Securities and Exchange Commission
Washington, D. C. 20549-1004
Post-Effective
Amendment No. 1
to
Form S-6
For Registration under the Securities Act of 1933 of
Securities of Unit Investment Trusts Registered on
Form N-8B-2
Van Kampen Merritt Equity Opportunity Trust, Series 6
(Exact Name of Trust)
Van Kampen American Capital Distributors, Inc.
(Exact Name of Depositor)
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(Complete address of Depositor's principal executive offices)
Van Kampen American Capital Distributors, Inc. Chapman and Cutler
Attn: Don G. Powell Attn: Mark J. Kneedy
One Parkview Plaza 111 West Monroe Street
Oakbrook Terrace, Illinois 60181 Chicago, Illinois 60603
(Name and complete address of agents for service)
( X ) Check if it is proposed that this filing will become effective
on March 27, 1995 pursuant to paragraph (b) of Rule 485.
Van Kampen American Capital
Van Kampen Merritt Equity Opportunity Trust, Series 6
Van Kampen Merritt Blue Chip Opportunity and Treasury Trust, Series 3
The Fund. Van Kampen Merritt Equity Opportunity Trust, Series 6 (the "
Fund") is comprised of one unit investment trust, Van Kampen Merritt Blue
Chip Opportunity and Treasury Trust, Series 3 (the "Blue Chip Opportunity
and Treasury Trust"or "Trust"). The Blue Chip Opportunity and
Treasury Trust offers investors the opportunity to purchase Units representing
proportionate interests in a fixed, diversified portfolio of the 30 actively
traded "blue chip"equity securities which currently are components of
the Dow Jones Industrial Average* plus "zero coupon"U.S. Treasury
obligations. Dow Jones & Company, Inc. has not participated in any way in the
creation of the Trust or in the selection of stocks included in the Trust and
has not approved any information herein relating thereto. Unless terminated
earlier, the Trust will terminate on February 15, 2007 and any securities then
held will, within a reasonable time thereafter, be liquidated or distributed
by the Trustee. Any Securities liquidated at termination will be sold at the
then current market value for such Securities; therefore, the amount
distributable in cash to a Unitholder upon termination may be more or less
than the amount such Unitholder paid for his Units.
Objectives of the Trust. The objectives of the Blue Chip Opportunity and
Treasury Trust are to provide the potential for capital appreciation and
income by investing in a portfolio of actively traded, New York Stock Exchange
listed equity securities which currently are components of the Dow Jones
Industrial Average* ("Equity Securities") and to protect Unitholders'
capital by investing a portion of its portfolio in "zero coupon"U.S.
Treasury obligations ("Treasury Obligations"). Collectively, the
Treasury Obligations and the Equity Securities are referred to herein as the
"Securities."See "Portfolio."Units are not designed so that
their prices will parallel or correlate with movements in the Dow Jones
Industrial Average, and it is expected that their prices will not parallel or
correlate with such movements. The Treasury Obligations in the Blue Chip
Opportunity and Treasury Trust evidence the right to receive a fixed payment
at a future date from the U.S. Government and are backed by the full faith and
credit of the U.S. Government. The guarantee of the U.S. Government does not
apply to the market value of the Treasury Obligations or the Units of the Blue
Chip Opportunity and Treasury Trust, whose net asset value will fluctuate and
may be worth more or less than a purchaser's acquisition cost. It is
anticipated that upon maturity the Treasury Obligations will represent an
amount of at least $10.00 per Unit. There is, of course, no guarantee that the
objectives of the Trust will be achieved. Units of the Trust are not insured
by the FDIC, are not deposits or other obligations of, or guaranteed by, any
depository institution or any government agency and are subject to investment
risk, including possible loss of the principal amount invested.
Public Offering Price. The Public Offering Price per Unit of the Trust is
equal to the aggregate underlying value of the Equity Securities plus the
aggregate offering price of the Treasury Obligations in the initial offering
and the aggregate bid price in the secondary market plus or minus cash, if
any, in the Capital and Income Accounts, divided by the number of Units
outstanding, plus a sales charge equal to 4.9% of the Public Offering Price
which is equivalent to 5.152% of the aggregate value of the Securities. During
the initial offering period, the sales charge is reduced on a graduated scale
for sales involving at least 5,000 Units. The minimum purchase is 500 Units
(100 Units for a tax-sheltered retirement plan). See "Public Offering."
THESE SECURITIES HAVE NOT 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
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
* The Dow Jones Industrial Average is the property of Dow Jones & Company,
Inc. Dow Jones & Company, Inc. has not granted to the Trust or the Sponsor a
license to use the Dow Jones Industrial Average.
Principal Protection. The Blue Chip Opportunity and Treasury Trust has been
organized so that purchasers of Units should receive, at the termination of
the Blue Chip Opportunity and Treasury Trust, an amount per Unit at least
equal to $10.00 (which is equal to the per Unit value upon maturity of the
Treasury Obligations), even if the Blue Chip Opportunity and Treasury Trust
never paid a dividend and the value of the Equity Securities were to decrease
to zero, which the Sponsor considers highly unlikely. This feature of the Blue
Chip Opportunity and Treasury Trust provides Unitholders who purchase Units at
the price of $10.00 or less per Unit with total principal protection,
including any sales charges paid, although they might forego any earnings on
the amount invested. To the extent that Units are purchased at a price less
than $10.00 per Unit, this feature may also provide a potential for capital
appreciation. The Treasury Obligations deposited in the Blue Chip Opportunity
and Treasury Trust will mature on February 15, 2007. The Treasury Obligations
have a maturity value equal to or greater than the aggregate Public Offering
Price (which includes the sales charge) of the Units of the Blue Chip
Opportunity and Treasury Trust on the Initial Date of Deposit; however, the
value of the Treasury Obligations may fluctuate before maturity due to
fluctuations in interest rates. The Equity Securities deposited in the Trust's
portfolio have no fixed maturity date and the value of these underlying Equity
Securities will fluctuate with changes in the values of stocks in general and
with changes in the conditions and performance of the specific Securities
owned by the Trust. See "Trust Portfolio."
Additional Deposits. The Sponsor may, from time to time, deposit additional
Securities in the Trust, provided it maintains the same percentage
relationship of the Treasury Obligations and Equity Securities and the same
relationship amongst the individual issues of the Equity Securities in the
Trust that existed immediately prior to any such subsequent deposit. See "
The Trust."
Dividend and Capital Gains Distributions. Distributions of dividends received,
and realized capital gains, if any, received by the Trust will be paid in cash
on the applicable Distribution Date to Unitholders of record on the record
date as set forth in the "Summary of Essential Financial Information."
Income with respect to the amortization of original issue discount on the
Treasury Obligations in the Blue Chip Opportunity and Treasury Trust will not
be distributed currently, although Unitholders will be subject to income tax
at ordinary income rates as if a distribution had occurred. Any distribution
of income and/or capital gains will be net of the expenses of the Trust. See
"Federal Taxation."Additionally, upon termination of the Trust, the
Trustee will distribute, upon surrender of Units for redemption, to each
Unitholder his pro rata share of the Trust's assets, less expenses, in the
manner set forth under "Rights of Unitholder--Distributions of Income and
Capital."
Secondary Market for Units. After the initial offering period, although not
obligated to do so, the Sponsor intends to, and certain of the other
Underwriters may, maintain a market for Units of the Trust and offer to
repurchase such Units at prices which are based on the aggregate underlying
value of Equity Securities in the Trust (generally determined by the last
available sale prices of listed Equity Securities on or immediately prior to
the Evaluation Time) plus the aggregate bid side evaluation of the Treasury
Obligations, plus or minus cash, if any, in the Capital and Income Accounts of
the Trust. If a secondary market is maintained during the initial offering
period, the prices at which Units will be repurchased will be based upon the
aggregate underlying value of the Equity Securities in the Trust plus the
aggregate offer side evaluation of the Treasury Obligations, plus or minus
cash, if any, in the Capital and Income Accounts of the Trust. If a secondary
market is not maintained, a Unitholder may redeem Units through redemption at
prices based upon the aggregate underlying value of the Equity Securities in
the Trust plus the aggregate bid price of the Treasury Obligations, plus or
minus a pro rata share of cash, if any, in the Capital and Income Accounts of
the Trust. See "Rights of Unitholders--Redemption of Units."
Termination. Commencing on the Mandatory Termination Date, Equity Securities
will begin to be sold in connection with the termination of the Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. Written notice of any termination of the Trust specifying
the time or times at which Unitholders may surrender their certificates for
cancellation shall be given by the Trustee to each Unitholder at his address
appearing on the registration books of the Trust maintained by the Trustee. At
least 30 days prior to the Mandatory Termination Date the Trustee will provide
written notice thereof to all Unitholders and will include with such notice a
form to enable Unitholders to elect a distribution of shares of Equity
Securities if such Unitholder owns at least 2,500 Units of the Trust, rather
than to receive payment in cash for such Unitholder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity Securities. All
Unitholders will receive cash in lieu of any fractional shares and cash
representing their pro rata portion of the Treasury Obligations. To be
effective, the election form, together with surrendered certificates, if
issued, and other documentation required by the Trustee, must be returned to
the Trustee at least five business days prior to the Mandatory Termination
Date. Unitholders not electing a distribution of shares of Equity Securities
will receive a cash distribution from the sale of the remaining Securities
within a reasonable time after the Trust is terminated. See "Trust
Administration--Amendment or Termination."
Reinvestment Option. Unitholders have the opportunity to have their
distributions reinvested into an open-end, management investment company as
described herein. See "Rights of Unitholders--Reinvestment Option."
Risk Factors. An investment in the Trust should be made with an understanding
of the risks associated therewith, including, among other factors, the
possible deterioration of either the financial condition of the issuers or the
general condition of the stock market, volatile interest rates or an economic
recession. See "Trust Portfolio--Risk Factors".
<TABLE>
VAN KAMPEN MERRITT EQUITY OPPORTUNITY TRUST, SERIES 6
(Blue Chip Opportunity and Treasury Trust)
Summary of Essential Financial Information
As of March 9, 1995
Sponsor: Van Kampen American Capital Distributors, Inc.
Supervisor: Van Kampen American Capital Investment Advisory Corp.
(A subsidiary of the Sponsor)
Evaluator: American Portfolio Evaluation Services
(A division of a subsidiary of the Sponsor)
Trustee: The Bank of New York
<CAPTION>
GENERAL INFORMATION
<S> <C>
Aggregate Maturity Value of Treasury Obligations Initially Deposited $ 1,000,000
Number of Units............................................................. 750,000
Fractional Undivided Interest in the Trust per Unit ........................ 1/ 750,000
Public Offering Price: .....................................................
Aggregate Value of Securities in Portfolio <F1>............................ $ 7,083,410.92
Aggregate Value of Securities per Unit (including accumulated dividends)... $ 9.46
Sales Charge 4.9% (5.152% of the Aggregate Value of Securities per Unit)... $ .48
Public Offering Price per Unit <F2><F3>.................................... $ 9.94
Redemption Price per Unit................................................... $ 9.46
Secondary Market Repurchase Price per Unit.................................. $ 9.46
Excess of Public Offering Price per Unit over Redemption Price per Unit..... $ .48
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee... Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee..... Maximum of $.0025 per Unit
Evaluation Time....................... 4:00 P.M. New York time
Initial Date of Deposit............... March 29, 1994
Mandatory Termination Date............ February 15, 2007
Trustee's Annual Fee.................. $.008 per Unit
Income Distribution Record Date....... Fifteenth day of March, June, September and December
Income Distribution Date.............. Last day of March, June, September and December
Capital Account Record Date........... Fifteenth day of December
Capital Account Distribution Date..... Last day of December
<FN>
<F1>Equity Securities listed on a national securities exchange are valued at the
last available sale price on or immediately prior to the Evaluation Time, or
if no such price exists, at the mean between the last available bid and offer
prices.
