trust Company of New York (the
"Trustee"). The purpose and objective of a Trust is to provide dividend
income and capital appreciation through investment in a fixed portfolio of
securities consisting of publicly traded equity securities issued by electric,
gas, water and/or telephone public utility companies (the "Portfolio"),
allowing investors greater diversification than they might be able to acquire
individually. There is no assurance that this objective will be met because the
payment of dividends is dependent upon the amount each issuer has available for
distribution. Furthermore, diversification of a Trust's assets will not
eliminate the risk of loss inherent in the ownership of equity securities.
THE TRUST S
Summary Description of the Portfolio
An investment in Units of a Trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including risks arising from the fact that holders of common stock have rights
to receive payments from the issuers of those stocks that are generally inferior
to those of creditors of, or holders of debt obligations issued by, such
issuers. Furthermore, the rights of holders of common stock generally are
inferior to the rights of holders of preferred stock. Holders of common stock of
the type held in each 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
each Trust thus is expected to fluctuate over the entire life of
each Trust to market values higher or lower than those currently
prevailing. 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
Trusts -- Administration of the Portfolio" herein.)
Electric, Gas, Water and Telephone Utility Industries
Each Trust invested in common stocks of companies in the
electric, gas, water and/or telephone public utility industries. (See "Schedule
<PAGE> 47
of Trust Securities" in Part One .) In view of this, an investment in
a Trust should be made with an understanding of the risks inherent in
those industries.
Public utilities are generally subject to extensive regulation by state
utility commissions which, for example, establish and approve the rates which
may be charged for their services and the appropriate rate of return on an
approved asset base. Certain public utilities have difficulty from time to time
persuading regulators to grant the rate increases necessary to maintain an
adequate return on investment and voters in many states have the ability to
impose limits on rate adjustments. There are substantial differences between the
regulatory policies and practices of various jurisdictions, and any given
regulatory agency may make major shifts in policy from time to time. There is no
assurance that regulatory authorities will in the future grant rate increases or
that any such increases will be adequate to permit the payment of dividends on
common stocks. Additionally, existing and possible future regulatory legislation
may make it even more difficult for these utilities to obtain adequate rate
relief.
Issuers of the Securities may face other problems, including difficulty in
financing large construction programs and raising capital during inflationary
periods, rising costs of fuels and the transportation of fossil fuels,
uncertainty of transmission service costs, changes in tax laws which may
adversely affect a utility's ability to operate in a profitable manner, recent
reductions in estimates for future demand for electricity, gas, water and
telephone in certain regions, restrictions on operations and increased costs and
delays attributable to environmental regulations and the effects of energy
conservation.
There may also be risks associated with a particular type of public
utility. Governmental authorities may from time to time review existing
requirements and impose additional requirements governing the licensing,
construction and operation of power plants by electric utilities. On the other
hand, electric companies in general have been favorably affected by the full or
near completion of major construction programs, and many utility companies have
generated cash flows in excess of current operating expenses and some
construction expenditures, permitting some degree of diversification into
unregulated businesses. The Energy Policy Act of 1992 (the "Energy Act")
provides for, among other things, the promotion of competition in the electric
utility industry. The Energy Act reforms the Public Utility Holding Company Act
of 1935 by lifting restrictions on independent producers of electric power who
build and operate generating plants in order to produce power for sale to
utilities at competitive rates. Further, the Energy Act provides that
transmission lines will now be made available to any producer, utility or
independent entity who is willing to pay for the transmission of power. This
access makes the utility companies' traditional customer base more uncertain and
could have a significant effect on the accuracy of, and the ability to make, the
long-term demand projections that are necessary to determine the need for new
construction of plants and for other capital expenditures.
Gas pipeline and distribution companies have had difficulties in adjusting
to short and surplus energy supplies, enforcing or being required to comply with
long-term contracts and avoiding litigation from their customers, on the one
hand, or suppliers, on the other. Recent deregulatory efforts by the Federal
Energy Regulatory Commission ("FERC") have resulted in a number of important
changes in the sale, transportation and delivery of natural gas. FERC Orders
have caused pipeline companies to become merely carriers, as opposed to sellers,
<PAGE> 48
of natural gas, which in turn has allowed local distribution companies ("LDC's")
to negotiate purchases directly with producers. These changes, however, have
resulted in significant transition costs and increased competition. For example,
LDC's now face the risk of losing major customers who can fill their
requirements through direct negotiation with producers if the LDC's fail to
provide competitive pricing. Finally, although there has been deregulation by
FERC, state regulators retain the power to scrutinize LDC performance and rate
setting. LDC's that may have difficulty adjusting to the deregulated environment
or minimizing the transition costs in connection therewith risk rejection of
rate increases to make up for those costs.
Water companies are subject to federal and state environmental laws and
regulation of water quality. Pending federal and state environmental rules and
regulations may require increased expenditures by the public water utilities and
may increase substantially operating costs and capital requirements for those
companies. Because certain aspects of telephone company operations are being
deregulated, telephone companies face increasing competitive pressures that
require the commitment of substantial capital, technological and marketing
resources.
