File No. 333-06143
CIK #897003
Securities and Exchange Commission
Washington, D.C. 20549-1004
Amendment No. 1
to
Form S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.
A. Exact Name of Trust: Van Kampen American Capital Equity Opportunity
Trust, Series 37
B. Name of Depositor: Van Kampen American Capital Distributors, Inc.
C. Complete address of Depositor's principal executive offices:
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
D. Name and complete address of agents for service:
Chapman and Cutler Van
Kampen American Capital Distributors, Inc.
Attention: Mark J. Kneedy Attention: Don G. Powell, Chairman
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181
E. Title and amount of securities being registered: An indefinite
number of Units of proportionate interest pursuant to Rule 24f-2
under the Investment Company Act of 1940
F. Proposed maximum offering price to the public of the securities
being registered: Indefinite
G. Amount of registration fee: $500 (previously paid)
H. Approximate date of proposed sale to the public:
As Soon As Practicable After the Effective Date of the
Registration Statement
/ / Check box if it is proposed that this filing will become effective
on pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a) may determine.
Van Kampen American Capital Equity Opportunity Trust
Series 37
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust ) Prospectus Front Cover Page
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Summary of Essential Financial
) Information
) Trust Administration
3. Name and address of Trustee ) Summary of Essential Financial
) Information
) Trust Administration
4. Name and address of principal ) Trust Administration
underwriter
5. Organization of trust ) The Trust
6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) *
II. General Description of the Trust and
Securities of the Trust
10. General information regarding ) The Trust
trust's securities and ) Taxation
rights of security holders ) Public Offering
) Rights of Unitholders
) Trust Administration
11. Type of securities comprising ) Prospectus Front Cover Page
units ) The Trust
) Trust Portfolio
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, charges and expenses ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Portfolio
)
) Trust Operating Expenses
) Public Offering
) Rights of Unitholders
(b) Certain information regarding )
periodic payment plan ) *
certificates )
(c) Certain percentages ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
)
) Public Offering
) Rights of Unitholders
(d) Certain other fees, expenses or ) Trust Operating Expenses
charges payable by holders ) Rights of Unitholders
(e) Certain profits to be received ) Public Offering
by depositor, principal ) Underwriting
underwriter, trustee or any ) Trust Portfolio
affiliated persons )
(f) Ratio of annual charges ) *
to income )
14. Issuance of trust's securities ) Rights of Unitholders
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
) Trust Administration
17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Prospectus Front Cover Page
of income ) Rights of Unitholders
(b) Reinvestment of distributions ) *
(c) Reserves or special funds ) Trust Operating Expenses
) Rights of Unitholders
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration
20. Certain miscellaneous provisions ) Trust Administration
of Trust Agreement )
21. Loans to security holders ) *
22. Limitations on liability ) Trust Portfolio
) Trust Administration
23. Bonding arrangements ) *
24. Other material provisions of ) *
Trust Indenture Agreement )
III. Organization, Personnel and Affiliated
Persons of Depositor
25. Organization of Depositor ) Trust Administration
26. Fees received by Depositor ) *
27. Business of Depositor ) Trust Administration
28. Certain information as to ) *
officials and affiliated )
persons of Depositor )
29. Companies owning securities ) *
of Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Officers of ) *
Depositor )
32. Compensation of Directors ) *
33. Compensation to Employees ) *
34. Compensation to other persons ) *
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities ) Public Offering
by states )
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution )
)
(b) Underwriting agreements ) Public Offering
)
(c) Selling agreements )
39. (a) Organization of principal ) *
underwriter )
(b) N.A.S.D. membership by ) *
principal underwriter )
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )
(b) Branch offices or principal ) *
underwriter )
(c) Salesmen or principal ) *
underwriter )
42. Ownership of securities of ) *
the trust )
43. Certain brokerage commissions ) *
received by principal underwriter )
44. (a) Method of valuation ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Operating Expenses
) Public Offering
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) *
to certain persons )
46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption ) *
price )
47. Purchase and sale of interests ) Public Offering
in underlying securities ) Trust Administration
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of ) Trust Administration
Trustee )
49. Fees and expenses of Trustee ) Summary of Essential Financial
) Information
) Trust Operating Expenses
50. Trustee's lien ) Trust Operating Expenses
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's ) Cover Page
securities ) Trust Operating Expenses
52. (a) Provisions of trust agreement )
with respect to replacement ) Trust Administration
or elimination portfolio )
securities )
(b) Transactions involving )
elimination of underlying ) *
securities )
(c) Policy regarding substitution )
or elimination of underlying ) Trust Administration
securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax Status of trust ) Taxation
VII. Financial and Statistical Information
54. Trust's securities during ) *
last ten years )
55. )
56. Certain information regarding ) *
57. periodic payment certificates )
58. )
59. Financial statements (Instructions
) Report of Independent Certified
1(c) to Form S-6) ) Public Accountants
) Statement of Condition
______________________________________________
* Inapplicable, omitted, answer negative or not required
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
Preliminary Prospectus Dated July 9, 1996
Subject To Completion
July 29, 1996
Wheat First Strategic Opportunity Unit Trust, Series 1
The Trust. Wheat First Strategic Opportunity Unit Trust, Series 1 (the "
Trust" ) is a unit investment trust included in Van Kampen American Capital
Equity Opportunity Trust, Series 37. The Trust offers investors the
opportunity to purchase Units representing proportionate interests in a fixed,
diversified portfolio of actively traded equity securities issued by small
capitalization companies selected by Wheat First Butcher Singer ("Equity
Securities" or "Securities" ). Unless terminated earlier, the Trust
will terminate on July 30, 1997 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 the Units. Upon liquidation, Unitholders may choose to
reinvest their proceeds into the next Series of the Trust, if available, at a
reduced sales charge, to receive a cash distribution or to receive a pro rata
distribution of the Securities then included in the Trust (if they own the
requisite number of Units).