<F2>Anyone ordering Units will have included in the Public Offering Price a pro
rata share of any cash in the Income or Capital Accounts.
<F3>Effective on each April 6 commencing April 6, 1996, the secondary sales charge
will decrease by .3 of 1% to a minimum sales charge of 1.5%. See "Public
Offering--Offering Price."
</TABLE>
THE TRUST
Van Kampen Merritt Equity Opportunity Trust, Series 6 (the "Fund") is
comprised of one unit investment trust, Van Kampen Merritt Blue Chip
Opportunity and Treasury Trust, Series 3. The Fund was created under the laws
of the State of New York pursuant to a Trust Indenture and Agreement (the "
Trust Agreement"), among Van Kampen American Capital Distributors, Inc.,
as Sponsor, American Portfolio Evaluation Services, a division of Van Kampen
American Capital Investment Advisory Corp., as Evaluator, Van Kampen American
Capital Investment Advisory Corp., as Supervisor, and The Bank of New York, as
Trustee or their predecessors.
The Blue Chip Opportunity and Treasury Trust may be an appropriate medium for
investors who desire to participate in a portfolio of equity securities and
zero-coupon U.S. Treasury obligations with greater diversification with regard
to the industrial equity securities than they might be able to acquire
individually. Diversification of assets in the Trust will not eliminate the
risk of loss always inherent in the ownership of securities. For a breakdown
of the portfolio see "Trust Portfolio."
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio"herein, including delivery
statements relating to contracts for the purchase of certain such Securities
and an irrevocable letter of credit issued by a financial institution in the
amount required for such purchases. Thereafter, the Trustee, in exchange for
such Securities (and contracts) so deposited, delivered to the Sponsor
documentation evidencing the ownership of that number of Units of the Blue
Chip Opportunity and Treasury Trust indicated in "Summary of Essential
Financial Information."Unless otherwise terminated as provided in the
Trust Agreement, the Trust will terminate on the Mandatory Termination Date,
and Securities then held will within a reasonable time thereafter be
liquidated or distributed by the Trustee.
Additional Units of the Trust may be issued at any time by depositing in the
Trust additional Securities or contracts to purchase securities together with
irrevocable letters of credit or cash. As additional Units are issued by the
Trust as a result of the deposit of additional Securities by the Sponsor, the
aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased. The Sponsor may continue to make additional deposits of Securities
into the Trust following the Initial Date of Deposit, provided that such
additional deposits will be in amounts which will maintain the same percentage
relationship among the number of shares of each Equity Security in the Trust
and the same percentage relationship among the number of shares of Equity
Securities and the Treasury Obligations that existed immediately prior to any
such subsequent deposit. Such deposits of additional Securities will,
therefore, be done in such a manner that the maturity value of the Treasury
Obligations represented by each Unit should always be an amount at least equal
to $10.00. Thus, although additional Units will be issued, each Unit will
continue to represent approximately the same number of shares of each Equity
Security and the same pro rata share of the percentage amount of the Treasury
Obligations, and the percentage relationship among each Security in the Trust
will remain the same. The required percentage relationship among the
Securities will be adjusted to reflect the occurrence of a stock dividend, a
stock split or a similar event which affects the capital structure of the
issuer of a Security but which does not affect the Trust's percentage
ownership of the common stock equity of such issuer at the time of such event.
On a cost basis to the Blue Chip Opportunity and Treasury Trust, the original
percentage relationship on the Initial Date of Deposit was approximately
44.41% Treasury Obligations and approximately 55.59% Equity Securities. Since
the prices of the underlying Treasury Obligations and Equity Securities will
fluctuate daily, the ratio, on a market value basis, will also change daily.
The maturity value of the Treasury Obligations and the portion of Equity
Securities represented by each Unit will not change as a result of the deposit
of additional Securities in the Trust.
Each Unit of the Trust represents an undivided interest in the Trust. To the
extent that any Units are redeemed by the Trustee or additional Units are
issued as a result of additional Securities being deposited by the Sponsor,
the fractional undivided interest in the Trust represented by each unredeemed
Unit will increase or decrease accordingly, although the actual interest in
the Trust represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by Unitholders,
which may include the Sponsor or the Underwriters, or until the termination of
the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Blue Chip Opportunity and Treasury Trust are to protect
Unitholders' capital and provide investors with the potential for capital
appreciation and income. The portfolio is described under "Trust
Portfolio"and "Portfolio"herein. An investor will be subjected
to taxation on the dividend income received from the Trust and on gains from
the sale or liquidation of Securities (see "Federal Taxation").
Investors should be aware that there is not any guarantee that the objectives
of the Trust will be achieved because they are subject to the continuing
ability of the respective Security issuers to continue to declare and pay
dividends and because the market value of the Securities can be affected by a
variety of factors. Common stocks may be especially susceptible to general
stock market movements and to volatile increases and decreases of value as
market confidence in and perceptions of the issuers change. Investors should
be aware that there can be no assurance that the value of the underlying
Securities will increase or that the issuers of the Equity Securities will pay
dividends on outstanding common shares. The Trust, however, has been organized
so that investors would receive, at termination, an amount per Unit at least
equal to $10.00 (which is equal to the per Unit value upon maturity of the
Treasury Obligations), even if the Trust never paid a distribution and the
value of the Equity Securities were to decrease to zero, which the Sponsor
considers highly unlikely. Any distributions of income will generally depend
upon the declaration of dividends by the issuers of the Securities and the
declaration of any dividends depends upon several factors including the
financial condition of the issuers and general economic conditions.
In selecting Securities for the Blue Chip Opportunity and Treasury Trust, the
following factors, among others, were considered: (a) for the portion of the
Securities that are Equity Securities, the Sponsor selected those Equity
Securities that were components of the Dow Jones Industrial Average as of the
Initial Date of Deposit and the dollar value of the shares of such securities
with the intent to have approximately equal dollar amounts initially invested
in each such security, and (b) for the portion of the Securities that are
Treasury Obligations, the evidence of the right to receive a fixed payment at
a future date from the U.S. Government, backed by the full faith and credit of
the U.S. Government.
Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust as of the Initial Date of
Deposit. Subsequent to the Initial Date of Deposit, the Securities may no
longer be included in the Dow Jones Industrial Average. Should an Equity
Security no longer be included in the Dow Jones Industrial Average, such
Equity Security will not as a result thereof be removed from the portfolio of
the Trust. Investors should be aware that the Trust is not a "managed"
fund and as a result the adverse financial condition of a company will not
result in its elimination from the portfolio except under extraordinary
circumstances (see "Trust Administration--Portfolio Administration").
In addition, Securities will not be sold by the Trust to take advantage of
market fluctuations or changes in anticipated rates of appreciation.
Investors should note in particular that the Securities were selected by the
Sponsor as of the date the Securities were purchased by the Trust. The Trust
may continue to purchase or hold Securities originally selected through this
process even though the evaluation of the attractiveness of the Securities may
have changed and, if the evaluation were performed again at that time, the
Securities would not be selected for the Trust.
TRUST PORTFOLIO
The Blue Chip Opportunity and Treasury Trust consists of (a) 30 different
issues of Equity Securities, all of which are actively traded, blue-chip
securities issued by large, well established corporations and all of which,
taken together, were components of the Dow Jones Industrial Average as of the
Initial Date of Deposit, (b) Lehman Brothers whose shares were received as the
result of a spin-off from American Express Company and (c) zero-coupon U.S.
Treasury Obligations. Each issue of Equity Securities, as of the Initial Date
of Deposit, represented approximately the same dollar value of a portfolio
since the Sponsor utilized a dollar weighted average approach in acquiring
such Equity Securities. Dow Jones & Company, Inc., owner of the Dow Jones
Industrial Average, has not granted to the Fund or the Sponsor a license to
use the Dow Jones Industrial Average. Units are not designed so that their
prices will parallel or correlate with movements in the Dow Jones Industrial
Average, and it is expected that their prices will not parallel or correlate
with such movements. Dow Jones & Company, Inc. has not participated in any way
in the creation of the Trust or in the selection of stocks included in the
Trust and has not approved any information herein relating thereto.
The Dow Jones Industrial Average is composed of 30 common stocks chosen by the
editors of The Wall Street Journal, a publication of Dow Jones & Company, Inc.
The companies are major factors in their industries and their stocks are
widely held by individuals and institutional investors. Changes in the
components are made entirely by the editors of The Wall Street Journal without
consultation with the companies, the stock exchange or any official agency.
Dow Jones & Company, Inc. expressly reserves the right to change the
components of the Dow Jones Industrial Average at any time for any reason. Any
changes in the components of the Dow Jones Industrial Average after the
Initial Date of Deposit will not cause a change in the identity of the common
stocks included in the Trust, including any additional Equity Securities
deposited in the Trust.
Risk Factors. The Trust consists of different issues of Equity Securities, all
of which are listed on the New York Stock Exchange. An investment in Units
should be made with an understanding of the risks which an investment in
common stocks entails, including the risk that the financial condition of the
issuers of the Equity Securities or the general condition of the common stock
market may worsen and the value of the Equity Securities and therefore the
value of the Units may decline. Common stocks are especially susceptible to
general stock market movements and to volatile increases and decreases of
value as market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations
regarding government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or regional
political, economic or banking crises. Shareholders of common stocks have
rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the
type held by the Trust have a right to receive dividends only when and if, and
in the amounts, declared by the issuer's board of directors and have a right
to participate in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for. Common stocks
do not represent an obligation of the issuer and, therefore, do not offer any
assurance of income or provide the same degree of protection of capital as do
debt securities. The issuance of additional debt securities or preferred stock
will create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer to
declare or pay dividends on its common stock or the rights of holders of
common stock with respect to assets of the issuer upon liquidation or
bankruptcy. The value of common stocks is subject to market fluctuations for
as long as the common stocks remain outstanding, and thus the value of the
Equity Securities may be expected to fluctuate over the life of the Fund to
values higher or lower than those prevailing on the Initial Date of Deposit.
Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison
with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Cumulative preferred stock dividends must be
paid before common stock dividends and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of cumulative
preferred stock. Preferred stockholders are also generally entitled to rights
on liquidation which are senior to those of common stockholders.
The Treasury Obligations deposited in the Blue Chip Opportunity and Treasury
Trust consist of U.S. Treasury bonds which have been stripped of their
unmatured interest coupons. The Treasury Obligations evidence the right to
receive a fixed payment at a future date from the U.S. Government and are
backed by the full faith and credit of the U.S. Government. Treasury
Obligations are purchased at a deep discount because the buyer obtains only
the right to a fixed payment at a fixed date in the future and does not
receive any periodic interest payments. The effect of owning deep discount
bonds which do not make current interest payments (such as the Treasury
Obligations) is that a fixed yield is earned not only on the original
investment, but also, in effect, on all earnings during the life of the
discount obligation. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest the income on such obligations
at a rate as high as the implicit yield on the discount obligation, but at the
same time eliminates the holder's ability to reinvest at higher rates in the
future. For this reason, the Treasury Obligations are subject to substantially
greater price fluctuations during periods of changing interest rates than are
securities of comparable quality which make regular interest payments. The
effect of being able to acquire the Treasury Obligations at a lower price is
to permit more of the Trust's portfolio to be invested in Equity Securities.
General. The Trust consists of such of the Securities listed under "
Portfolio"as may continue to be held from time to time in the Trust and
any additional Securities acquired and held by the Trust pursuant to the
provisions of the Trust Agreement together with cash held in the Income and
Capital Accounts. Neither the Sponsor nor the Trustee shall be liable in any
way for any failure in any of the Securities. However, should any contract for
the purchase of any of the Securities initially deposited hereunder fail, the
Sponsor will, unless substantially all of the moneys held in the Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Trust Agreement, refund the cash and sales charge attributable to such
failed contract to all Unitholders on the next distribution date.
Because certain of the Equity Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that the Trust will retain for any length of time its
present size and composition. Although the portfolio is not managed, the
Sponsor may instruct the Trustee to sell Equity Securities under certain
limited circumstances. See "Trust Administration--Portfolio
Administration."Equity Securities, however, will not be sold by the Trust
to take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.