Each of the problems referred to above could adversely affect the ability
and the inclination of these public utilities to declare or to pay dividends and
the ability of holders of common stock to realize any value from the assets of
the issuer upon liquidation or bankruptcy. The electric, gas, water and
telephone utilities which are issuers of the Securities have been experiencing
or may experience one or more of these problems in varying degrees. Moreover,
price disparities within selected utility groups and discrepancies in relation
to averages and indices have occurred frequently for reasons not directly
related to the general movement of price levels of utility common stocks. Causes
of these disparities and discrepancies include changes in the overall demand for
or supply of various securities (including the potentially depressing effect of
new stock offerings), and changes in investment objectives, market expectations
or cash requirements of other purchasers and sellers of securities.
Furthermore, the Public Utility Holding Company Act of 1935 (the "1935
Act") regulates, among other things, certain acquisitions of voting securities
of electric utility companies and gas utility companies by anyone who is an
"affiliate" of a public utility company (a person or organized group of persons
that directly or indirectly owns, controls or holds with power to vote 5% or
more of the outstanding voting securities of a public utility company). In
addition, the 1935 Act requires a "holding company" (among other categories, a
company which directly or indirectly owns, controls or holds with power to vote
10% or more of the outstanding voting securities of a public utility company or
another "holding company") to register as such with the Securities and Exchange
Commission and be otherwise subject to certain restrictions on the acquisition
of securities and other interests in public utility companies. In order to avoid
becoming an "affiliate", each Trust has adopted an investment restriction that
it will not purchase securities of a public electric or gas utility company if
by reason thereof such Trust would hold 5% or more of the outstanding voting
securities of the issuer. Nevertheless, if a Trust were considered to be a
member of an organized group of persons, the 1935 Act might limit such Trust's
acquisitions of the voting securities of public utility companies by reason of
the control by the group of 5% or more of the voting securities of a public
utility company. The Sponsor believes that even if a Trust is appropriately
included in a group, it is unlikely that the holdings of such group will
aggregate to as much as 5% of the voting securities of any public electric or
gas utility company.
<PAGE> 49
The issuers of utility securities have in the past and may in the future
undertake various types of reorganization, such as spin-offs, split-offs,
mergers, creation of holding companies and asset sales, in order to, among other
things, avoid or minimize the effects of regulatory activities. Depending on the
circumstances, the Sponsor may direct the Trustee to either hold or sell the
Securities that are distributed or otherwise the subject of such an event. (See
"Administration of the Trust s -- Administration of the Portfolio"
herein.) In which case the Trust may contain Securities of issuers not subject
to the types of regulatory risks described above, but subject instead to more
general market risks.
Objective and Securities Selection
The primary objective of each Trust is to provide investors with
dividend income and capital appreciation. There is no guarantee that a
Trust's objective will be achieved because it is subject to the continuing
ability of the respective issuers to continue to declare and pay dividends on
the Securities and because the market value of the Securities can be affected by
a variety of factors. (See "The Trust s -- 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 Securities will
increase.
Each Trust consists of such of the Securities listed under "Schedule
of Trust Securities" in Part One as may continue to be held from time to
time in such Trust and any additional Securities acquired and held by
a Trust pursuant to the Indenture and Agreement together with cash held
in the Income and Capital Accounts. Each Trust's investment objectives
and policies have been developed to take advantage of the characteristics and
historical performance of securities of companies in the public utilities
industry. Many of these companies have established a reputation for paying
regular quarterly dividends and for increasing their common stock dividends over
time. In selecting particular Securities for each Trust, the Sponsor
considered a number of factors, including historical growth rates and rates of
return on capital, financial condition and resources, management skills and such
utilities industry factors as regulatory environment and energy sources. The
Sponsor also considered the prospective growth in earnings and dividends in
relation to price/earnings ratios, yield and risk. The Sponsor believes that
above-average dividend returns and below-average price/earnings ratios are
factors that not only provide current income but also generally tend to moderate
risk and to afford opportunity for appreciation of the Securities deposited in
each Trust.
Each Trust is organized as a unit investment trust and not as a
management investment company. Therefore, neither the Trustee nor the Sponsor
has the authority to manage a Trust's assets fully in an attempt to take
advantage of various market conditions to improve such Trust's market
value. The Sponsor may instruct the Trustee to dispose of Securities under
limited circumstances. (See "Administration of the Trust s --
Administration of the Portfolio" herein.)
<PAGE> 50
PUBLIC OFFERING
General
Units of each Trust are offered for sale at the Public Offering
Price which in the secondary market is based on the Trustee's evaluation of the
aggregate market value of the Securities in each Trust plus the amount of
cash, if any, in the Income Account and the Capital Account of each Trust
(other than amounts required to be distributed by the Trustee pursuant to the
Indenture and Agreement), and includes a sales charge as described in "Public
Offering -- Public Market" below.
Public Offering Price
The Public Offering Price on any particular date will vary from the
amounts set forth on the "Summary of Essential Information" in Part
One of this Prospectus in accordance with fluctuations in the aggregate
market value of the Securities, the amount of available cash on hand in a Trust
and the amount of certain accrued fees and expenses.