Objective of the Trust. The objective of the Trust is to provide capital
appreciation from a portfolio of equity securities of small capitalization
companies selected by Wheat First Butcher Singer. See "Portfolio" .
There is, of course, no guarantee that the objective of the Trust will be
achieved.
Public Offering Price. The Public Offering Price of the Units of the Trust
during the initial offering period and for secondary market transactions after
the initial offering period includes the aggregate underlying value of the
Securities in the Trust's portfolio, the initial sales charge described below,
and cash, if any, in the Income and Capital Accounts held or owned by the
Trust. The initial sales charge is equal to the difference between the maximum
total sales charge of 2.9% of the Public Offering Price and the maximum
deferred sales charge ($0.19 per Unit). The monthly deferred sales charge
($0.019 per Unit) will begin accruing on a daily basis on July 30, 1996 and
will continue to accrue through May 29, 1997. The monthly deferred sales
charge will be charged to the Trust, in arrears, commencing August 30, 1996
and will be charged on the 30th day of each month thereafter through May 30,
1997. Unitholders will be assessed only that portion of the deferred sales
charge that has accrued from the time they became Unitholders of record. Units
purchased subsequent to the initial deferred sales charge payment will be
subject only to that portion of the deferred sales charge payments not yet
collected. This deferred sales charge will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. The total
maximum sales charge assessed to Unitholders on a per Unit basis will be 2.9%
of the Public Offering Price (2.987% of the aggregate value of the Securities
less the deferred sales charge), subject to reduction as set forth in "
Public Offering--General" . During the initial offering period, the sales
charge is reduced on a graduated scale for sales involving at least the lesser
of 5,000 Units or $50,000 of the Trust. If Units were available for purchase
at the close of business on the day before the Initial Date of Deposit, the
Public Offering Price per Unit would have been that amount set forth under
"Summary of Essential Financial Information" . The minimum purchase is
the lesser of 500 Units or $5,000. 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.
Additional Deposits. The Sponsor may, from time to time after the Initial Date
of Deposit, deposit additional Securities in the Trust as provided under "
The Trust" .
Dividend and Capital Gains Distributions. Distributions of dividends and
realized capital gains, if any, received by the Trust will be paid in cash on
the Distribution Date to Unitholders of record on the record date as set forth
in the "Summary of Essential Financial Information" . Gross dividends
received by the Trust will be distributed to Unitholders. Expenses of the
Trust will be paid with proceeds from the sale of Securities. For the
consequences of such sales, see "Taxation" and "Risk Factors."
Additionally, upon surrender of Units for redemption or termination of the
Trust, the Trustee will distribute to each Unitholder his pro rata share of
the Trust's assets, less expenses, in the manner set forth under "Rights
of Unitholders--Distributions of Income and Capital" .
Secondary Market For Units. Although not obligated to do so, the Managing
Underwriter currently intends to maintain a market for Units and offer to
repurchase such Units at prices which are based on the aggregate underlying
value of Equity Securities (generally determined by the closing sale or bid
prices of the Securities) 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 at prices based upon the aggregate underlying
value of the Equity Securities 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" . Units sold or tendered for redemption
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge
at the time of sale or redemption. See "Rights of Unitholders--Redemption
of Units" .
Termination. The Trust will terminate approximately twelve months after the
Initial Date of Deposit regardless of market conditions at that time.
Commencing on the Mandatory Termination Date, 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 Securities. Written notice
of any termination of the Trust shall be given by the Trustee to each
Unitholder at his address appearing on the registration books of the Trust
maintained by the Trustee. 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 the Securities (reduced by customary transfer and
registration charges) if such Unitholder owns at least 2,500 Units, rather
than to receive payment in cash for such Unitholder's pro rata share of the
amounts realized upon the disposition of such Securities. Unitholders will
receive cash in lieu of any fractional shares. To be effective, the election
form, and any other documentation required by the Trustee, must be returned to
the Trustee at least five business days prior to the Mandatory Termination
Date. Unitholders may elect to become Rollover Unitholders as described in
"Special Redemption and Rollover in New Trust" below. Rollover
Unitholders will not receive the final liquidation distribution but will
receive units of a new Series of the Trust, if one is being offered.
Unitholders not electing the Rollover Option or a distribution of shares of
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" .