Unitholders will be unable to dispose of any of the Equity Securities as such,
and will not be able to vote the Equity Securities. As the holder of the
Equity Securities, the Trustee will have the right to vote all of the voting
stocks in the Trust and will vote such stocks in accordance with the
instructions of the Sponsor. Actions required to be taken with respect to the
Treasury Obligations will be in accordance with the instructions of the
Sponsor.
Underwriters may acquire the Equity Securities for the Sponsor. Underwriters
in their general securities business act as agent or principal in connection
with the purchase and sale of equity securities, including the Equity
Securities in the Trust, and may act as a market maker in certain of the
Equity Securities. Underwriters also from time to time may issue reports on
and make recommendations relating to equity securities, which may include the
Equity Securities. From time to time Underwriters may act as investment
bankers or an employee or affiliate may be a director of a company whose
shares are included among the Equity Securities; nonpublic information
concerning such a company would not be disclosed to the Underwriters or for
the benefit of the Trust under such circumstances.
FEDERAL TAXATION
The following is a general discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units. 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 (the "Code"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust is not an association taxable as a corporation for federal income
tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of the assets of the Trust under the Code; and the income of the Trust
will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from the Trust asset when such income is received by the Trust.
2. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, redemption, or payment at maturity) or
upon the sale or redemption of Units by such Unitholder. The price a
Unitholder pays for his Units, including sales charges, is allocated among his
pro rata portion of each Security held by the Trust (in proportion to the fair
market values thereof on the date the Unitholder purchases his Units) in order
to determine his initial cost for his pro rata portion of each Security held
by the Trust. The Treasury Obligations are treated as stripped bonds and may
be treated as bonds issued at an original issue discount as of the date a
Unitholder purchases his Units. Because the Treasury Obligations represent
interests in "stripped"U.S. Treasury bonds, a Unitholder's initial
cost for his pro rata portion of each Treasury Obligation held by the Trust
shall be treated as its "purchase price"by the Unitholder. Original
issue discount is effectively treated as interest for federal income tax
purposes and the amount of original issue discount in this case is generally
the difference between the bond's purchase price and its stated redemption
price at maturity. A Unitholder will be required to include in gross income
for each taxable year the sum of his daily portions of original issue discount
attributable to the Treasury Obligations held by the Trust as such original
issue discount accrues and will in general be subject to federal income tax
with respect to the total amount of such original issue discount that accrues
for such year even though the income is not distributed to the Unitholders
during such year to the extent it is not less than a "de minimis"
amount as determined under a Treasury Regulation issued on December 28, 1992
relating to stripped bonds. To the extent the amount of such discount is less
than the respective "de minimis"amount, such discount shall be
treated as zero. In general, original issue discount accrues daily under a
constant interest rate method which takes into account the semi- annual
compounding of accrued interest. In the case of the Treasury Obligations, this
method will generally result in an increasing amount of income to the
Unitholders each year. Unitholders should consult their tax advisers regarding
the federal income tax consequences and accretion of original issue discount
under the stripped bond rules. For federal income tax purposes, a Unitholder's
pro rata portion of dividends as defined by Section 316 of the Code paid with
respect to an Equity Security held by the Trust are taxable as ordinary income
to the extent of such corporation's current and accumulated "earnings and
profits". A Unitholder's pro rata portion of dividends paid on such Equity
Security which exceed such current and accumulated earnings and profits will
first reduce a Unitholder's tax basis in such Equity Security, and to the
extent that such dividends exceed a Unitholder's tax basis in such Equity
Security shall generally be treated as capital gain. In general, any such
capital gain will be short-term unless a Unitholder has held his Units for
more than one year.
3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain except in the case of a dealer or a financial
institution and, in general, will be long-term if the Unitholder has held his
Units for more than one year. A Unitholder's portion of loss, if any, upon the
sale or redemption of Units or the disposition of Securities held by the Trust
will generally be considered a capital loss except in the case of a dealer or
a financial institution and, in general, will be long-term if the Unitholder
has held his Units for more than one year. Unitholders should consult their
tax advisers regarding the recognition of such capital gains and losses for
federal income tax purposes.
4. The Code provides that "miscellaneous itemized deductions"are
allowable only to the extent that they exceed two percent of an individual
taxpayer's adjusted gross income. Miscellaneous itemized deductions subject to
this limitation under present law include a Unitholder's pro rata share of
expenses paid by the Trust, including fees of the Trustee, Supervisor and the
Evaluator.
Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the
extent such dividends are taxable as ordinary income, as discussed above) in
the same manner as if such corporation directly owned the Equity Securities
paying such dividends. However, a corporation owning Units should be aware
that Sections 246 and 246A of the Code impose additional limitations on the
eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code). Proposed regulations have been issued which address special rules that
must be considered in determining whether the 46 day holding requirement is
met. Moreover, the allowable percentage of the deduction will be reduced from
70% if a corporate Unitholder owns certain stock (or Units) the financing of
which is directly attributable to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would affect the
dividends received deduction have been introduced. Unitholders should consult
with their tax advisers with respect to the limitations on and possible
modifications to the dividends received deductions.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a Trust
or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. For taxpayers other than corporations, net
capital gains are subject to a maximum marginal stated tax rate of 28%.
However, it should be noted that legislative proposals are introduced from
time to time that affect tax rates and could affect relative differences at
which ordinary income and capital gains are taxed.
The Revenue Reconciliation Act of 1993 (the "Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate. Because some or all capital gains are taxed at a comparatively lower
rate under the Act, the Act includes a provision that would recharacterize
capital gains as ordinary income in the case of certain financial transactions
that are "conversion transactions"effective for transactions entered
into after April 30, 1993. Unitholders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of a Trust. As discussed in "Rights of Unitholders--Redemption
of Units", under certain circumstances a Unitholder tendering Units for
redemption may request an In Kind Distribution. A Unitholder may also under
certain circumstances request an In Kind Distribution upon the termination of
the Trust. See "Rights of Unitholders--Redemption of Units."Treasury
Obligations will not be distributed to a Unitholder as part of an In Kind
Distribution. The tax consequences relating to the sale of Treasury
Obligations are discussed above. As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust assets for
federal income tax purposes. The receipt of an In Kind Distribution would be
deemed an exchange of such Unitholder's pro rata portion of each of the shares
of stock and other assets held by the Trust in exchange for an undivided
interest in whole shares of stock plus, possibly, cash.
There are generally three different potential tax consequences which may occur
under an In Kind Distribution with respect to each Security owned by the
Trust. A "Security"for this purpose is a particular class of stock
issued by a particular corporation (and does not include the Treasury
Obligations). If the Unitholder receives only whole shares of a Security in
exchange for his or her pro rata portion in each share of such Security held
by the Trust, there is no taxable gain or loss recognized upon such deemed
exchange pursuant to Section 1036 of the Code. If the Unitholder receives
whole shares of a particular Security plus cash in lieu of a fractional share
of such Security, and if the fair market value of the Unitholder's pro rata
portion of the shares of such Security exceeds his tax basis in his pro rata
portion of such Security, taxable gain would be recognized in an amount not to
exceed the amount of such cash received, pursuant to Section 1031(b) of the
Code. No taxable loss would be recognized upon such an exchange pursuant to
Section 1031(c) of the Code, whether or not cash is received in lieu of a
fractional share. Under either of these circumstances, special rules will be
applied under Section 1031(d) of the Code to determine the Unitholder's tax
basis in the shares of such particular Security which he receives as part of
the In Kind Distribution. Finally, if a Unitholder's pro rata interest in a
Security does not equal a whole share, he may receive entirely cash in
exchange for his pro rata portion of a particular Security. In such case,
taxable gain or loss is measured by comparing the amount of cash received by
the Unitholder with his tax basis in such Security.
Because the Trust will own many Securities, a Unitholder who requests an In
Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or
loss) recognized under the rules described above by such Unitholder with
respect to each Security owned by the Trust. Unitholders who request an In
Kind Distribution are advised to consult their tax advisers in this regard.
General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions by the Trust
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons (accrual of original issue discount on the
Treasury Obligations may not be subject to taxation or withholding provided
certain requirements are met). Such persons should consult their tax advisers.
Unitholders will be notified annually of the amounts of original issue
discount and income dividends includable in the Unitholder's gross income and
amounts of Trust expenses which may be claimed as itemized deductions.
Dividend income, long-term capital gains and accrual of original issue
discount may also be subject to state and local taxes. Investors should
consult their tax advisers for specific information on the tax consequences of
particular types of distributions.
Unitholders desiring to purchase Units for tax-deferred plans and Eras should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
In the opinion of Tanner Propp & Farber, special counsel to the Trust for New
York tax matters, the Trust is not an association taxable as a corporation and
the income of the Trust will be treated as the income of the Unitholders under
the existing income tax laws of the State and City of New York.
TRUST OPERATING EXPENSES
Initial Costs. All costs and expenses incurred in creating and establishing
the Trust, including the cost of the initial preparation, printing and
execution of the Trust Agreement and the certificates, legal and accounting
expenses, advertising and selling expenses, expenses of the Trustee, initial
fees of an evaluator and other out-of-pocket expenses, including brokerage
fees incurred in acquiring Securities for the Trust, have been borne by the
Sponsor at no cost to the Trust.
Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trust. However, Van Kampen
American Capital Investment Advisory Corp., which is a wholly owned subsidiary
of the Sponsor, will receive an annual supervisory fee, payable in monthly
installments, which is not to exceed the amount set forth under "Summary
of Essential Financial Information", for providing portfolio supervisory
services for the Trust. Such fee (which is based on the number of Units
outstanding on January 1 of each year for which such compensation relates
except during the initial offering period in which event the calculation is
based on the number of Units outstanding at the end of the month of such
calculation) may exceed the actual costs of providing such supervisory
services for this Trust, but at no time will the total amount received for
portfolio supervisory services rendered to Series 1 and subsequent series of
Van Kampen Merritt Equity Opportunity Trust and its successors in any calendar
year exceed the aggregate cost to the Supervisor of supplying such services in
such year. In addition, the Evaluator, which is a division of Van Kampen
American Capital Investment Advisory Corp., shall receive the annual per Unit
evaluation fee, payable in monthly installments, set forth under "Summary
of Essential Financial Information"(which is based on the number of Units
outstanding on January 1 of each year for which such compensation relates
except during the initial offering period in which event the calculation is
based on the number of Units outstanding at the end of the month of such
calculation) for regularly evaluating the Trust portfolio. Both of the
foregoing fees may be increased without approval of the Unitholders by amounts
not exceeding proportionate increases under the category "All Services
Less Rent of Shelter"in the Consumer Price Index published by the United
States Department of Labor or, if such category is no longer published, in a
comparable category. The Sponsor and the Underwriters will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Securities as described under "Public
Offering--Sponsor and Underwriter Compensation".
Trustee's Fee. For its services the Trustee will receive the annual per Unit
fee from the Trust set forth under "Summary of Essential Financial
Information"(which amount is based on the number of Units outstanding on
January 1 of each year for which such compensation relates except during the
initial offering period in which event the calculation is based on the number
of Units outstanding at the end of the month of such calculation). The
Trustee's fees are payable in monthly installments on or before the fifteenth
day of each month from the Income Account to the extent funds are available
and then from the Capital Account. The Trustee benefits to the extent there
are funds for future distributions, payment of expenses and redemptions in the
Capital and Income Accounts since these Accounts are non-interest bearing and
the amounts earned by the Trustee are retained by the Trustee. Part of the
Trustee's compensation for its services to the Trust is expected to result
from the use of these funds. Such fees may be increased without approval of
the Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter"in the Consumer Price
Index published by the United States Department of Labor or, if such category
is no longer published, in a comparable category. For a discussion of the
services rendered by the Trustee pursuant to its obligations under the Trust
Agreement, see "Rights of Unitholders--Reports Provided"and "
Trust Administration."