The Trustee has no cash for distribution to Unitholders until it receives
dividend payments on the Securities in a Trust. The Trustee is authorized
to provide its own funds, at times, in order to advance income distributions.
The Trustee will recover these advancements when such dividend income is
received. In the event that the income actually received by the Trustee differs
from that estimated by the Trustee in calculating its distributions, the Trustee
will make an appropriate adjustment to future distributions from the Income
Account to account for such difference.
As more fully described in the Indenture and Agreement the aggregate market
value of the Securities is determined on each Business Day by the Trustee based
on the last closing sale prices, the mean between the bid and offer price or
other bases on the day the valuation is made. (See "Rights of Unitholders --
Redemption of Units" herein.) Determinations are effective for transactions
effected subsequent to the last preceding determination.
Although payment is normally made five business days following an order
for the purchase of Units, payment may be made prior thereto. However, evidence
of ownership of the Units so ordered will be made five business days following
such order or shortly thereafter. A person will become the owner of Units on the
date of settlement provided payment has been received. Cash, if any, made
available to the Underwriter prior to the date of settlement for the purchase of
Units may be used in the Underwriter's businesses and may be deemed to be a
benefit to the Underwriter, subject to the limitations of the Securities
Exchange Act of 1934.
Unit Distribution
Units purchased by the Underwriter in the secondary market, if any, may
be offered by this Prospectus at the secondary Public Offering Price in the
manner described.
<PAGE> 51
The Sponsor intends to qualify Units in states selected by the sponsor for
sale by the Underwriter and 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.
The Underwriter reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concessions to
dealers from time to time.
Sponsor's and Underwriter's Profits
As stated in "Public Offering -- Public Market" below, the Underwriter
intends to maintain a secondary market for the Units of each Trust. In so
maintaining a market, the Underwriter will also realize profits or sustain
losses in the amount of any difference between the price at which such Units
were purchased and the price 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.
Public Market
While not obligated to do so, the Underwriter intends to maintain, at its
expense, a secondary market for Units of each Trust and to continuously
offer to repurchase Units from Unitholders at the Redemption Price calculated by
the Trustee. (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, which
price includes a sales charge. Effective on each July 1, such sales
charge will be reduced as set forth under "Summary of Essential Information"
in Part One. 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.
Unitholders of any Series, other than Series 1 or 2, may be able, upon
request, to receive an "in kind" distribution of the Securities evidenced by
their Units. (See "Rights of Unitholders -- Redemption of Units" herein.) A
Unitholder who wishes to dispose of his Units should inquire of his broker as to
current market prices in order to determine whether there is in existence any
price in excess of the Redemption Price and, if so, the amount thereof.
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
<PAGE> 52
of the purchase, ownership and disposition of Units in a Trust which may apply
to their specific circumstances.
In the opinion of Bryan Cave, Counsel for the Sponsor, under existing law:
General Consequences
Each Trust is not an association taxable as a corporation for
federal income tax purposes.
Each Unitholder of a Trust will be considered the owner of a
pro rata portion of that Trust's 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 such Trust.
Each Unitholder will have a taxable event when a 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 Securities held by such Trust (in accordance with the
proportion of the fair market values of such Securities) in order to determine
the Unitholder's tax basis in the Unitholder's pro rata portion of each
Security, and such tax basis will be subject to certain adjustments discussed
below.
Taxation of Dividends Received by a Trust
For federal income tax purposes, a Unitholder's pro rata portion of taxable
dividends paid by a corporation with respect to any 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. A
Unitholder's pro rata portion of taxable dividends which exceed such current and
accumulated earnings and profits will first reduce a Unitholder's tax basis in
such Security, and to the extent that such dividends exceed a Unitholder's tax
basis in such Security, shall be treated as capital gain. Such capital gain will
be short-term unless a Unitholder has held its Units and the Trust had held
the Security for more than one year. Under certain circumstances corporate
Unitholders may be able to deduct from gross income a portion of dividends
received by a Trust with respect to Securities held by such Trust
and, accordingly, should consult their tax advisors concerning the federal
income tax consequences of such distributions.
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 by a Trust in the same manner as if
such corporation directly owned the 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 such 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
<PAGE> 53
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
a 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 to a Unitholder regarding the source, amount and date of receipt of
dividends paid to a Trust.
Limitations on Deductibility of Trust Expenses by Individual Unitholders
Each Unitholder's pro rata share of each expense paid by a 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 a Trust as
miscellaneous itemized deductions subject to this limitation.
Disposition of Securities by a 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 of a Trust's
assets represented by such Unit, including the Unitholder's pro rata portion of
all the Securities. A Unitholder will recognize gain (or loss) when all or part
of the Unitholder's pro rata interest in a Security is disposed of (whether
through a disposition of its Unit or a disposition of the Security by a
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 Security or a Unit will, under current law, be capital
gain or loss. Any capital gain or loss arising from the disposition of a
Security by a Trust or the disposition of Units by a Unitholder will be
short-term capital gain or loss unless such Security and 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," under
certain circumstances a Unitholder tendering Units for redemption may request an
In Kind Distribution of Securities. As previously discussed, prior to the
redemption of such Units, a Unitholder is considered as owning a pro rata
portion of each of a Trust's assets for federal income tax purposes. The
receipt of an In Kind Distribution upon the redemption of such Units
would be deemed an exchange of such redeeming Unitholder's pro rata portion of
each of the shares of stock and other assets held by such Trust in
exchange for an undivided interest in whole shares of stock and possibly cash. A
Unitholder must elect to have his Securities exchanged entirely in kind plus
cash for fractional shares or entirely for cash.