Special Redemption and Rollover in New Trust. Unitholders will have the
option, subject to any necessary regulatory approval, of specifying by the
Rollover Notification Date stated in "Summary of Essential Financial
Information" to have all of their Units redeemed and the distributed
Securities sold by the Trustee, in its capacity as Distribution Agent, on the
Special Redemption Date. (Unitholders so electing are referred to herein as
"Rollover Unitholders" .) The Distribution Agent will appoint the
Sponsor as its agent to determine the manner, timing and execution of sales of
underlying Securities. The proceeds of the redemption will then be invested in
units of a new Series of the Trust (the "1997 Trust" ), if one is
offered, at a reduced sales charge. The Managing Underwriter and Sponsor may,
however, stop offering units of the 1997 Trust at any time in their sole
discretion without regard to whether all the proceeds to be invested have been
invested. Cash which has not been invested on behalf of the Rollover
Unitholders in the 1997 Trust will be distributed shortly after the Special
Redemption Date. However, the Managing Underwriter and Sponsor anticipate that
sufficient Units will be available, although moneys in this Trust may not be
fully invested on the next business day. The 1997 Trust will contain a
portfolio of common stocks of companies selected by Wheat First Butcher
Singer. Rollover Unitholders will receive the amount of dividends in the
Income Account of the Trust which will be included in the reinvestment in
units of the 1997 Trust.
Risk Factors. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers and the general condition of the
stock market. For certain risk considerations related to the Trust, see "
Risk Factors" .
Units of the Trust are not deposits or obligations of, and are not guaranteed
or endorsed by, any bank and are not federally insured or otherwise protected
by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency and involve investment risk, including the possible loss of the
principal amount invested.
<TABLE>
Summary of Essential Financial Information
At the close of business on the day before the Initial Date of Deposit: July 28, 1996
Managing Underwriter and Supervisor: Wheat First Butcher Singer
Sponsor: Van Kampen American Capital Distributors, Inc.
Evaluator: American Portfolio Evaluation Services
(A division of an affiliate of the Sponsor)
Trustee: The Bank of New York
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units <F1>...................................................................
Fractional Undivided Interest in the Trust per Unit <F1>............................... 1/
Public Offering Price:
Aggregate Value of Securities in Portfolio <F2>.......................................$
Aggregate Value of Securities per Unit................................................$
Maximum Sales Charge <F3>.............................................................$
Less Deferred Sales Charge per Unit...................................................$
Public Offering Price per Unit <F3><F4>...............................................$
Maximum Redemption Price per Unit <F5>.................................................$
Initial Secondary Market Repurchase Price per Unit <F5>................................$
Excess of Public Offering Price per Unit over Maximum Redemption Price per Unit <F5>...$
Estimated Annual Organizational Expenses per Unit <F6>.................................$
Estimated Annual Dividends per Unit <F7>...............................................$
</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
Rollover Notification Date ............June 30, 1997
Special Redemption Date................July 30, 1997
Mandatory Termination Date ............July 30, 1997
The Trust may be terminated if the net asset value of the Trust is less than $500,000
unless the net asset value of the Trust's deposits have exceeded $15,000,000, then the
Trust Agreement may be terminated if the net asset value of the Trust is less than
Minimum Termination Value..............$3,000,000.
Trustee's Annual Fee ..................$.008 per Unit
Income Account Record Dates............January 10, 1997 and July 30, 1997
Income Account Distribution Dates......January 25, 1997 and August 11, 1997
Capital Account Record Date............July 30, 1997
Capital Account Record Date............August 11, 1997
Evaluation Time........................4:00 P.M. New York time
<FN>
<F1>As of the close of business on any day on which the Sponsor is the sole
Unitholder of the Trust, the number of Units of the Trust may be adjusted so
that the Public Offering Price per Unit will equal approximately $10.
Therefore, to the extent of any such adjustment the fractional undivided
interest per Unit will increase or decrease accordingly from the amount
indicated above.
<F2>Each Security listed on a national securities exchange is valued at the
closing sale price or if the Security is not so listed, at the asked price
thereof.
<F3>The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to the difference between the Maximum Sales Charge
of 2.9% of the Public Offering Price and the amount of the maximum deferred
sales charge of $0.19 per Unit. Subsequent to the Initial Date of Deposit, the
amount of the initial sales charge will vary with changes in the aggregate
value of the Securities in the Trust. In addition to the initial sales charge,
Unitholders will pay a deferred sales charge of $0.019 per Unit per month
which will begin accruing on a daily basis on July 30, 1996 and will continue
to accrue through May 29, 1997. The monthly deferred sales charge will be
charged to the Trust, in arrears, commencing August 30, 1996 and will be
charged on the 30th day of each month thereafter through May 30, 1997. Units
purchased subsequent to the initial deferred sales charge payment will be
subject only to that portion of the deferred sales charge payments not yet
collected. These deferred sales charge payments will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge will be 2.9% of the Public Offering Price (2.987%
of the aggregate value of the Securities in the Trust less the deferred sales
charge). See the "Fee Table" below and "Public Offering--Offering
Price" .
<F4>On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts.
<F5>The Maximum Redemption Price per Unit and the Initial Secondary Market
Repurchase Price per Unit are reduced by the unpaid portion of the deferred
sales charge.
<F6>The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration statement,
the trust indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of the Trust
portfolio and the initial fees and expenses of the Trustee but not including
the expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for mutual
funds. Total organizational expenses will be amortized over the life of the
Trust and paid from Trusts in the Capital Account, if sufficient, or from the
sale of Securities. See "Trust Operating Expenses" and "Statement
of Condition" . Historically, the sponsors of unit investment trusts have
paid all of the costs of establishing such trusts. Estimated Annual
Organizational Expenses per Unit have been estimated based on a projected
trust size of $_____. To the extent the Trust is larger or smaller, the actual
organizational expenses paid by the Trust (and therefore by Unitholders) will
vary from the estimated amount set forth above.