Miscellaneous Expenses. The following additional charges are or may be
incurred by the Trust: (a) normal expenses (including the cost of mailing
reports to Unitholders) incurred in connection with the operation of the
Trust, (b) fees of the Trustee for extraordinary services, (c) expenses of the
Trustee (including legal and auditing expenses) and of counsel designated by
the Sponsor, (d) various governmental charges, (e) expenses and costs of any
action taken by the Trustee to protect the Trust and the rights and interests
of Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trust without negligence, bad
faith or wilful misconduct on its part and (g) expenditures incurred in
contacting Unitholders upon termination of the Trust.
The fees and expenses set forth herein are payable out of the Trust. When such
fees and expenses are paid by or owing to the Trustee, they are secured by a
lien on the Trust's portfolio. Since the Equity Securities are all common
stocks, and the income stream produced by dividend payments is unpredictable,
the Sponsor cannot provide any assurance that dividends will be sufficient to
meet any or all expenses of the Trust. If the balances in the Income and
Capital Accounts are insufficient to provide for amounts payable by the Trust,
the Trustee has the power to sell Equity Securities (but not Treasury
Obligations) to pay such amounts. These sales may result in capital gains or
losses to Unitholders. See "Federal Taxation."
PUBLIC OFFERING
General. Units are offered at the Public Offering Price (which is based on the
aggregate underlying value of the Equity Securities and during the initial
offering period is also based on the offering side evaluation of the Treasury
Obligations and in the secondary market on the bid side evaluation of the
Treasury Obligations and in each case includes a sales charge of 4.9% of the
Public Offering Price--which charge is equivalent to 5.152% of the aggregate
underlying value of the Securities). Such underlying value shall include the
proportionate share of any undistributed cash held in the Capital and Income
Accounts. The sales charge applicable to quantity purchases is, during the
initial offering period, reduced on a graduated basis to any person acquiring
5,000 or more Units as follows:
<TABLE>
<CAPTION>
Aggregate Number Dollar Amount of Sales
of Units Purchased Charge Reduction Per Unit
<S> <C>
5,000- 9,999 $0.03
10,000-24,999 $0.05
25,000-49,999 $0.10
50,000-99,999 $0.15
100,000 or more $0.20
</TABLE>
The sales charge reduction will primarily be the responsibility of the selling
Underwriter, broker, dealer or agent. This reduced sales charge structure will
apply on all purchases by the same person from any one Underwriter or dealer
of units of Van Kampen American Capital-sponsored unit investment trusts which
are being offered in the initial offering period (a) on any one day (the "
Initial Purchase Date") or (b) on any day subsequent to the Initial
Purchase Date if (1) the units purchased are of a unit investment trust
purchased on the Initial Purchase Date, and (2) the person purchasing the
units purchased a sufficient amount of units on the Initial Purchase Date to
qualify for a reduced sales charge on such date. To determine the applicable
sales charge for units purchased in accordance with (b) above, it is necessary
to accumulate all purchases made on the Initial Purchase Date and all
purchases made in accordance with (b) above. Units purchased in the name of
the spouse of a purchaser on in the name of a child of such purchaser under 21
years of age will be deemed for the purposes of calculating the applicable
sales charge to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for one or more trust estate or fiduciary accounts.
Employees of Van Kampen American Capital Distributors, Inc. and its
subsidiaries may purchase Units of the Trust at the current Public Offering
Price less the underwriting commission during the initial offering period, and
less the dealer's concession for secondary market transactions. Registered
representatives of selling Underwriters may purchase Units of the Trust at the
current Public Offering Price less the underwriting commission during the
initial offering period, and less the dealer's concession for secondary market
transactions. Registered representatives of selling brokers, dealers, or
agents may purchase Units of the Trust at the current Public Offering Price
less the dealer's concession during the initial offering period and for
secondary market transactions.
Offering Price. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information"in
accordance with fluctuations in the prices of the underlying Securities in the
Trust.
As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to 5.152% of such value and dividing the sum so obtained by the number
of Units outstanding. Such underlying value shall include the proportionate
share of any cash held in the Capital Account. This computation produced a
gross underwriting profit equal to 4.9% of the Public Offering Price. The
Evaluator will appraise or cause to be appraised daily the value of the
underlying Securities as of the Evaluation Time on days the New York Stock
Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received prior to the Evaluation Time on each such day. Orders
received by the Trustee, Sponsor or any Underwriter for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price. Effective on each
April 6 commencing April 6, 1996, such sales charge will be reduced by .3 of
1% to a minimum sales charge of 1.5%.
The value of the Equity Securities is determined on each business day by the
Evaluator based on the last available sale prices on or immediately prior to
the Evaluation Time on the day the valuation is made for Securities listed on
a national stock exchange or, if no such price exists, at the mean between
last available bid and offering prices on the day valuation is made. During
the initial offering period, the Treasury Obligations will be valued at their
net offering prices. If net offering prices are not available for the Treasury
Obligations, then such evaluations will be based on (1) offering prices for
comparable securities, (2) by determining the value of the Treasury
Obligations on the offer side of the market by appraisal or (3) by any
combination of the above. After the completion of the initial offering period,
the Treasury Obligations will be valued on the bid prices thereof.
The offering price of the Treasury Obligations may be expected to be greater
than the bid price of the Treasury Obligations by less than 2%. In offering
the Units to the public, neither the Sponsor, the Underwriters, nor any
broker-dealers are recommending any of the individual Securities in the Trust
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
Unit Distribution. During the initial offering period, Units will be
distributed to the public by the Sponsor, Underwriters, broker-dealers and
others (see "Underwriting") at the Public Offering Price. Upon the
completion of the initial offering period, Units repurchased in the secondary
market, if any, may be offered by this Prospectus at the secondary market
Public Offering Price in the manner described above.
The Sponsor has qualified the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period
of 3.20% per Unit. Brokers or dealers who are affiliated with companies who
have issued the Equity Securities in the Trust may participate by selling
Units and will be entitled to receive the Underwriters' discount referred to
under "Sponsor and Underwriter Compensation"below. Any quantity
discount provided to investors will be borne by the selling dealer or agent as
indicated under "General"above. For secondary market transactions,
such concession or agency commission will amount to 70% of the sales charge
applicable to the transaction.
Certain commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge (equal to the
agency commission referred to above) is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular agency
transactions are not permitted under such Act. In addition, state securities
laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 500 Units (100 Units for a
tax-sheltered retirement plan). The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units and to change the amount
of the concession or agency commission to dealers and others from time to
time. See "Underwriting."
Sponsor and Underwriter Compensation. The Underwriters, including the Sponsor,
will receive a gross sales commission equal to 4.9% of the Public Offering
Price of the Units (equivalent to 5.152% of the net amount invested), less any
reduced sales charge for quantity purchases (as described under "
General"above). The Sponsor will receive from the Underwriters the excess
of such gross sales commission over the Underwriters' discount. Underwriters
will be allowed a discount in connection with the distribution of Units of
3.70% per Unit on the Units underwritten during the initial offering period.
Any quantity discount provided to investors will be borne by the selling
Underwriter, dealer or agent as indicated under "General"above.
In addition, the Sponsor will realize a profit or will sustain a loss, as the
case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "
Underwriting"and "Portfolio."The Sponsor has not participated as
sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities in the Trust
portfolio. The Sponsor and the Underwriters may further realize additional
profit or loss during the initial offering period as a result of the possible
fluctuations in the market value of the Securities in the Trust after a date
of deposit, since all proceeds received from purchasers of Units (excluding
dealer concessions and agency commissions allowed, if any) will be retained by
the Underwriters (including the Sponsor). Underwriters, broker-dealers or
others (each "a distributor") who distribute 1,000,000 or more Units
during the initial offering period will receive additional compensation from
the Sponsor, after the close of the initial offering period, of $0.005 for
each Unit it distributes; or each distributor who distributes 2,000,000 or
more Units will receive additional compensation of $0.01 for each Unit it
distributes; or each distributor who distributes 3,000,000 or more Units will
receive additional compensation of $0.015 for each Unit it distributes; or
each distributor of 4,000,000 or more Units will receive additional
compensation of $0.02 for each Unit it distributes. However, if the Trust
exceeds 10,000,000 Units at the close of the initial offering period, in lieu
of the additional compensation referred to in the last clause of the preceding
sentence, each distributor of 4,000,000 or more Units will receive additional
compensation from the Sponsor of $0.025 for each Unit it distributes; or each
distributor who distributes 5,000,000 or more Units will receive additional
compensation of $0.035 for each Unit it distributes.
Cash, if any, made available to the Sponsor prior to the date of settlement
for the purchase of Units may be used in the Sponsor's business and may be
deemed to be a benefit to the Sponsor, subject to the limitations of the
Securities Exchange Act of 1934.
As stated under "Public Market"below, the Sponsor intends to, and
certain of the other Underwriters may, maintain a secondary market for Units
of the Trust. In so maintaining a market, the Sponsor and any such
Underwriters will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and the price at
which Units are resold (which price includes the applicable sales charge). In
addition, the Sponsor and any such Underwriters will also realize profits or
sustain losses resulting from a redemption of such repurchased Units at a
price above or below the purchase price for such Units, respectively.
Public Market. Although they are not obligated to do so, the Sponsor intends
to, and certain of the other Underwriters may, maintain a market for the Units
offered hereby and offer continuously to purchase Units at prices, subject to
change at any time, based upon the aggregate underlying value of the Equity
Securities in the Trust plus the aggregate bid price (offer price during the
initial offering period) of the Treasury Obligations. If the supply of Units
exceeds demand or if some other business reason warrants it, the Sponsor
and/or the Underwriters may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. In the event that a market is
not maintained for the Units and the Unitholder cannot find another purchaser,
a Unitholder desiring to dispose of his Units may be able to dispose of such
Units only by tendering them to the Trustee for redemption at the Redemption
Price. See "Rights of Unitholders-- Redemption of Units."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.
Tax-Sheltered Retirement Plans. Units of the Trust are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the individuals, Simplified Employee
Pension Plans for employees, qualified plans for self-employed individuals,
and qualified corporate pension and profit sharing plans for employees. The
purchase of Units of the Trust may be limited by the plans' provisions and
does not itself establish such plans. The minimum purchase in connection with
a tax- sheltered retirement plan is 100 Units.
RIGHTS OF UNITHOLDERS
Certificates. 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.
Ownership of Units of the Trust will be evidenced by certificates unless a
Unitholder or the Unitholder's registered broker-dealer makes a written
request to the Trustee that ownership be in book entry. Units are transferable
by making a written request to the Trustee and, in the case of Units evidenced
by a certificate, by presentation and surrender of such certificate to the
Trustee properly endorsed or accompanied by a written instrument or
instruments of transfer. A Unitholder must sign such written request, and such
certificate or transfer instrument, exactly as his name appears on the records
of the Trustee and on the face of any certificate representing the Units to be
transferred with the signature guaranteed by an officer of a commercial bank
or trust company, a member firm of either the New York, American, Midwest or
Pacific Stock Exchange, or in such other manner as may be acceptable to the
Trustee. In certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority. Certificates will be issued in denominations of one Unit or any
whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. Destroyed, stolen,
mutilated or lost certificates will be replaced upon delivery to the Trustee
of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
Distributions of Income and Capital. Any dividends received by the Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, return of principal, etc.) are credited to the Capital Account of
the Trust.
The Trustee will distribute any net income other than accreted interest
received with respect to any of the Securities in the Trust on or about the
Income Distribution Dates to Unitholders of record on the preceding Income
Record Dates. See "Summary of Essential Financial Information."