<PAGE> 54
There are different potential tax consequences which may occur under an In
Kind Distribution with respect to each Security owned by a Trust. A
"Security" for this purpose is a particular class of stock issued by a
particular corporation. 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 the unitholder's position. If the
Unitholder receives whole shares of a particular Security plus cash in lieu of a
fractional share of such Security, or if the Unitholder receives only cash in
lieu of a fractional share of a 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 Security which the Unitholder receives as part
of the In Kind Distribution would equal the Unitholder's basis in such
particular 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 Security, and decreased by any cash received in lieu of
a fractional share of such particular 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
Securities held by a Trust that the Unitholder is considered to own, by
allocating the cost of the Units among the Securities held in such Trust
in accordance with the proportion of the fair market values of such Securities
on the date the Units are purchased.
The sale or exchange of Units (other than in a redemption) will not affect
the tax basis of Unitholders not participating in the sale or exchange.
A Unitholder's tax basis in its Units and its pro rata portion of a
Security held by a Trust will be reduced to the extent cash dividends
paid with respect to such Security are received by such Trust which are
not taxable as ordinary income because such dividend exceeds current and
accumulated earnings and profits of the Issuer of the 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 only form, 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
a Trust to such Unitholder (including amounts received upon the
redemption of Units) will be subject to 31% back-up withholding. Distributions
by a 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.
<PAGE> 55
STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW
In the opinion of Bryan Cave, Counsel for the Sponsor for New York tax
matters, each Trust is not an association taxable as a corporation and
the income of such Trust will be treated as the income of the Unitholders
of such Trust 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.
RIGHTS OF UNITHOLDERS
Units
A certificate representing 100% of the fractional undivided interest in and
ownership of the Units was registered in the name or to the order of the
Underwriter on the books of the depository, The Depository Trust Company ("DTC"
or the "Depository"). Accordingly, the Underwriter is 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 Depository (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 Depository for the benefit of the record holder of the
Units as shown on the books of the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depository'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.
<PAGE> 56
If the foregoing book-entry procedures are terminated by the Depository 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 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 a Trust. (See
"Administration of the Trust s -- Amendment or Termination" herein.)
Unitholders shall have no right to control the operation or administration of
a Trust in any manner, except upon the vote of 51% of the Unitholders
outstanding at any time for purposes of amendment or termination of a
Trust, all as provided in the Agreement. Unitholders will be unable to dispose
of any of the Securities, as such, and will not be able to vote the 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 is receiving an
In Kind Distribution pursuant to the Indenture and Agreement as described
herein) next computed as of the Evaluation Time set forth in the "Summary of
Essential Information" in Part One on the date of tender. The "date of
<PAGE> 57
tender" is deemed to be the date on which the Units are received by 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. The Trustee is empowered to
sell Securities in order to make funds available for redemption.
Unitholders owning and tendering 1,200 Units or more of a Series other
than Series 1 or 2 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 Securities per Unit equal to the Redemption Price per Unit as
determined as of the evaluation next following the tender. Such 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 such Units
will be made by the Trustee through the distribution of each of the Securities
in book-entry form to the account of the Unitholder's bank or broker-dealer at
Depository Trust Company . The tendering Unitholder will receive his pro
rata number of whole shares of each of the Securities comprising the Portfolio
and cash from the Capital Account equal to the fractional shares to which the
tendering Unitholder is entitled. In implementing these redemption procedures,
the Trustee shall make any adjustments necessary to reflect differences between
the Redemption Price of the Securities distributed in kind as of the date of
tender. If funds in the Capital Account are insufficient to cover the required
cash distribution to the tendering Unitholder, the Trustee may sell Securities
according to the criteria discussed above.
To the extent that Securities are distributed in kind or sold, the
size of the relevant Trust will be reduced, and the diversity of
such Trust may be altered. Sales may be required at a time when
Securities would not otherwise be sold and may result in lower prices than might
otherwise be realized. The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Securities
in the Portfolio at the time of redemption. Special federal income tax
consequences will result if a Unitholder requests and receives an In Kind
Distribution. (See "Federal Taxation" herein.)
The Redemption Price per Unit of a Trust is determined by the
Trustee as of the Evaluation Time on the date any such determination is made.
The Redemption Price per Unit is each Unit's pro rata share, determined by the
Trustee, of: (1) the aggregate market value of the Securities in such
Trust , (2) cash on hand in such Trust including dividends receivable
on stocks trading ex-dividend as of the date of computation, and (3) any other
assets of such Trust, less (a) amounts representing taxes or governmental
charges payable out of such Trust, (b) the accrued expenses of such
Trust, and (c) cash held for distribution to Unitholders of record as of a date
prior to the evaluation.