<F7>Estimated annual dividends are based on annualizing the most recently declared
dividends. Estimated Annual Dividends per Unit are based on the number of
Units, the fractional undivided interest in the Securities per Unit and the
aggregate value of the Securities per Unit as of the Initial Date of Deposit.
Investors should note that the actual annual dividends received per Unit will
vary from the estimated amount due to changes in the factors described in the
preceding sentence and actual dividends declared and paid by the issuers of
the Securities.
</TABLE>
FEE TABLE
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in the Trust will bear directly or indirectly. See
"Public Offering--Offering Price" and "Trust Operating
Expenses" . Although the Trust has a term of approximately twelve months,
and is a unit investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees. The example below assumes that the
principal amount of and distributions on an investment are rolled over each
year into a new Series of the Trust subject only to the anticipated reduced
sales charge applicable to Rollover Unitholders. See "Right of
Unitholders--Special Redemption and Rollover in New Trust." Investors
should note that while these examples are based on the public offering price
and the estimated fees for the current Trust, the actual public offering
price, sales charges and fees for any new Trust created in the future periods
indicated could vary from those of the current Trust.
<TABLE>
<CAPTION>
Unitholder Transaction Expenses (as of the Initial Date of Deposit) (as a percentage of
offering price) Amount Per 100 Units
<S> <C> <C>
Initial Sales Charge Imposed on Purchase...................................................... % <F1> $
Deferred Sales Charge......................................................................... % <F2> 19.00
2.90% $
Estimated Annual Trust Operating Expenses (as of the Initial Date of Deposit) (as a percentage
of net assets)
Trustee's Fee ................................................................................ % $ 0.80
Portfolio Supervision and Evaluation Fees .................................................... % 0.50
Organizational Costs.......................................................................... %
Other Operating Expenses ..................................................................... % 0.35
Total ........................................................................................ % $
</TABLE>
Example
<TABLE>
<CAPTION>
Cumulative Expenses Paid for
Period of:
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment, assuming a
5% annual return and redemption at the end of each time period $ $ N/A N/A
</TABLE>
The example assumes rollover of the investment each year into a new series of
the Trust and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds. The example
should not be considered representations of past or future expenses or annual
rate of return; the actual expenses and annual rate of return may be more or
less than those assumed for purposes of the examples.
The Maximum Initial Sales Charge is actually the difference between 2.90% and
the maximum deferred sales charge ($19.00 per 100 Units) and would exceed 1%
if the Public Offering Price exceeds $1,000 per 100 Units.
The actual fee is $1.90 per month per 100 Units, irrespective of purchase or
redemption price, deducted over the ten months commencing September 1, 1996.
If a holder sells or redeems Units before all of these deductions have been
made, the balance of the deferred sales charge payments remaining will be
deducted from the sales or redemption proceeds. If Unit price exceeds $10 per
Unit, the deferred portion of the sales charge will be less than 1.90%; if
Unit price is less than $10 per Unit, the deferred portion of the sales charge
will exceed 1.90%. Units purchased subsequent to the initial deferred sales
charge payment will be subject to only that portion of the deferred sales
charge payments not yet collected.
THE TRUST
Van Kampen American Capital Equity Opportunity Trust, Series 37 is comprised
of one unit investment trust: Wheat First Strategic Opportunity Unit Trust,
Series 1. The Trust was created under the laws of the State of New York
pursuant to a Trust Indenture and Trust Agreement (the "Trust
Agreement" ), dated the date of this Prospectus (the "Initial Date of
Deposit" ), among Van Kampen American Capital Distributors, Inc., as
Sponsor, Wheat First Butcher Singer, as Supervisor, The Bank of New York, as
Trustee, and American Portfolio Evaluation Services, a division of Van Kampen
American Capital Investment Advisory Corp., as Evaluator.
The Trust may be an appropriate medium for investors who desire to participate
in a diversified portfolio of equity securities issued by small capitalization
companies. In general, these companies, at the time of purchase, will have a
capitalization of less than $600 million. Diversification of assets in the
Trust will not eliminate the risk of loss always inherent in the ownership of
securities.
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 indicated in
"Summary of Essential Financial Information" . Unless terminated
earlier, the Trust will terminate on the Mandatory Termination Date set forth
under "Summary of Essential Financial Information" 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. Upon liquidation,
Unitholders may choose either to reinvest their proceeds into a subsequent
Series of the Trust, if available, at a reduced sales charge, to receive a pro
rata distribution of the Securities then included in the Trust (if they own
the requisite minimum number of Units) or to receive a cash distribution.
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, as nearly as
practicable, the original percentage relationship among the Equity Securities
in the Trust's portfolio based on market value that existed on the Initial
Date of Deposit. Any deposit by the Sponsor of additional Equity Securities
will duplicate, as nearly as is practicable, this original proportionate
relationship and not the actual proportionate relationship, since the actual
proportionate relationship may be different than the original proportionate
relationship. Any such difference may be due to the sale, redemption or
liquidation of any of the Equity Securities deposited in the Trust on the
Initial, or any subsequent, Date of Deposit. The required percentage
relationship among the Securities in the Trust 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 in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event.
Each Unit initially offered 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 Managing Underwriter or Sponsor, or until the
termination of the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
The objective of the Trust is to provide capital appreciation from a portfolio
of equity securities of small capitalization companies selected by Wheat First
Butcher Singer. There is, of course, no assurance that the Trust (which
includes expenses and sales charges) will achieve its objective.