Proceeds received on the sale of any Securities in the Trust, to the extent
not used to meet redemptions of Units or pay expenses, will be distributed
annually on the Capital Account Distribution Date to Unitholders of record on
the preceding Capital Account Record Date. Income with respect to the original
issue discount on the Treasury Obligations will not be distributed currently,
although Unitholders in the Trust will be subject to federal income tax as if
a distribution had occurred. See "Federal Taxation."Proceeds received
from the disposition of any of the Securities after a record date and prior to
the following distribution date will be held in the Capital Account and not
distributed until the next distribution date applicable to such Capital
Account. 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 Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate from distribution to distribution. Persons who purchase
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 fifteenth day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account amounts necessary to pay the expenses of the Trust (as determined on
the basis set forth under "Trust Operating Expenses"). The Trustee
also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of
the Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw
from the Income and Capital Accounts such amounts as may be necessary to cover
redemptions of Units.
Reinvestment Option. Unitholders of the Trust may elect to have each
distribution of income, capital gains and/or capital on their Units
automatically reinvested in shares of any of the mutual funds listed under
"Trust Administration--Sponsor"which are registered in the
Unitholder's state of residence (other than B shares). Such mutual funds are
hereinafter collectively referred to as the "Reinvestment Funds".
Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen American
Capital Distributors, Inc. at One Parkview Plaza, Oakbrook Terrace, Illinois
60181. Texas residents who desire to reinvest may request that a broker-dealer
registered in Texas send the prospectus relating to the respective fund.
After becoming a participant in a reinvestment plan, each distribution of
income, capital gains and/or capital on the participant's Units will, on the
applicable distribution date, automatically be applied, as directed by such
person, as of such distribution date by the Trustee to purchase shares (or
fractions thereof) of the applicable Reinvestment Fund at a net asset value as
computed as of the close of trading on the New York Stock Exchange (which is
currently 4:00 P.M. New York time) on such date plus a sales charge of $1.00
per $100 of reinvestment, except if the participant selects the Van Kampen
Merritt Money Market Fund or the Van Kampen Merritt Tax Free Money Fund in
which case no sales charge applies. A minimum of one half of such sales charge
would be paid to Van Kampen American Capital Distributors, Inc. Confirmations
of all reinvestments by a Unitholder into a Reinvestment Fund will be mailed
to the Unitholder by such Reinvestment Fund.
A participant may at any time prior to five days preceding the next succeeding
distribution date, by so notifying the Trustee in writing, elect to terminate
his or her reinvestment plan and receive future distributions on his or her
Units in cash. There will be no charge or other penalty for such termination.
Each Reinvestment Fund, its sponsor and its investment adviser shall have the
right to terminate at any time the reinvestment plan relating to such fund.
Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution 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 of each Unit outstanding. For as long as the Sponsor deems it to be
in the best interest of the Unitholders, the accounts of the Trust shall be
audited, not less frequently than annually, by independent certified public
accountants, and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. 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: income received (including amortization of original
issue discount with respect to the Treasury Obligations), deductions for
applicable taxes and for fees and expenses of the Trust, 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 of each Unit outstanding on the
last business day of such calendar year; (I) as to the Capital Account: the
dates of disposition of any Securities (other than pursuant to In Kind
Distributions) and the net proceeds received therefrom, deductions for payment
of applicable taxes, fees and expenses of the Trust held for distribution to
Unitholders of record as of a date prior to the determination 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 of each
Unit 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 Redemption Price per Unit based
upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Income and
Capital Accounts, separately stated, expressed as total dollar amounts.
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust furnished to it by the Evaluator.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its corporate trust office at 101 Barclay Street,
20th Floor, New York, New York 10286 and, in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed (or by
providing satisfactory indemnity, as in connection with lost, stolen or
destroyed certificates) and by payment of applicable governmental charges, if
any. No redemption fee will be charged. 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 (unless the redeeming Unitholder elects an In Kind Distribution as
indicated below) an amount for each Unit equal to the Redemption Price per
Unit next computed after receipt by the Trustee of such tender of Units. The
"date of tender"is deemed to be the date on which 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 such Exchange is open for
trading and such Units will be deemed to have been tendered to the Trustee on
such day for redemption at the redemption price computed on that day.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions. The Securities to be sold will be selected by
the Trustee from those designated on a current list provided by the Supervisor
for this purpose. Units so redeemed shall be cancelled.
Unitholders tendering 2,500 Units or more for redemption may request from the
Trustee in lieu of a cash redemption a distribution in kind ("In Kind
Distributions") of an amount and value of Securities per Unit equal to the
Redemption Price per Unit as determined as of the evaluation next following
the tender. An In Kind Distribution on redemption of Units will be made by the
Trustee through the distribution of each of the Equity 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 Equity Securities comprising the
portfolio and cash from the Capital Account equal to the fractional shares and
the pro rata portion of the Treasury Obligations 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 redeemed in kind or sold, the size of the
Trust will be, and the diversity of the Trust may be, reduced. 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 an In Kind Distribution. See "Federal Taxation."
The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities in the Trust plus the bid price of the Treasury
Obligations, plus or minus cash, if any, in the Income and Capital Accounts
(while the Public Offering Price per Unit during the initial offering period
will be determined on the basis of the offering price of such Treasury
Obligations and the aggregate underlying value of the Equity Securities in the
Trust, plus or minus cash, if any, in the Income and Capital Accounts). On the
Initial Date of Deposit, the Public Offering Price per Unit (which includes
the sales charge) exceeded the values at which Units could have been redeemed
by the amounts shown under "Summary of Essential Financial
Information."While the Trustee has the power to determine the Redemption
Price per Unit when Units are tendered for redemption, such authority has been
delegated to the Evaluator which determines the price per Unit on a daily
basis. The Redemption Price per Unit is the pro rata share of each Unit in the
Trust determined on the basis of (i) the cash on hand in the Trust, (ii) the
value of the Securities in the Trust and (iii) dividends receivable on the
Equity Securities trading ex-dividend as of the date of computation, less (a)
amounts representing taxes or other governmental charges payable out of the
Trust and (b) the accrued expenses of the Trust. The Evaluator may determine
the value of the Equity Securities in the Trust in the following manner: the
evaluation will generally be based on the last available sale price on or
immediately prior to the Evaluation Time on the New York Stock Exchange
(unless the Evaluator deems the price inappropriate as a basis for evaluation)
or, if there is no such sale price on such Exchange, at the mean between the
last available bid and offer prices. See "Public Offering--Offering
Price"for a description of the method of evaluating the Treasury
Obligations.
As stated above, the Trustee may sell Securities to cover redemptions. When
Securities are sold, the size and diversity of the Trust will be reduced. Such
sales may be required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.
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 any period during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
an emergency exists, as a result of which disposal or evaluation of the
Securities in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.
TRUST ADMINISTRATION
Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the next
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units.
The offering price of any Units acquired by the Sponsor will be in accord with
the Public Offering Price described in the then currently effective prospectus
describing such Units. Any profit resulting from the resale of such Units will
belong to the Sponsor which likewise will bear any loss resulting from a lower
offering or redemption price subsequent to its acquisition of such Units.
Portfolio Administration. The portfolio of the Trust is not "managed"
by the Sponsor, Supervisor or the Trustee; their activities described herein
are governed solely by the provisions of the Trust Agreement. The Trust
Agreement provides that the Sponsor may (but need not) direct the Trustee to
dispose of an Equity Security in the event that an issuer defaults in the
payment of a dividend that has been declared, that any action or proceeding
has been instituted restraining the payment of dividends or there exists any
legal question or impediment affecting such Equity Security, that the issuer
of the Equity Security has breached a covenant which would affect the payments
of dividends, the credit standing of the issuer or otherwise impair the sound
investment character of the Equity Security, that the issuer has defaulted on
the payment on any other of its outstanding obligations, that the price of the
Equity Security has declined to such an extent or other such credit factors
exist so that in the opinion of the Sponsor, the retention of such Equity
Securities would be detrimental to the Trust. Treasury Obligations may be sold
by the Trustee only pursuant to the liquidation of a Trust or to meet
redemption requests. Except as stated under "The Trust--General"for
failed securities, the acquisition by the Fund of any securities other than
the Securities is prohibited. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other properties acquired
in exchange for Equity Securities such as those acquired in connection with a
merger or other transaction. Proceeds from the sale of Securities (or any
securities or other property received by the Fund in exchange for Equity
Securities) are credited to the Capital Account for distribution to
Unitholders or to meet redemptions.
As indicated under "Rights of Unitholders--Redemption of Units"above,
the Trustee may also sell Securities designated by the Supervisor, or if not
so directed, in its own discretion, for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses; provided, however,
that in the case of Securities sold to meet redemption requests, Treasury
Obligations may only be sold if the Blue Chip Opportunity and Treasury Trust
is assured of retaining a sufficient principal amount of Treasury Obligations
to provide funds upon maturity of the Trust at least equal to $10.00 per Unit.
Treasury Obligations may not be sold by the Trustee to meet expenses of the
Blue Chip Opportunity and Treasury Trust.
The Supervisor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares of
individual issues of Equity Securities. To the extent this is not practicable,
the composition and diversity of the Equity Securities may be altered. In
order to obtain the best price for the Trust, it may be necessary for the
Supervisor to specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold.
Amendment or Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor
and the Trustee), provided, however, that the Trust Agreement may not be
amended to increase the number of Units. The Trust Agreement may also be
amended in any respect by the Trustee and Sponsor, or any of the provisions
thereof may be waived, with the consent of the holders of 51% of the Units
then outstanding, provided that no such amendment or waiver will reduce the
interest in the Trust of any Unitholder without the consent of such Unitholder
or reduce the percentage of Units required to consent to any such amendment or
waiver without the consent of all Unitholders. The Trustee shall advise the
Unitholders of any amendment promptly after execution thereof.
A Trust may be liquidated at any time by consent of Unitholders representing
100% of the Units of the Blue Chip Opportunity and Treasury Trust then
outstanding. The Trust will be liquidated by the Trustee in the event that a
sufficient number of Units not yet sold are tendered for redemption by the
Underwriters, including the Sponsor, so that the net worth of the Trust would
be reduced to less than 40% of the value of the Securities at the time they
were deposited in the Trust. If the Trust is liquidated because of the
redemption of unsold Units by the Underwriters, the Sponsor will refund to
each purchaser of Units the entire sales charge paid by such purchaser. The
Trust 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 Financial
Information."
Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sales of the Equity
Securities. Written notice of any termination specifying the time or times at
which Unitholders may surrender their certificates for cancellation, if any
are then issued and outstanding, shall be given by the Trustee to each
Unitholder so holding a certificate at his address appearing on the
registration books of the Trust maintained by the Trustee. At least 30 days
before the Mandatory Termination Date the Trustee will provide written notice
thereof to all Unitholders and will include with such notice a form to enable
Unitholders owning 2,500 or more Units to request an In Kind Distribution
rather than payment in cash upon the termination of the related Trust. To be
effective, this request must be returned to the Trustee at least five business
days prior to the Mandatory Termination Date. On the Mandatory Termination
Date (or on the next business day thereafter if a holiday) the Trustee will
deliver each requesting Unitholder's pro rata number of whole shares of each
of the Equity Securities in the portfolio to the account of the broker-dealer
or bank designated by the Unitholder at Depository Trust Company. The value of
the Unitholder's fractional shares of the Equity Securities and the pro rata
portion of the Treasury Obligations will be paid in cash. Unitholders with
less than 2,500 Units and those not requesting an In Kind Distribution will
receive a cash distribution from the sale of the remaining Securities within a
reasonable time following the Mandatory Termination Date. Regardless of the
distribution involved, the Trustee will deduct from the funds of the Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of
liquidation and any amounts required as a reserve to provide for payment of
any applicable taxes or other governmental charges. Any sale of Equity
Securities in the Trust upon termination may result in a lower amount than
might otherwise be realized if such sale were not required at such time. The
Trustee will then distribute to each Unitholder his pro rata share of the
balance of the Income and Capital Accounts.
The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of Van Kampen American Capital Equity Opportunity
Trust on the Mandatory Termination Date for the Trust. If the Sponsor is in
fact offering such units for sale, Unitholders of the Trust will be given an
opportunity to purchase such units at a public offering price which includes a
special reduced sales charge. There is, however, no assurance that units of
any new series of Van Kampen American Capital Equity Opportunity Trust will
be offered for sale at that time, or if offered, that there will be sufficient
units available for sale to meet the requests of any or all Unitholders.