The aggregate market value of the Securities is determined in good faith by
the Trustee in the following manner. If the Securities are listed on a
national securities exchange or on the NASDAQ National Market System, the
evaluation will be based on the last closing sale price as of the Evaluation
Time on that exchange (unless the Trustee determines such price is an
inappropriate basis for evaluation) or, if there is no closing sale price on
<PAGE> 58
that exchange, at the mean between the closing bid and offer prices. If the
Securities are not so listed or, if so listed and the principal market therefore
is other than on the exchange, the evaluation will be based on the mean
between the current bid and offer prices in the over-the-counter market (unless
the Trustee determines these prices are an inappropriate basis for evaluation).
If current bid or closing prices are unavailable, the evaluation will be
determined on the basis of any of the following methods the Trustee deems
appropriate (1) on the basis of the mean between the current bid and offer
prices of such Securities as obtained from investment dealers or brokers who
customarily deal in securities comparable to those held by the Trust (which may
include the Underwriter), (2) on the basis of comparable bid prices for
comparable securities, (3) by appraising the value of the Securities at the mean
between the bid and offer side of the market or by such other appraisal deemed
appropriate by the Trustee or (4) by any combination of the above, each as of
the Evaluation Time.
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 trading on that Exchange
is restricted, or an emergency exists, as a result of which emergency disposal
or evaluation of the Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order, permit or
require.
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 -- Public Market".) 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" 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 -- Sponsor ' s and
Underwriter's Profit " herein.)
TRUST OPERATING EXPENSES
Initial Costs
All costs and expenses incurred in creating and establishing the
Trust s , 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 and other
out-of-pocket expenses were borne by the Sponsor at no cost to the
Trust s . Other than the Sponsor's Supervisory Fees described below, the
Sponsor will not receive any fees in connection with its activities relating to
the Trusts. However, the Underwriter, an affiliate of the Sponsor, will receive
sales commissions and may realize other profits (or losses) in connection with
the sale of Units as described under "Public Offering --Sponsor's and
Underwriter's Profits" above and will be indemnified by the respective Trusts as
described under "Miscellaneous Expenses" below.
<PAGE> 59
Fees
The Sponsor's supervisory fee, if any, earned for supervising a
Portfolio is based upon the largest number of Units for such Trust
outstanding at any time during the calendar year and will be payable annually on
or before the January Distribution Date. The Sponsor's current fee
per 100 Units is set forth under "Summary of Essential Information"
in Part One of this Prospectus (which 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 One,
computed and paid monthly on the basis of the largest number of Units
outstanding for such Trust 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 a Trust. Certain regular and recurring expenses
of a Trust, including certain mailing and printing expenses, are borne by
such Trust.
The Sponsor's fee, if any, accrues monthly but is paid annually. The
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 s " herein.
Miscellaneous Expenses
The following additional charges are or may be incurred by each of
the Trust s : (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) various governmental charges, (d) expenses and
costs of any action taken by the Trustee to protect the Trust s and the
rights and interests of Unitholders, (e) indemnification of the Trustee for any
loss, liability or expenses incurred in the administration of the Trust s
without negligence, bad faith or willful misconduct on its part and (f)
expenditures incurred in contacting Unitholders upon termination of the
Trust s .
The fees and expenses set forth herein are payable out of the
respective Trust s . When such fees and expenses are paid by or
owing to the Trustee, they are secured by a lien on the Securities of the
relevant Trust. Since the income stream produced by dividend payments on the
Securities is unpredictable, the Sponsor cannot provide any assurance that
dividends will be sufficient to meet any or all expenses of a particular
Trust. If the balances in the Income and Capital Accounts are insufficient to
provide for amounts payable by such Trust, the Trustee has the power to
<PAGE> 60
sell Securities to pay such amounts. These sales may result in capital gains or
losses to Unitholders. (See "Federal Taxation" herein.)
ADMINISTRATION OF THE TRUSTS
Records and Accounts
The Trustee will keep records and accounts of all transactions of
each 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
inspection by Unitholders an executed copy of the Indenture and Agreement
together with a current list of the Securities then held in each Trust.
In connection with the storage and handling of certain Securities deposited in
a Trust, the Trustee is authorized to use the services of Depository
Trust Company. These services would include safekeeping of the 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 relevant Trust. Other receipts are credited
to the Capital Account. Amounts in the Income Account received by a Trust will
be distributed on or shortly after the fifteenth day of the month of the
applicable Record Date on a pro rata basis to Unitholders of such Trust as of
record as of that date. Amounts in the Capital Account will be distributed on or
shortly after the fifteenth day of each June and December except that 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 fifteenth day of the next
succeeding month after such amounts are accumulated. The Trustee is not required
to pay interest on funds held in the Capital or Income Accounts (but may itself
earn interest thereon and therefore benefits from the use of such funds).
The distribution to the Unitholders as of each Record Date will be made on
the following Distribution Date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share of
the estimated annual dividend distributions in the Income Account after
deducting estimated expenses. Because dividends are not received by a
Trust at a constant rate throughout the year, such distributions to Unitholders
may be more or less than the amount credited to the Income Account as of the
Record Date. For the purpose of minimizing fluctuation in the distributions from
the Income Account, the Trustee is authorized to advance such amounts as may be
necessary to provide income distributions of approximately equal amounts. The
Trustee shall be reimbursed, without interest, for any such advances from funds
in the Income Account on the ensuing Record Date. A person who purchases Units
will commence receiving distributions only after such person becomes a record
owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker-dealer.