The Wheat First Strategic Opportunity Unit Trust, Series 1 is a unit
investment trust containing a fixed portfolio of common stocks selected by Don
R. Hays, Director of Investment Strategy for Wheat First Butcher Singer, a
subsidiary of Wheat First Securities, Inc. This investment is structured with
a mandatory termination date of approximately one year and one day, and is
designed for investors seeking the potential of capital appreciation.
More than 30 years ago, a promising young engineer named Don Hays went to work
for NASA with the legendary Von Braun rocket development team. By adapting the
logic of engineering to the science of aeronautics, the team created the
Saturn rocket that landed Americans on the moon. Like most engineers, Hays was
fascinated with the discipline, logic and indisputable rules of rocket
science. Unlike most engineers, however, he had a hobby that intrigued him as
much as his chosen vocation. That hobby was investing. Since then, Don Hays
has spent more than twenty-five years developing a way to apply science to the
art of investing. As Director of Investment Strategy and a Managing Director
of Wheat First Butcher Singer, he has compiled a longstanding track record of
investment performance based on his keen insight into economics, politics and
finance. Mr. Hay's market outlook is quoted regularly in The Wall Street
Journal, Investor's Daily, USA Today and other major media. He has been a
guest on the PBS series Wall Street Week with Louis Rukeyser and is a featured
strategist consulted by Dow Jones, Reuters and Bloomberg News Services.
In choosing the portfolio for the Trust, Don Hays and his team of analysts
have relied on recommendations from many different industry sources, including
but not limited to those from the Research Department of Wheat First Butcher
Singer. The selection approach started with a large universe of recommended
stocks from many different sources which were then culled down to those
included in the Trust. The methodology used includes a wide range of
technical, quantitative, and fundamental disciplines. In order to be included
in the original basket of prospective purchases, the companies were estimated
to have the potential, in the opinion of Mr. Hays, to sustain an annual
earnings growth rate during the next 3 to 5 years of at least 15%. After
passing that criteria, technical considerations were then examined to
determine if the stock's price performance substantiated the fundamental
estimates. In all cases, the final decision as to which stocks to acquire for
the Trust was determined by a top-down discipline that included a market
analysis, sector evaluation, and then an examination of the fundamental and
technical consideration of the stock itself.
It is the belief of Mr. Hays that the upcoming years have the potential to be
a period of solid economic growth with sustained low inflation. It is his
further belief that based upon long historical examination, small cap stocks
appear to provide the greatest capital appreciation potential in the expected
economic framework. It is also of importance, however, to realize that small
cap stocks, while having greater reward potential, also have higher
volatility, and more inherent risk. See "Risk Factors." Mr. Hays'
expects that the Federal Reserve will cut short-term interest rates during the
fall months of 1996, and that this cut in rates will encourage liquid
financial assets to move into the stock market.
While certain of the selection criteria are based on longer-term economic
considerations, the Trust will terminate approximately one year from the
Initial Date of Deposit. Therefore, there can be no guarantee that the future
growth rates, performance, inflation or economic results described above will
occur during the term of the Trust. The criteria described above were used to
select the Securities for the Trust and are not intended to predict or imply
future performance of the Securities or of the Trust.
General. Investors should be aware that there is not any guarantee that the
objective of the Trust will be achieved 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 Securities will be subject to taxation and will pay dividends on
outstanding common shares. Any distribution 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. See "
Risk Factors" .
The above criteria were applied to the Securities for inclusion in the Trust
as of the Initial Date of Deposit. Subsequent to the Initial Date of Deposit,
the Securities may no longer meet the criteria necessary for inclusion on the
Initial Date of Deposit. Should a Security fail to meet such criteria
following the Initial Date of Deposit, such Security will not as a result
thereof be removed from the portfolio.
The Trust is not a "managed" trust, 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. The Securities were selected by the
Managing Underwriter prior to the date the Securities were purchased by the
Trust. The Trust may continue to 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.
Members of the Managing Underwriter's Research Department and Investment
Strategy Department, including Mr. Hays, are compensated based on brokerage
commissions generated from their research and on the dollar amount of sales of
the Trust. In addition, the Research Department may recommend that the Equity
Securities also be bought or that they be sold by their other clients,
including some clients for whom Wheat First Butcher Singer has investment
discretion.
TRUST PORTFOLIO
The Trust consists of a diversified portfolio of _____ different issues of
Securities issued by small capitalization companies selected by Wheat First
Butcher Singer. All of the Securities are listed on a national securities
exchange, the NASDAQ National Market System or are traded in the
over-the-counter market. The following is a general description of the
companies included in the Trust.
The Trust consists (a) of the Equity Securities (including contracts for the
purchase thereof) listed under the "Portfolio" as may continue to be
held from time to time in the Trust, (b) any additional Equity Securities
acquired and held by the Trust pursuant to the provisions of the Trust
Agreement and (c) any 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 Equity Securities. However, should any contract for the purchase of any
of the Equity 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 Equity Securities in accordance with the
Trust Agreement, refund the cash and sales charge attributable to such failed
contract to all Unitholders on or before the next scheduled 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. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other property acquired in
exchange for Equity Securities such as those acquired in connection with a
merger or other transaction. If offered such new or exchanged securities or
property, the Trustee shall reject the offer. However, in the even such
securities or property are nonetheless acquired by the Trust, they may be
accepted for deposit in the Trust and either sold by the Trustee or held in
the Trust pursuant to the direction of the Sponsor (who may rely on the advice
of the Supervisor). 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.