Within 60 days of the final distribution Unitholders will be furnished 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 will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in
the same manner.
Limitations on Liabilities. The Sponsor, the Evaluator, the Supervisor 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 Trust
Agreement, or for errors in judgment, 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 Trust Agreement, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Trust 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 Trust Agreement or upon or in respect of the
Trust which the Trustee may be required to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee. The Trustee, Sponsor,
Supervisor and Unitholders may rely on any evaluation furnished by the
Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Trust Agreement shall be made in
good faith upon the basis of the best information available to it, provided,
however, that the Evaluator shall be under no liability to the Trustee,
Sponsor or Unitholders for errors in judgment. This provision shall not
protect the Evaluator in any case of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
Sponsor. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. Van Kampen American Capital
Distributors, Inc. is primarily owned by Clayton, Dubilier & Rice, Inc., a New
York-based private investment firm. Van Kampen American Capital Distributors,
Inc. management owns a significant minority equity position. Effective
December 20, 1994, the parent of Van Kampen Merritt Inc. acquired American
Capital Management & Research, Inc. As a result, Van Kampen Merritt Inc., has
changed its name to Van Kampen American Capital Distributors, Inc. Van Kampen
American Capital Distributors, Inc. specializes in the underwriting and
distribution of unit investment trusts and mutual funds. The Sponsor is a
member of the National Association of Securities Dealers, Inc. and has offices
at One Parkview Plaza, Oakbrook Terrace, Illinois 60181, (708) 684-6000 and
2800 Post Oak Boulevard, Houston, Texas, 77056, (713) 993-0500. It maintains a
branch office in Philadelphia and has regional representatives in Atlanta,
Dallas, Los Angeles, New York, San Francisco, Seattle and Tampa. As of
December 31, 1994 the total stockholders' equity of Van Kampen Merritt Inc.
was $117,357 (audited). (This paragraph relates only to the Sponsor and not to
the Van Kampen Merritt Equity Opportunity Trust (or its successors) or to any
series thereof or to any other Underwriter. The information is included herein
only for the purpose of informing investors as to the financial responsibility
of the Sponsor and its ability to carry out its contractual obligations. More
detailed financial information will be made available by the Sponsor upon
request.)
As of December 31, 1994, the Sponsor and its affiliates managed or supervised
approximately $33.7 billion of investment products, of which over $22.8
billion is invested in municipal securities. The Sponsor and its affiliates
managed $21.8 billion of assets, consisting of $7.3 billion for 20 open end
mutual funds, $8.3 billion for 34 closed-end funds and $5.2 billion for 75
institutional accounts. The Sponsor has also deposited approximately $26
billion of unit investment trusts. Based on cumulative assets deposited, the
Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust(R)or the IM-IT(R)trust. The Sponsor also provides
surveillance and evaluation services at cost for approximately $13 billion of
unit investment trust assets outstanding. Since 1976, the Sponsor has serviced
over one million retail investor accounts, opened through retail distribution
firms. Van Kampen American Capital Distributors, Inc. is the sponsor of the
various series of the trusts listed below and the distributor of the mutual
funds and closed-end funds listed below. Unitholders may only invest in the
trusts, mutual funds and closed-end funds which are registered for sale in the
state of residence of such Unitholder. In order for a Unitholder to invest in
the trusts, mutual funds and closed-end funds listed below, such Unitholder
must obtain a prospectus relating to the trust or fund involved. A prospectus
is the only means by which an offer can be delivered to investors.
<TABLE>
Name of Trust
Trust Investment Objective
<CAPTION>
<S> <C>
Insured Municipals Income Trust..................................... Tax-exempt income by investing in insured municipal securities
Double tax-exemption for California residents by investing in
California Insured Municipals Income Trust.......................... insured California municipal securities
Double and in certain cases triple tax-exemption for New York
residents by investing in insured New York municipal
New York Insured Municipals Income Trust............................ securities
Double and in certain cases triple tax-exemption for
Pennsylvania residents by investing in insured Pennsylvania
Pennsylvania Insured Municipals Income Trust........................ municipal securities
Insured Municipals Income Trust, Insured Multi-Series
(Premium Bond Series, National, Limited Maturity, Intermediate,
Short Intermediate, Discount, Alabama, Arizona, Arkansas,
California, California Intermediate, California Intermediate
Laddered Maturity, California Premium, Colorado, Connecticut,
Florida, Florida Intermediate, Florida Intermediate Laddered
Maturity, Georgia, Louisiana, Massachusetts, Massachusetts
Premium, Michigan, Michigan Intermediate, Michigan
Intermediate Laddered Maturity, Michigan Premium, Minnesota,
Missouri, Missouri Intermediate Laddered Maturity, Missouri
Premium, New Jersey, New Jersey Intermediate Laddered
Maturity, New Mexico, New York, New York Intermediate, New Tax-exempt income by investing in insured municipal
York Intermediate Laddered Maturity, New York Limited securities; all issuers of bonds in a state trust are located
Maturity, Ohio, Ohio Intermediate, Ohio Intermediate Laddered in such state or in territories or possessions of the United
Maturity, Ohio Premium, Oklahoma, Pennsylvania, Pennsylvania States-- providing exemptions from all state income tax for
Intermediate, Pennsylvania Intermediate Laddered Maturity, residents of such state (except for the Oklahoma IM-IT Trust
Pennsylvania Premium, Tennessee, Texas, Texas Intermediate where a portion of the income of the Trust may be subject to
Laddered Maturity, Washington, West Virginia)...................... the Oklahoma state income tax)
Insured Tax Free Bond Trust......................................... Tax-exempt income by investing in insured municipal securities
Tax-exempt income by investing in insured municipal
securities; all issuers of bonds in a state trust are located
Insured Tax Free Bond Trust, Insured Multi-Series in such state--providing exemptions from state income tax for
(National Limited Maturity, New York).............................. residents of such state
Investors' Quality Tax-Exempt Trust................................. Tax-exempt income by investing in municipal securities
Investors' Quality Tax-Exempt Trust, Multi-Series
(National, National AMT, Intermediate, Alabama, Arizona,
Arkansas, California, Colorado, Connecticut, Delaware, Tax-exempt income by investing in municipal securities; all
Florida, Georgia, Hawaii, Kansas, Kentucky, Maine, Maryland, issuers of bonds in a state trust are located in such state
Massachusetts, Michigan, Minnesota, Missouri, Nebraska, or in territories or possessions of the United
New Jersey, New York, North Carolina, Ohio, Oregon, States--providing exemptions from state income tax for
Pennsylvania, South Carolina, Virginia)............................ residents of such state
Tax-exempt income for investors not subject to the
alternative minimum tax by investing in municipal securities,
some or all of which are subject to the Federal alternative
Investors' Quality Municipals Trust, AMT Series......................minimum tax
Investors' Corporate Income Trust....................................Taxable income by investing in corporate bonds
Taxable income by investing in government-backed GNMA
Investors' Governmental Securities--Income Trust.................... securities
High current income through an investment in a diversified
portfolio of foreign currency denominated corporate debt
Van Kampen Merritt International Bond Income Trust...................obligations
High current income consistent with preservation of capital
through a diversified investment in a fixed portfolio of
insured, long-term or intermediate-term corporate debt
Van Kampen Merritt Insured Income Trust..............................securities
High current income consistent with preservation of capital
through a diversified investment in a fixed portfolio of
insured, long-term or intermediate-term corporate debt
Van Kampen American Capital Insured Income Trust.....................securities
High dividend income and capital appreciation by investing in
Van Kampen Merritt Utility Income Trust..............................common stock of electric utilities
Provide the potential for capital appreciation and income by
investing in a portfolio of actively traded, New York Stock
Exchange listed equity securities which are components of the
Van Kampen Merritt Select Equity Trust...............................Dow Jones Industrial Average*
Protect Unitholders' capital and provide the potential for
capital appreciation and income by investing a portion of its
portfolio in "zero coupon"U.S. Treasury obligations
and the remainder of the trust's portfolio in the identical
Van Kampen Merritt Select Equity and Treasury Trust..................equity securities which comprise the Select Equity Trust
Provide the potential for capital appreciation and income by
investing in a portfolio of actively traded, New York Stock
Exchange listed equity securities which are components of the
Van Kampen Merritt Blue Chip Opportunity Trust.......................Dow Jones Industrial Average*
Protect Unitholders' capital and provide the potential for
capital appreciation and income by investing a portion of its
portfolio in "zero coupon"U.S. Treasury obligations
and the remainder of the trust's portfolio in actively
traded, New York Stock Exchange listed equity securities
Van Kampen Merritt Blue Chip Opportunity and which at the time of the creation of the trust were
Treasury Trust......................................................components of the Dow Jones Industrial Average*
High current income consistent with preservation of capital
through a diversified investment in a fixed portfolio
primarily consisting of Brady Bonds of emerging market
countries that have restructured sovereign debt pursuant to
Van Kampen Merritt Emerging Markets Income Trust.....................the framework of the Brady Plan
Provide the potential for capital appreciation and income
consistent with the preservation of invested capital, by
investing in a portfolio of equity securities which provide
Van Kampen Merritt Global Telecommunications Trust...................equipment for or services to the telecommunications industry
Provide the potential for capital appreciation and income
consistent with the preservation of invested capital, by
investing in a portfolio of equity securities diversified
Van Kampen Merritt Global Energy Trust...............................within the energy industry
Provide an above average total return through a combination
of potential capital appreciation and dividend income,
consistent with preservation of invested capital, by
investing in a portfolio of common stocks of the ten
Strategic Ten Trust companies in a recognized stock exchange index having the
(United States, United Kingdom, and Hong Kong Portfolios)...........highest dividend yields
Provide the potential for capital appreciation and income
consistent with the preservation of invested capital, by
investing in a portfolio of equity securities diversified
Van Kampen Merritt Brand Name Equity Trust...........................within the non-durable consumer products industry
</TABLE>
*The Dow Jones Industrial Average is the property of Dow Jones & Company, Inc.
Dow Jones & Company, Inc. has not granted to the Trust or the Sponsor a
license to use the Dow Jones Industrial Average.
<TABLE>
Name of Mutual Fund
Fund Investment Objective
<CAPTION>
<S> <C>
Van Kampen Merritt U.S. Government Fund....................High current income by investing in U.S. Government securities
High current income exempt from Federal income taxes by investing in
Van Kampen Merritt Insured Tax Free Income Fund............insured municipal securities
High level of current income exempt from Federal income tax, consistent
Van Kampen Merritt Municipal Income Fund...................with preservation of capital
High current income exempt from Federal income taxes by investing in
Van Kampen Merritt Tax Free High Income Fund...............medium and lower grade municipal securities
High current income exempt from Federal and California income taxes by
Van Kampen Merritt California Insured Tax Free Fund........investing in insured California municipal securities
Provide a high level of current income by investing in medium and lower
grade domestic and foreign government and corporate debt securities.