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 relevant Trust (as
<PAGE> 61
determined on the basis set forth under "Trust Operating Expenses" 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 such Trust. Amounts so
withdrawn shall not be considered a part of such 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 Trusts are not "managed" by the Sponsor or the Trustee; 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 security in a Trust will be adjusted to reflect
the occurrence of a stock dividend, stock split, merger, reorganization or a
similar event which affects the capital structure of the issuer of a Security in
such Trust but which does not affect such Trust's percentage ownership of the
common stock equity of such issuer at the time of such event. The Sponsor may
direct the Trustee to dispose of Securities under such circumstances as are
indicated in the "Summary of Essential Information" in Part One . The
proceeds of any such disposition of the Securities will be deposited in the
Capital Account of the relevant Trust and distributed to related
Unitholders in accordance with the Indenture and Agreement. If a failure to pay
declared cash dividends on any of the Securities occurs and if the Sponsor does
not, within 30 days after notification, instruct the Trustee to sell or hold
such Securities, the Indenture provides that the Trustee may in its discretion
sell such Securities. As the holder of the Securities, the Trustee will have the
right to vote all of the voting stocks in the Trusts 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.
Reports to Unitholders
In connection with each distribution, the Trustee shall furnish Unitholders
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 relevant Trust, cash amounts paid for purchases of Securities to
replace Failed Contract Securities and for redemptions of Units, if any, 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 Securities
and the net proceeds received therefrom, cash amounts paid for purchases of
Securities to replace Failed Contract Securities and for redemption of Units,
deductions for payment of applicable taxes and fees and expenses of the
relevant 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 Securities held and the number of
Units outstanding on the last Business Day of such calendar year; (iv) the
<PAGE> 62
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 Trustee, with evaluations of
the Securities in the relevant Trust.
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 Securities pursuant to the
Indenture and Agreement, (b) permit the acquisition of additional or substitute
securities except as expressly provided therein or (c) permit a 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
each 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.
A 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
of such Trust, as shown by any evaluation, is less than the Minimum
Termination Value indicated under "Summary of Essential Financial Information"
in Part One . The Indenture and Agreement will terminate upon the sale or
other disposition of the last Security held thereunder, but in no event will it
continue beyond the Mandatory Termination Date stated under "Summary of
Essential Information" in Part One .
Written notice of any termination of a Trust shall be given by the
Trustee to each relevant Unitholder at his address appearing on the
registration books of the applicable Trust maintained by the Trustee. If
a Trust terminates on the Mandatory Termination Date, the Trustee will
provide written notice thereof to all Unitholders at least 30 days before such
Mandatory Termination Date. The notice will include a form enabling Unitholders
of a Series other than Series 1 or 2 to request an In Kind Distribution
rather than payment in cash upon termination of a Trust. Such request
must be returned to the Trustee at least five business days prior to the
Mandatory Termination Date. Within a reasonable period of time after
termination, the Trustee will sell any Securities remaining in a Trust.
The Trustee will deduct from the funds of a Trust any accrued costs,
expenses, advances or indemnities provided by the Indenture and 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. The Trustee will then distribute to each Unitholder
who does not request an In Kind Distribution his pro rata share of the balance
of the Income and Capital Accounts. For this reason, among others, the amount
<PAGE> 63
realized by a Unitholder upon termination may be less than the amount paid by
such Unitholder for Units. Any sale of Securities in a Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time.
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 negligence (gross negligence in the case of the Sponsor) 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
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 Securities or upon the interest thereon or
upon it as Trustee under the Indenture and Agreement or upon or in respect of
a 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.
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 s . The Jones Financial Companies, A Limited Partnership, a
Missouri limited partnership ("JFC"), which 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
<PAGE> 64
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 s .
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
a 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.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust s .
Under the Indenture and Agreement, the Trustee or any successor trustee may
resign and be discharged from the Trust s 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
<PAGE> 65
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.
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 s .
Auditors
The financial statements and schedule of Trust 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
One of this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE> 66
CENTRAL EQUITY 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
Legal Counsel Bryan Cave
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Independent Public Arthur Andersen & Co.
Accountants 1010 Market Street
for the Trust St. Louis, Missouri 63101
Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.
This Prospectus does not contain all the information set forth in the
registration statements and exhibits relating thereto, 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 Trusts, the Trustee
or the Sponsor. 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. Each Trust is registered as a Unit
Investment Trust, under the Investment Company Act of 1940, as amended. Such
registration does not imply that the Trusts or any of the Units have been
guaranteed, sponsored, recommended or approved by the United States or any State
or agency or officer thereof.
CENTRAL EQUITY TRUST
[LOGO]*
UTILITY SERIES
--------------------
PROSPECTUS
PART TWO
--------------------
Updated as of March 11, 1994
- ----------
* Refer to Appendix B for description of logo.