The Managing Underwriter may acquire the Equity Securities for the Sponsor.
The Managing Underwriter in its general securities business acts 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. The Managing Underwriter may also, from time
to time, issue reports on and make recommendations relating to equity
securities, which may include the Equity Securities. From time to time the
Managing Underwriter may act as investment banker 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 Managing Underwriter or for the benefit of the Trust under
such circumstances.
RISK FACTORS
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 each issuer's board of directors
and have a right to participate in amounts available for distribution by such
issuer only after all other claims on such 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 in a portfolio may be expected to
fluctuate over the life of the Trust 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.
All of the Securities in the Trust have a market capitalization of less than
$600 million. Accordingly, an investment in Units of the Trust should be made
with an understanding of the risks of small capitalization companies. Smaller
companies often have rates of sales, earnings, growth and share price
appreciation that exceed those of larger companies; however, such companies
also generally have limited product lines, markets or financial resources.
Investors should note that stocks of smaller companies often have limited
marketability and typically experience more market price volatility than
stocks of larger companies. Accordingly, no assurance can be made that upon
redemption or termination of the Trust the value of the Securities (and
therefore the net asset value of Units) will be greater than or equal to the
value at the time a Unitholder purchased Units.
Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for the Equity Securities may depend on whether dealers will make a market in
the Equity Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity Securities
will be maintained or of the liquidity of the Equity Securities in any markets
made. In addition, the Trust may be restricted under the Investment Company
Act of 1940 from selling Equity Securities to the Sponsor. The price at which
the Equity Securities may be sold to meet redemptions, and the value of the
Trust, will be adversely affected if trading markets for the Equity Securities
are limited or absent.
As described under "Trust Operating Expenses," all of the expenses of
the Trust will be paid from the sale of Securities from the Trust. It is
expected that such sales will be made each month through termination of the
Trust. Such sales will result in capital gains and losses and may be made at
times and prices which adversely affect the Trust. For a discussion of the tax
consequences of such sales, see "Taxation."
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. In the absence of any such instructions by the
Sponsor, the Trustee will vote such stocks so as to insure that the stocks are
voted as closely as possible in the same manner and the same general
proportion as are shares held by owners other than the Trust.
TAXATION
General. 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 each 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 each Security when such income is considered to be
received by the Trust.
2. A Unitholder will be considered to have received all of the dividends paid
on his pro rata portion of each Equity Security when such dividends are
received by the Trust regardless of whether such dividends are used to pay a
portion of the deferred sales charge. Unitholders will be taxed in this manner
regardless of whether distributions from the Trust are actually received by
the Unitholder or are automatically reinvested (see "Rights of
Unitholders--Reinvestment Option" ).
3. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent
an in kind distribution of stock is received by such Unitholder as described
below). The price a Unitholder pays for his Units generally, 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 valuation date
closest to the date the Unitholder purchases his Units) in order to determine
his tax basis for his pro rata portion of each Security held by the Trust. 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 a Security held by the
Trust is 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 Security which exceed such current and
accumulated earnings and profits will first reduce a Unitholder's tax basis in
such Security, and to the extent that such dividends exceed a Unitholder's tax
basis in such Security shall 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.
4. 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, will generally be long-term if the Unitholder has held his
Units for more than one year (the date on which the Units are acquired (i.e.,
the "trade date" ) is excluded for purposes of determining whether the
Units have been held 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
gains and losses for federal income tax purposes. In particular, a Rollover
Unitholder should be aware that a Rollover Unitholder's loss, if any, incurred
in connection with the exchange of Units for units in the next Series (the
"1997 Trust" ) will generally be disallowed with respect to the
disposition of any Securities pursuant to such exchange to the extent that
such Unitholder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
1997 Trust in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and ending
30 days after such disposition. However, any gains incurred in connection with
such an exchange by a Rollover Unitholder would be recognized.
Deferred Sales Charge. Generally, the tax basis of a Unitholder includes sales
charges, and such charges are not deductible. A portion of the sales charge
for the Trust is deferred. It is possible that for federal income tax purposes
a portion of the deferred sales charge may be treated as interest which would
be deductible by a Unitholder subject to limitations on the deduction of
investment interest. In such a case, the non-interest portion of the deferred
sales charge would be added to the Unitholder's tax basis in his Units. The
deferred sales charge could cause the Unitholder's Units to be considered to
be debt-financed under Section 246A of the Code which would result in a small
reduction of the dividends-received deduction. In any case, the income (or
proceeds from redemption) a Unitholder must take into account for federal
income tax purposes is not reduced by amounts deducted to pay the deferred
sales charge. Unitholders should consult their own tax advisers as to the
income tax consequences of the deferred sales charge.
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, and
are attributable to domestic corporations) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate shareholders, such as "S" corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and
the personal holding corporation tax). 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). Final regulations have been recently issued which address
special rules that must be considered in determining whether the 46 day
holding period 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 deduction.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by
an individual only to the extent they exceed 2% of such individual's adjusted
gross income. Unitholders may be required to treat some or all of the expenses
of the Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by the
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 (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). 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 "Tax Act" )
raised tax rates on ordinary income while capital gains remain subject to a
28% maximum stated rate for taxpayers other than corporations. Because some or
all capital gains are taxed at a comparatively lower rate under the Tax Act,
the Tax Act includes a provision that recharacterizes 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.