Van Kampen Merritt High Yield Fund.........................The Fund will seek capital appreciation as a secondary objective
Long-term growth of both capital and dividend income by investing in
Van Kampen Merritt Growth and Income Fund..................dividend paying common stocks
High current income exempt from Federal and Pennsylvania state and
local income taxes by investing in medium and lower grade Pennsylvania
Van Kampen Merritt Pennsylvania Tax Free Income Fund.......municipal securities
High current income by investing in a broad range of money market
Van Kampen Merritt Money Market Fund.......................instruments that will mature within twelve months
High current income exempt from Federal income taxes by investing in a
broad range of municipal securities that will mature within twelve
Van Kampen Merritt Tax Free Money Fund.....................months
High current income by investing in a global portfolio of high quality
debt securities denominated in various currencies having remaining
Van Kampen Merritt Short-Term Global Income Fund...........maturities of not more than three years
High level of current income with a relatively stable net asset value
Van Kampen Merritt Adjustable Rate U.S. Government Fund....investing in U.S. Government securities
High level of current income exempt from Federal income tax, consistent
Van Kampen Merritt Limited Term Municipal Income Fund......with preservation of capital
Provide capital appreciation and current income by investing in a
diversified portfolio of common stocks and income securities issued by
Van Kampen Merritt Utility Fund............................companies engaged in the utilities industry
Provide shareholders with high current income. The Fund will seek
Van Kampen Merritt Strategic Income Fund...................capital appreciation as a secondary objective
High level of current income exempt from Federal income tax and Florida
intangible personal property taxes consistent with preservation of
Van Kampen Merritt Florida Insured Tax Free Income Fund....capital
High level of current income exempt from Federal income tax and New
Van Kampen Merritt New Jersey Tax Free Income Fund.........Jersey gross income tax consistent with preservation of capital
High level of current income exempt from Federal as well as New York
State and New York City income taxes, consistent with preservation of
Van Kampen Merritt New York Tax Free Income Fund...........capital
To provide shareholders current income while also seeking to provide
Van Kampen Merritt Balanced Fund...........................capital growth
</TABLE>
<TABLE>
Name of Closed-end Fund
Fund Investment Objective
<CAPTION>
<S> <C>
High current income exempt from Federal income taxes with safety of
principal by investing in a diversified portfolio of investment grade
Van Kampen Merritt Municipal Income Trust...................municipal securities
High current income exempt from Federal and California income taxes
with safety of principal by investing in a diversified portfolio of
Van Kampen Merritt California Municipal Trust...............investment grade California municipal securities
High current income while seeking to preserve shareholders' capital by
investing in a diversified portfolio of high yield fixed income
Van Kampen Merritt Intermediate Term High Income Trust......securities
High current income while seeking to preserve shareholders' capital by
investing in a diversified portfolio of high yield fixed income
Van Kampen Merritt Limited Term High Income Trust...........securities
High current income, consistent with preservation of capital by
Van Kampen Merritt Prime Rate Income Trust..................investing in interests in floating or variable rate senior loans
High current income exempt from Federal income tax, consistent with
Van Kampen Merritt Investment Grade Municipal Trust.........preservation of capital
High level of current income exempt from Federal income tax,
Van Kampen Merritt Municipal Trust..........................consistent with preservation of capital
High current income exempt from Federal and California income taxes
with safety of principal by investing in a diversified portfolio of
Van Kampen Merritt California Quality Municipal Trust.......investment grade California municipal securities
High current income exempt from Federal income taxes and Florida
intangible personal property taxes with safety of principal by
investing in a diversified portfolio of investment grade Florida
Van Kampen Merritt Florida Quality Municipal Trust..........municipal securities
High current income exempt from Federal as well as New York State and
New York City income taxes with safety of principal by investing in a
Van Kampen Merritt New York Quality Municipal Trust.........diversified portfolio of investment grade New York municipal securities
High current income exempt from Federal and Ohio income taxes with
safety of principal by investing in a diversified portfolio of
Van Kampen Merritt Ohio Quality Municipal Trust.............investment grade Ohio municipal securities
High current income exempt from Federal and Pennsylvania income taxes
with safety of principal by investing in a diversified portfolio of
Van Kampen Merritt Pennsylvania Quality Municipal Trust.....investment grade Pennsylvania municipal securities
High level of current income exempt from Federal income tax,
Van Kampen Merritt Trust for Investment Grade Municipals....consistent with preservation of capital
High level of current income exempt from Federal income tax,
consistent with preservation of capital by investing in a diversified
portfolio of municipal securities which are covered by insurance with
Van Kampen Merritt Trust for Insured Municipals.............respect to timely payment of principal and interest
High level of current income exempt from Federal and California income
Van Kampen Merritt Trust for Investment Grade CA taxes, consistent with preservation of capital by investing in a
Municipals.................................................diversified portfolio of California municipal securities
High level of current income exempt from Federal income taxes,
consistent with preservation of capital. The Fund also seeks to offer
Van Kampen Merritt Trust for Investment Grade FL its Shareholders the opportunity to own securities exempt from Florida
Municipals.................................................intangible personal property taxes
Van Kampen Merritt Trust for Investment Grade NJ
Municipals High level of current income exempt from Federal income taxes and New
..........................................................Jersey gross income taxes, consistent with preservation of capital
High level of current income exempt from Federal as well as from New
Van Kampen Merritt Trust for Investment Grade NY York State and New York City income taxes, consistent with
Municipals.................................................preservation of capital
High level of current income exempt from Federal and Pennsylvania
Van Kampen Merritt Trust for Investment Grade PA income taxes and, where possible under local law, local income and
Municipals.................................................property taxes, consistent with preservation of capital
High level of current income exempt from Federal income tax,
consistent with preservation of capital by investing in a diversified
Van Kampen Merritt Municipal Opportunity Trust..............portfolio of municipal securities
High level of current income exempt from Federal income tax,
consistent with preservation of capital by investing in a diversified
Van Kampen Merritt Advantage Municipal Income Trust.........portfolio of municipal securities
High level of current income exempt from Federal and Pennsylvania
Van Kampen Merritt Advantage Pennsylvania Municipal income taxes and, where possible under local law, local income and
Income Trust...............................................property taxes, consistent with preservation of capital
Provide common shareholders with a high level of current income exempt
Van Kampen Merritt Strategic Sector Municipal Trust.........from Federal income taxes, consistent with preservation of capital
High level of current income exempt from Federal income taxes,
Van Kampen Merritt Value Municipal Income Trust.............consistent with preservation of capital
Van Kampen Merritt California Value Municipal High level of current income exempt from Federal and California income
Income Trust...............................................taxes, consistent with preservation of capital
High level of current income exempt from Federal income taxes and
Van Kampen Merritt Massachusetts Value Municipal Massachusetts personal income taxes, consistent with preservation of
Income Trust..............................................capital
Van Kampen Merritt New Jersey Value Municipal High level of current income exempt from Federal income taxes and New
Income Trust...............................................Jersey gross income tax, consistent with preservation of capital
High level of current income exempt from Federal as well as New York
Van Kampen Merritt New York Value Municipal State and New York City income taxes, consistent with preservation of
Income Trust...............................................capital
Van Kampen Merritt Ohio Value Municipal Income High level of current income exempt from Federal and Ohio income
Trust......................................................taxes, consistent with preservation of capital
Van Kampen Merritt Pennsylvania Value Municipal High level of current income exempt from Federal and Pennsylvania
Income Trust..............................................income taxes, consistent with preservation of capital
High level of current income exempt from Federal income tax,
Van Kampen Merritt Municipal Opportunity Trust II...........consistent with preservation of capital
High level of current income exempt from Federal income tax,
consistent with preservation of capital. The Fund seeks to offer its
common shareholders the opportunity to own securities exempt from
Van Kampen Merritt Florida Municipal Opportunity Trust .....Florida intangible personal property taxes
Provide common shareholders with a high level of current income exempt
Van Kampen Merritt Advantage Municipal Income Trust II......from Federal income tax, consistent with preservation of capital
To provide common shareholders with a high level of current income
Van Kampen Merritt Select Sector Municipal Trust............exempt from Federal income tax, consistent with preservation of capital
</TABLE>
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its
affairs are taken over by public authorities, then the Trustee may (i) appoint
a successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trust as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its offices at 101 Barclay
Street, New York, New York 10286 (800) 221-7668. The Bank of New York is
subject to supervision and examination by the Superintendent of Banks of the
State of New York and the Board of Governors of the Federal Reserve System,
and its deposits are insured by the Federal Deposit Insurance Corporation to
the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolio.
In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may
from time to time be required under any applicable state or federal statute,
rule or regulation (see "Rights of Unitholders--Reports Provided").
The Trustee is required to keep a certified copy or duplicate original of the
Trust Agreement on file in its office available for inspection at all
reasonable times during the usual business hours by any Unitholder, together
with a current list of the Securities held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of its responsibilities created by the Trust 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 when such 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. The Sponsor may remove the Trustee and appoint a
successor trustee as provided in the Trust Agreement at any time with or
without cause. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsor. Upon execution of a written acceptance of such
appointment by such successor trustee, all the rights, powers, duties and
obligations of the original trustee shall vest in the successor. The
resignation or removal of a Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation 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.
OTHER MATTERS
Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Tanner Propp & Farber has acted as counsel for the
Trustee.
Independent Certified Public Accounts. The statement of condition and the
related securities portfolio at the included in this Prospectus have been
audited by Grant Thornton LLP, independent certified public accountants, as
set forth in their report in this Prospectus, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of Van Kampen Merritt Equity Opportunity Trust, Series 6
(Blue Chip Opportunity and Treasury Trust):
We have audited the accompanying statement of condition (including the
analysis of net assets) and the related portfolio of Van Kampen Merritt Equity
Opportunity Trust, Series 6 (Blue Chip Opportunity and Treasury Trust, Series
3) as of December 31, 1994, and the related statements of operations and
changes in net assets for the period from March 29, 1994 (initial date of
deposit) through December 31, 1994. These statements are the responsibility of
the Trustee and the Sponsor. Our responsibility is to express an opinion on
such financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned at December 31, 1994 by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Trustee and
the Sponsor, as well as evaluating the overall financial statement
presentation. We believe 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 Van Kampen Merritt Equity
Opportunity Trust, Series 6 (Blue Chip Opportunity and Treasury Trust, Series
3) as of December 31, 1994, and the results of operations and changes in net
assets for the period from March 29, 1994 (initial date of deposit) through
December 31, 1994 in conformity with generally accepted accounting principles.
Chicago, Illinois
March 10, 1995
GRANT THORNTON LLP
VAN KAMPEN MERRITT EQUITY OPPORTUNITY TRUST
SERIES 6
Statement of Condition
As of December 31, 1994
<TABLE>
<CAPTION>
Blue Chip
Opportunity
and
Treasury
Trust
<S> <C>
Trust property
Cash $ 1,783
Securities at market value, (cost $5,046,366) (note 1)................................. 4,950,939
Accumulated dividends.................................................................. 7,080
$ 4,959,802
Liabilities and interest of Unitholders
Cash overdraft ........................................................................ $ --
Interest of Unitholders ............................................................... 4,959,802
....................................................................................... $ 4,959,802
Analysis of Net Assets
Interest of Unitholders (550,000 Units of fractional undivided interest outstanding)
Cost to original investors of 550,000 Units (note 1).................................. $ 5,167,844
Less initial underwriting commission (note 3).......................................... 255,085
4,912,759
Less redemption of Units .............................................................. --
4,912,759
Undistributed net investment income
Net investment income.................................................................. 173,631
Less distributions to Unitholders...................................................... 31,161
142,470
Realized gain (loss) on Security sale or redemption.................................... --
Unrealized appreciation (depreciation) of Securities (note 2) ......................... (95,427)
Distributions to Unitholders of Security sale or redemption proceeds................... --
Net asset value to Unitholders ........................................................ $ 4,959,802
Net asset value per Unit (550,000 Units outstanding)................................... $ 9.02
</TABLE>
The accompanying notes are an integral part of these statements
<TABLE>
VAN KAMPEN MERRITT BLUE CHIP OPPORTUNITY AND TREASURY TRUST, SERIES 3
Statement of Operations
Period from March 29, 1994 (date of deposit) through December 31, 1994
<CAPTION>
<S> <C>
Investment income
Dividend income..................................................... $ 43,117
Interest income..................................................... 133,614
176,731
Expenses............................................................
Trustee fees and expenses........................................... 2,134
Evaluator fees...................................................... 537
Supervisory fees.................................................... 429
Total expenses...................................................... 3,100
Net investment income............................................... 173,631
Realized gain (loss) from Security sale or redemption................