<PAGE> 67
APPENDIX A
DESCRIPTION OF LOGOS
UTILITY SERIES 21
One line containing four black squares, side by side, each square
containing within it a white symbol: the first, a light bulb symbolizing
electricity; the second, a flame symbolizing gas; the third, a droplet
symbolizing water; and the fourth, a telephone symbolizing a telephone.
UTILITY SERIES 22
One line containing four black squares, side by side, each square
containing within it a white symbol: the first, a light bulb symbolizing
electricity; the second, a flame symbolizing gas; the third, a droplet
symbolizing water; and the fourth, a telephone symbolizing a telephone.
UTILITY SERIES 23
One line containing four black squares, side by side, each square
containing within it a white symbol: the first, a light bulb symbolizing
electricity; the second, a flame symbolizing gas; the third, a droplet
symbolizing water; and the fourth, a telephone symbolizing a telephone.
<PAGE> 68
APPENDIX B
DESCRIPTION OF LOGO
One line containing four black squares, side by side, each square
containing within it a white symbol: the first, a light bulb symbolizing
electricity; the second, a flame symbolizing gas; the third, a droplet
symbolizing water; and the fourth, a telephone symbolizing a telephone.
<PAGE> 69
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
CONTENTS OF REGISTRATION STATEMENT
This Amendment to Registration Statement comprises the following papers and
documents:
The facing sheet.
The prospectus consisting of 59 pages.
The undertaking to file reports.
The signature.
Written consents of the following persons:
Arthur Andersen & Co.
United States Trust Company of New York (as Evaluator).
The following exhibits:
14. Opinion of counsel as to the Federal and New York income tax
status of the securities being registered.
15. Consent of Arthur Andersen & Co.
16. Consent of United States Trust Company of New York.
17. Written representation of counsel pursuant to the requirements
of Rule 485.
<PAGE> 70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Central Equity Trust, certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement or
Amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Maryland Heights, and
State of Missouri, on the 11th day of July, 1994.
CENTRAL EQUITY TRUST
By: UNISON INVESTMENT TRUSTS LTD.,
Depositor
By: Unison Capital Corp., Inc.,
General Partner
By: /S/ STEVEN NOVIK
Its: Vice President
<PAGE> 71
EXHIBIT INDEX
TO
FORM S-6 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- --------------------------------------------------------------
14. Opinion of counsel as to the Federal and New York income tax
status of the securities being registered
15. Consent of Arthur Andersen & Co.
16. Consent of United States Trust Company of New York
17. Written representation of counsel pursuant to the requirements
of Rule 485
<PAGE> 1
EXHIBIT 14
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. Irvine, California
Los Angeles, California Santa Monica, California
New York, New York Overland Park, Kansas
Phoenix, Arizona London, England
Kansas City, Missouri Riyadh, Saudi Arabia
Frankfurt Am Main, Germany
July 11, 1994
Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043
Edward D. Jones & Co.
201 Progress Parkway
Maryland Heights, Missouri 63043
United States Trust Company of New York
770 Broadway, 6th Floor
New York, New York 10003
Gentlemen:
This letter is issued in connection with the filing of Post-Effective
Amendment No. 3 to Form S-6 of the Registration Statement for Central Equity
Trust, Utility Series 4, 5 and 6, Post-Effective Amendment No. 2 to Form S-6 of
the Registration Statement for Central Equity Trust, Utility Series 14, 15 and
16, and Post-Effective Amendment No. 1 to Form S-6 of the Registration
Statement for Central Equity Trust, Utility Series 21, 22 and 23 and their
Prospectuses dated July 11, 1994.
As counsel for the Sponsor of the Central Equity Trust, Utility
Series 4, 5, 6, 14, 15, 16, 21, 22 and 23 (the "Trusts"), we have examined:
(i) the Trust Agreements dated December 14, 1990, February 8, 1991, March 21,
1991, January 16, 1992, February 13, 1992, April 2, 1992, December 9, 1992,
February 4, 1993 and April 8, 1993, respectively, between Unison Investment
Trusts Ltd. (the "Sponsor") and United States Trust Company of New York (the
"Trustee"), (ii) the Standard Terms and Conditions of Trust dated July 19, 1990
for Utility Series 4, 5 and 6, (iii) the Second Amended and Restated Standard
Terms and Conditions of Trust dated January 16, 1992 for Utility Series 14, 15
and 16 and (iv) the Third Amended and Restated Standard Terms and Conditions of
Trust dated October 14, 1992 for Utility Series 21, 22 and 23, all between the
Sponsor and the Trustee. These documents established the Trusts and created
units of beneficial ownership (the "Units") in the respective Trusts. The
Sponsor deposited certain publicly traded equity securities issued by electric,
gas, water and telephone public utility companies or confirmations of contracts
for the purchase of such securities into the respective Trusts. These
securities and the securities purchased pursuant to the contracts for
<PAGE> 2
Unison Investment Trusts Ltd.
July 11, 1994
Page 2
securities deposited into the respective Trusts are referred to as the
"Securities". In exchange therefor, the Sponsor received all of the Units of
each of the Trusts which it offered for sale to the public.