If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust involved including his
pro rata portion of all Securities represented by a Unit.
Special Tax Consequences of In Kind Distributions Upon Termination of the
Trust. As discussed in ""Trust Administration--Amendment or
Termination," under certain circumstances a Unitholder may request an In
Kind Distribution upon the termination of the Trust. The Unitholder requesting
an In Kind Distribution will be liable for expenses related thereto (the "
Distribution Expenses" ) and the amount of such In Kind Distribution will
be reduced by the amount of the Distribution Expenses. See "Trust
Administration--Amendment or Termination." As previously discussed, prior
to 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 will result in a Unitholder receiving an
undivided interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In Kind Distribution
with respect to each Security owned by the Trust will depend on whether or not
a Unitholder receives cash in addition to Securities. A "Security" for
this purpose is a particular class of stock issued by a particular
corporation. A Unitholder will not recognize gain or loss if a Unitholder only
receives Securities in exchange for his or her pro rata portion in the
Securities held by the Trust. However, if a Unitholder also receives cash in
exchange for a fractional share of a Security held by the Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his tax basis in
such fractional share of a Security held by the Trust.
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.
As discussed in "Rights of Unitholders--Special Redemption and Rollover in
New Trust," a Unitholder may elect to become a Rollover Unitholder. To the
extent a Rollover Unitholder exchanges his Units for Units of the 1997 Trust
in a taxable transaction, such Unitholder will recognize gains, if any, but
generally will not be entitled to a deduction for any losses recognized upon
the disposition of any Securities pursuant to such exchange to the extent that
such Unitholder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
1997 Trust in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions contained in
Section 1091 of the Code. In the event a loss is disallowed under the wash
sale provisions, special rules contained in Section 1091(d) of the Code apply
to determine the Unitholder's tax basis in the securities acquired. Rollover
Unitholders are advised to consult their tax advisers.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder for his
Units. The cost of the Units is allocated among the Securities held in the
Trust in accordance with the proportion of the fair market values of such
Securities on the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of
each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary
income as described above.
Other Matters. 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
(other than those that are not treated as United States source income, if any)
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. Such persons should consult their tax
advisers. On December 7, 1995, the U.S. Treasury Department released proposed
legislation that, if adopted, could affect the United States federal income
taxation of non-United States Unitholders and the portion of the Trust's
income allocable to non-United States Unitholders.
At the termination of the Trust, the Trustee will furnish to each Unitholder a
statement containing information relating to the dividends received by the
Trust on the Securities, the gross proceeds received by the Trust from the
disposition of any Security (resulting from redemption or the sale of any
Security), and the fees and expenses paid by the Trust. The Trustee will also
furnish annual information returns to Unitholders and to the Internal Revenue
Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs 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 Kroll & Tract, 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.
The foregoing discussion relates only to the tax treatment of U.S. Unitholders
("U.S. Unitholders" ) with regard to federal and certain aspects of New
York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers
in this regard. As used herein, the term "U.S. Unitholder" means an
owner of a Unit of the Trust that (a) is (i) for United States federal income
tax purposes a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof, or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unitholder in
paragraph (a) but whose income from a Unit is effectively connected with such
Unitholder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States whose income and gain on
the Units will be taxable.
TRUST OPERATING EXPENSES
Compensation of Sponsor, Managing Underwriter and Evaluator. The Sponsor will
not receive any fees in connection with its activities relating to the Trust.
Wheat First Butcher Singer, the Managing Underwriter, will receive an annual
supervisory fee 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 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
all unit investment trusts for which the Supervisor provides portfolio
supervisory services in any calendar year exceed the aggregate cost to the
Supervisor of supplying such services in such year. In addition, American
Portfolio Evaluation Services, which is a division of Van Kampen American
Capital Investment Advisory Corp., shall receive for regularly providing
evaluation services to the Trust the annual per Unit evaluation fee 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. The
fees set forth herein are payable as described under "General" below.
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 Managing
Underwriter 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 Managing 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 is based on the number of Units outstanding at the
close of business on August 1, 1996 at which time such calculation is based on
the number of Units outstanding on such date). The fees set forth herein are
payable as described under "General" below. The Trustee benefits to
the extent there are trusts 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 trusts. 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. Expenses incurred in establishing the Trust, including
the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and closing documents), federal and
state registration fees, the initial fees and expenses of the Trustee, legal
and accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and amortized over the life of the Trust.
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, (g) foreign custodial and transaction fees and
(h) expenditures incurred in contacting Unitholders upon termination of the
Trust. The fees set forth herein are payable as described under "
General" below.
General. All fees and expenses of the Trust will accrue on a daily basis and
will be charged to the Trust, in arrears, on a monthly basis on or before the
tenth day of each month. The fees and expenses are payable out of the Capital
Account 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. If the balance
in the Capital Account is insufficient to provide for amounts payable by the
Trust, the Trustee has the power to sell Equity Securities to pay such
amounts. It is expected that the balance in the Capital Account will be
insufficient to provide for amounts payable by the Trust and that Equity
Securities will be sold from the Trust to pay such amounts. These sales may
result in capital gains or losses to Unitholders. See "Taxation" .