Proceeds............................................................ 7
Cost................................................................ 7
Realized gain (loss)................................................ --
Net change in unrealized appreciation (depreciation) of Securities... (95,427)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...... $ 78,204
</TABLE>
<TABLE>
Statement of Changes in Net Assets
Period from March 29, 1994 (date of deposit) through December 31, 1994
<CAPTION>
<S> <C>
Increase (decrease) in net assets
Operations:
Net investment income....................................................... $ 173,631
Realized gain (loss) on Security sale or redemption......................... --
Net change in unrealized appreciation (depreciation) of Securities.......... (95,427)
Net increase (decrease) in net assets resulting from operations............. 78,204
Distributions to Unitholders from:...........................................
Net investment income....................................................... (31,161)
Security sale or redemption proceeds........................................ --
Redemption of Units.......................................................... --
Total increase (decrease)................................................... 47,043
Net asset value to Unitholders...............................................
Beginning of period......................................................... 905,006
Additional Securities purchased from proceeds of Unit Sales................. 4,007,753
End of period (including undistributed net investment income of $142,470)... $ 4,959,802
</TABLE>
The accompanying notes are an integral part of these statements.
PORTFOLIO CONCENTRATION
The Blue Chip Opportunity and Treasury Trust consists of (a) 30 different
issues of Equity Securities, all of which are actively traded, blue-chip
securities issued by large, well established corporations and all of which,
taken together, were components of the Dow Jones Industrial Average as of the
Initial Date of Deposit, (b) Lehman Brothers whose shares were received as the
result of a spin-off from American Express Company and (c) zero-coupon U.S.
Treasuryy Obligations. Each issue of Equity Securities, as of the Initial Date
of Deposit, represented approximately the same dollar value of a portfolio
since the Sponsor utilized a dollar weighted average approach in acquiring
such Equity Securities. Dow Jones & Company, Inc., owner of the Dow Jones
Industrial Average, has not granted to the Fund or the Sponsor a license to
use the Dow Jones Industrial Average. Units are not designed so that their
prices will parallel or correlate with movements in the Dow Jones Industrial
Average, and it is expected that their prices will not parallel or correlate
with such movements. Dow Jones & Company, Inc. has not participated in any way
in the creation of the Fund or in the selection of stocks included in the
Trust and has not approved any information herein relating thereto.
PER UNIT INFORMATION
<TABLE>
<CAPTION>
1994<F1>
<S> <C>
Net asset value per Unit at beginning of period............................................................... $ 9.05
Net asset value per Unit at end of period..................................................................... $ 9.02
Distributions to Unitholders of investment income including accumulated dividends paid on Units redeemed
(average Units outstanding for entire period)................................................................. $ .09
Distributions to Unitholders from Security redemption proceeds (average Units outstanding for entire period).. $ --
Unrealized appreciation (depreciation) of Securities (per Unit outstanding at end of period).................. $ (0.17)
Units outstanding at end of period............................................................................ 550,000
<FN>
<F1>For the period from March 29, 1994 (date of deposit) through December 31,
1994.
</TABLE>
<TABLE>
VAN KAMPEN MERRITT BLUE CHIP OPPORTUNITY AND TREASURY TRUST, SERIES 3
PORTFOLIO (VAN KAMPEN MERRITT EQUITY OPPORTUNITY TRUST, SERIES 6)
<CAPTION>
Valuation of
Securities at
Number of Market Value December
Shares Name of Issuer per Share 31, 1994 <F1>
<S> <C> <C> <C>
2,486 Allied Signal, Inc. 34.000 $ 84,524.00
1,205 Aluminum Company of America (ALCOA) 86.625 104,383.13
3,086 American Express Company 29.500 91,037.00
1,733 American Telephone and Telegraph (AT&T) 50.250 87,083.25
4,428 Bethlehem Steel Corporation 18.000 79,704.00
1,997 The Boeing Company 46.750 93,359.75
1,596 Caterpillar Inc. 55.125 87,979.50
2,079 Chevron Corp. 44.625 92,775.38
2,195 Coca-Cola Enterprises, Inc. 51.500 113,042.50
2,068 Walt Disney Company 46.125 95,386.50
1,617 Du Pont (E.I) de Nemours & Company 56.250 90,956.25
2,030 Eastman Kodak Company 47.750 96,932.50
1,403 Exxon Corporation 60.750 85,232.25
1,771 General Electric Company 51.000 90,321.00
1,590 General Motors 42.250 67,177.50
2,167 Goodyear Tire & Rubber Company
33.625 72,865.38
1,727 International Business Machines (IBM) 73.500 126,934.50
1,326 International Paper Company 75.375 99,947.25
1,436 J.P. Morgan & Company, Inc. 56.000 80,416.00
616 Lehman Brothers. 14.750 9,086.00
3,102 McDonalds Corporation
29.250 90,733.50
3,020 Merck & Co. Inc. 38.125 115,137.50
1,826 Minnesota Mining and Manufacturing Company (3M) 53.375 97,462.75
1,799 Phillip Morris Companies Inc 57.500 103,442.50
2,019 The Proctor & Gamble Company 62.000 125,178.00
2,019 Sears, Roebuck & Company 46.000 92,874.00
1,425 Texaco, Inc 59.875 85,321.88
3,691 Union Carbide Corporation 29.375 108,423.13
1,397 United Technologies Corporation 62.875 87,836.38
7,167 Westinghouse Electric Corporation
12.250 87,795.75
4,939 Woolworth Corp. 15.000 74,085.00
70,960 2,817,434.03
</TABLE>
<TABLE>
<CAPTION>
Maturity
Value Name of Issuer and Title of Security <F3>
<S> <C> <C>
$ 5,500,000 "Zero coupon"U.S. Treasury bonds maturing February 15, 2004 2,133,505.00
$ 4,950,939.03
</TABLE>
NOTES TO PORTFOLIO
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security Valuation - Securities listed on a national securities exchange are
valued at the last closing sales price.
Security Cost - The original cost to the Trust of the Securities was based,
for Securities listed on a national securities exchange, on the closing sale
prices on the exchange.
Unit Valuation - The redemption price per Unit is the pro rata share of each
Unit based upon (1) the cash on hand in the Trust or monies in the process of
being collected, (2) the Securities in the Trust based on the value as
described in Note 1 and (3) accumulated dividends thereon, less accrued
expenses of the Trust, if any.
Distributions to Unitholders of the Trust's taxable income will be taxable as
ordinary or capital gain income to Unitholders.
Other - The financial statements are presented on the accrual basis of
accounting. Any realized gains or losses from securities transactions are
reported on an average cost basis. Since the date of deposit, undistributed
net investment income includes $133,614 of accreted interest.
NOTE 2 - PORTFOLIO
Unrealized Appreciation and Depreciation - An analysis of net unrealized
appreciation (depreciation) at December 31, 1994 is as follows:
<TABLE>
<CAPTION>
Blue Chip
Opportunity
and Treasury
Trust
<S> <C>
Unrealized Appreciation $ 109,119
Unrealized Depreciation (204,546)
$ (95,427)
</TABLE>
NOTE 3 - OTHER
Marketability - Although it is not obligated to do so, the Sponsor intends to
maintain a market for Units and to continuously offer to purchase Units at
prices, subject to change at any time, based upon the value of the Securities
in the portfolio of the Trust valued as described in Note 1, plus accumulated
dividends to the date of settlement. If the supply of Units exceeds demand, or
for other business reasons, the Sponsor may discontinue purchases of Units at
such prices. In the event that a market is not maintained for the Units, a
Unitholder desiring to dispose of his Units may be able to do so only by
tendering such Units to the Trustee for redemption at the redemption price.
Cost to Investors - The cost to original investors was based on the underlying
value of the Securities per Unit on the date of an investor's purchase, plus a
sales charge of 4.9% of the public offering price which is equivalent to
5.152% of the aggregate offering price of the Securities. The secondary market
cost to investors is based on the determination of the underlying value of the
Securities per Unit on the date of an investor's purchase plus a sales charge
of 4.9% of the public offering price which is 5.152% of the underlying value
of the Securities.
Compensation of Evaluator and Supervisor - The Supervisor receives a fee for
providing portfolio supervisory services for the Trust ($.0025 per Unit, not
to exceed the aggregate cost of the Supervisor for providing such services to
all applicable Trusts). The Evaluator receives an annual fee for regularly
evaluating the Trust's portfolio. Both fees may be adjusted for increases
under the category "All Services Less Rent of Shelter"in the Consumer
Price Index.
No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the
Fund, the Sponsor or the Underwriters. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in any state
to any person to whom it is not lawful to make such offer in such state.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial
Information 4
The Trust 5
Objectives and Securities Selection 5
Trust Portfolio 6
Federal Taxation 8
Trust Operating Expenses 10
Public Offering 11
Rights of Unitholders 14
Trust Administration 17
Other Matters 25
Report of Independent Certified Public
Accounts 25
Statement of Condition 26
Statement of Operations 27
Statement of Changes in Net Assets 27
Portfolio Concentration 28
Per Unit Information 28
Portfolio 29
Notes to Financial Statements 30
</TABLE>
This Prospectus contains information concerning the Trust and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Trust has filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933 and the Investment Company Act of 1940, and to which reference is
hereby made.
PROSPECTUS
March 29 , 1995
Van Kampen Merritt Equity Opportunity Trust, Series 6
Van Kampen Merritt
Blue Chip Opportunity and
Treasury Trust, Series 3
A Wealth of Knowledge A Knowledge of Wealth
VAN KAMPEN AMERICAN CAPITAL
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2800 Post Oak Boulevard
Houston, Texas 77056
Please retain this Prospectus for future reference.
Contents of Post-Effective Amendment
to Registration Statement
This Post-Effective Amendment to the Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Accountants
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen Merritt Equity Opportunity Trust, Series 6,
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 Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Chicago and State of Illinois on the
27th day of March, 1995.
Van Kampen Merritt Equity Opportunity Trust,
Series 6
(Registrant)
By Van Kampen American Capital Distributors,
Inc.
(Depositor)
By: Sandra A. Waterworth
Vice President
(Seal)
Pursuant to the requirements of the Securities Act of 1933, this
Post Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities on March 27, 1995:
Signature Title
Don G. Powell Chairman and Chief )
Executive Officer )
)
William R. Molinari President and Chief )
Operating Officer )
)
Ronald A. Nyberg Executive Vice President )
and General Counsel )
)
William R. Rybak Executive Vice President and )
Chief Financial Officer )
Sandra A. Waterworth
(Attorney in Fact)*
____________________
* An executed copy of each of the related powers of attorney was filed
with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Insured Municipals Income
Trust, 113th Insured Multi-Series (File No. 33-46036) and with the
Registration Statement on Form S-6 of Insured Municipals Income
Trust, 170th Insured Multi-Series (File No. 33-55891) and the same
are hereby incorporated herein by this reference.
Consent of Independent Certified Public Accountants
We have issued our report dated March 21, 1994 accompanying the
financial statements of Van Kampen Merritt Equity Opportunity Trust,
Series 6 as of November 30, 1994, and for the period then ended,
contained in this Post-Effective Amendment No. 1 to Form S-6.
We consent to the use of the aforementioned report in the Post-
Effective Amendment and to the use of our name as it appears under the
caption "Auditors".
Grant Thornton LLP
Chicago, Illinois
March 27, 1995
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> BCAT
<CAPTION>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> MAR-29-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 5046366
<INVESTMENTS-AT-VALUE> 4950939
<RECEIVABLES> 0
<ASSETS-OTHER> 7080
<OTHER-ITEMS-ASSETS> 1783
<TOTAL-ASSETS> 4959802
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4959802
<SHARES-COMMON-STOCK> 550000
<SHARES-COMMON-PRIOR> 100000
<ACCUMULATED-NII-CURRENT> 142470
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (95427)
<NET-ASSETS> 9
<DIVIDEND-INCOME> 43117
<INTEREST-INCOME> 133614
<OTHER-INCOME> 0
<EXPENSES-NET> 3100
<NET-INVESTMENT-INCOME> 173631
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (95427)
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</TABLE>