Based upon the foregoing and upon an examination of such other
documents and an investigation of such matters of law as we have deemed
necessary, and subject to the limitations and assumptions contained herein and
in the section of the Prospectus entitled "Federal Taxation", it is our opinion
that:
(1) Such discussion of tax consequences in the Prospectus is an
accurate description of certain federal income tax aspects of
an investment in a Unit.
(2) Each Trust is not an association taxable as a corporation for
federal income tax purposes.
(3) Each Unitholder of a Trust shall be considered the owner of a
pro rata portion of each of such Trust's assets for federal
income tax purposes under Subpart E, Subchapter J of Chapter 1
of the Internal Revenue Code of 1986, as amended (the "Code").
Each Unitholder of a Trust will be considered to have received
its pro rata share of income, deductions and credits derived
from the operation of such Trust.
(4) Each Unitholder will have a taxable event when a Trust
disposes of a Security in a taxable transaction (whether by
sale, liquidation, redemption or otherwise) or when the
Unitholder redeems or sells its Units in a taxable trans-
action. The cost of the Units to a Unitholder on the date
such Units are purchased is allocated among the Securities
held by such Trust (in accordance with the proportion of the
fair market values of such Securities) in order to determine
the Unitholder's tax basis in the Unitholder's pro rata
portion of each Security, and such tax basis will be subject
to certain adjustments discussed in the section of the
Prospectus entitled "Federal Taxation".
We are also of the opinion, based upon the facts recited above and our
review of relevant documents, that under applicable provisions of New York
State and New York City tax law:
(1) Each Trust is not an association taxable as a corporation.
(2) Income of a Trust will be treated as income of the Unitholders
of such Trust.
Our opinions are based on the Code, rules and regulations promulgated
thereunder, and interpretations thereof existing on this date, and New York
State and New York City tax law existing on this date, all of which are subject
to change at any time. Our opinions represent judgments concerning complex and
uncertain issues, and are not binding upon the Internal Revenue Service or any
other taxing authority. No assurance can be given that the tax treatment
described in the Prospectus (including the status of each Trust) will not be
<PAGE> 3
Unison Investment Trusts Ltd.
July 11, 1994
Page 3
challenged by the Internal Revenue Service or any other taxing authority, or
that any such challenge would not be successful.
We hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 3 to Form S-6 of the Registration Statement for Central
Equity Trust, Utility Series 4, 5 and 6, Post-Effective Amendment No. 2 to Form
S-6 of the Registration Statement for Central Equity Trust, Utility Series 14,
15 and 16 and Post-Effective Amendment No. 1 to Form S-6 of the Registration
Statement for Central Equity Trust, Utility Series 21, 22 and 23 and to the use
of our name and to the reference to our firm in said Amendment to the
Registration Statement and in the Prospectus.
Very truly yours,
/S/ BRYAN CAVE
BRYAN CAVE
<PAGE> 1
EXHIBIT 15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports,
and to all references to our Firm, included in or made a part of this
prospectus for Central Equity Trust, Utility Series 21, Central Equity Trust,
Utility Series 22 and Central Equity Trust, Utility Series 23.
/S/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
July 11, 1994
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EXHIBIT 16
UNITED STATES TRUST COMPANY 770 BROADWAY
OF NEW YORK NEW YORK, NY 10003-9598
U.S.TRUST
July 11, 1994
Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043
Re: Central Equity Trust, Utility Series 21
Central Equity Trust, Utility Series 22
Central Equity Trust, Utility Series 23
Dear Sir:
We hereby consent to the references in the post-effective amendment to the
Registration Statement including the Prospectus contained herein for the above-
captioned Trusts to United States Trust Company of New York as Evaluator, and
to the use of the evaluations of the securities prepared by us which are
referred to in such amendment to the Registration Statement.
You are authorized to file a copy of this letter with the Securities Exchange
Commission.
Sincerely,
By: /S/ LIONEL COTTINO
Lionel Cottino
Vice President
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EXHIBIT 17
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. Irvine, California
Los Angeles, California Santa Monica, California
New York, New York Overland Park, Kansas
Phoenix, Arizona London, England
Kansas City, Missouri Riyadh, Saudi Arabia
Frankfurt Am Main, Germany
July 11, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Central Equity Trust, Utility Series 21, Registration
No. 33-53902, Utility Series 22, Registration No. 33-
56944 and Utility Series 23, Registration No. 33-58658
Gentlemen and Ladies:
We have served as counsel for Unison Investment Trusts Ltd.,
Sponsor of Central Equity Trust, Utility Series 21, Utility Series 22 and
Utility Series 23, in connection with the preparation and review of this
Post-Effective Amendment to the Registration Statement on Form S-6 (the
"Registration Statement") relating to Utility Series 21, and, pursuant to Rule
429, also relating to Utility Series 22 and Utility Series 23.
Based on the foregoing, we represent that this Registration
Statement does not contain disclosures which would render it ineligible to
become effective pursuant to the provisions of paragraph (b) of Rule 485 under
the Securities Act of 1933, as amended.
We hereby consent to the filing of this representation as an
exhibit to this Post-Effective Amendment to the Registration Statement.
Very truly yours,
/S/ BRYAN CAVE
BRYAN CAVE