PUBLIC OFFERING
General. Units are offered at the Public Offering Price. During the initial
offering period and for secondary market transactions after the initial
offering period the Public Offering Price is based on the aggregate underlying
value of the Securities in the Trust's portfolio, the initial sales charge
described below, and cash, if any, in the Income and Capital Accounts held or
owned by the Trust. The initial sales charge is equal to the difference
between the maximum total sales charge for a Trust of 2.9% of the Public
Offering Price and the maximum deferred sales charge for a Trust ($0.19 per
Unit). The monthly deferred sales charge ($0.019 per Unit) will begin accruing
on a daily basis on August 1, 1996 and will continue to accrue through May 30,
1997. The monthly deferred sales charge will be charged to the Trust, in
arrears, commencing September 1, 1996 and will be charged on the 1st day of
each month thereafter through June 1, 1997. Unitholders will be assessed only
that portion of the deferred sales charge accrued from the time they became
Unitholders of record. Units purchased subsequent to the initial deferred
sales charge payment will be subject to only that portion of the deferred
sales charge payments not yet collected. This deferred sales charge will be
paid from funds in the Capital Account, if sufficient, or from the periodic
sale of Securities. The total maximum sales charge assessed to Unitholders on
a per Unit basis will be 2.9% of the Public Offering Price (2.987% of the
aggregate value of the Securities in the Trust less the deferred sales
charge). The initial sales charge applicable to quantity purchases is reduced
on a graduated basis to any person acquiring 5,000 Units or that number of
Units with a value of $50,000, whichever is lower.
<TABLE>
<CAPTION>
Aggregate Dollar Amount or Dollar Amount of Sales Charge Reduction Per
Number of Units Purchased Unit
<S> <C>
5,000 Units/$50,000 - 9,999
Units/$99,999................... $0.02
10,000 Units/$100,000 - 24,999
Units/$249,999.................. 0.04
25,000 Units/$250,000 or More... 0.06
</TABLE>
Any sales charge reduction will primarily be the responsibility of the
Managing Underwriter.
Employees of Wheat First Butcher Singer, Inc. and employee related accountsmay
purchase Units of the Trust at the current Public Offering Price less the
underwriting commission or the dealer's concession in the absence of an
underwriting commission. 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 the difference between the maximum total sales charge of 2.9% of the
Public Offering Price and the maximum deferred sales charge ($0.19 per Unit)
and dividing the sum so obtained by the number of Units outstanding. The
Public Offering Price per Unit shall include the proportionate share of any
cash held in the Income and Capital Accounts. Such price determination as of
the close of business on the day before the Initial Day of Deposit was made on
the basis of an evaluation of the Securities prepared by Interactive Data
Corporation, a firm regularly engaged in the business of evaluating, quoting
or appraising comparable securities. Thereafter, the Evaluator on each
business day will appraise or cause to be appraised the value of the
underlying Securities as of the Evaluation Time 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 or Sponsor
for purchases, sales or redemptions after that time, or on a day which is not
a business day for the Trust, will be held until the next determination of
price. Unitholders who purchase Units subsequent to the Initial Date of
Deposit will pay an initial sales charge equal to the difference between the
maximum total sales charge for a Trust of 2.9% of the Public Offering Price
and the maximum deferred sales charge for a Trust ($0.19 per Unit) and will be
assessed a deferred sales charge of $0.019 per Unit on each of the remaining
deferred sales charge payment dates as set forth in "Public
Offering--General" .
The aggregate underlying value of the Equity Securities during the initial
offering period is determined on each business day by the Evaluator in the
following manner: if the Equity Securities are listed on a national securities
exchange, this evaluation is generally based on the closing sale prices on
that exchange (unless it is determined that these prices are inappropriate as
a basis for valuation) or, if there is no closing sale price on that exchange,
at the closing ask prices. If the Equity Securities are not so listed or, if
so listed and the principal market therefore is other than on the exchange,
the evaluation shall generally be based on the current ask price on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are
unavailable, the evaluation is generally determined (a) on the basis of
current ask prices for comparable securities, (b) by appraising the value of
the Equity Securities on the ask side of the market or (c) by any combination
of the above.
In offering the Units to the public, neither the Sponsor, the Managing
Underwriter nor any broker-dealers are recommending any of the individual
Securities 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 Managing Underwriter, broker-dealers and
others 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 intends to qualify the Units for sale in a number of states.
Broker-dealers will be allowed a concession or agency commission in connection
with the distribution of Units of 2.0% of the Public Offering Price per Unit.
In connection with transactions involving Rollover Unitholders, the total
concession or agency commission will amount to 1.0% per Unit. Any quantity
discount provided to investors will be borne by the Managing Underwriter or
the selling dealer or agent.
Certain commercial banks may be making Units 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 the lesser of 500 Units or
$5,000 except as stated herein. The Managing Underwriter reserves the right to
reject, in whole or in part, any order for the purchase of Units and to change
the amount of the concession or agency commission to dealers and others from
time to time.
Sponsor and Managing Underwriter Compensation. The Managing Underwriter will
receive the gross sales commission equal to 2.9% of the Public Offering Price
of the Units, less any reduced sales charge for quantity purchases as
described under "General" above. Any such quantity discount provided
to investors will be borne by the Managing Underwriter or the selling dealer
or agent. The Sponsor will receive from the Managing Underwriter the excess of
such gross sales commission over the Managing Underwriter's discount. The
Managing Underwriter will be allowed a discount in connection with the
distribution of Units of 2.2% per Unit for up to $20,000,000 of Units
underwritten and 2.3% per Unit in excess of $20,000,000 of Units underwritten.
In addition, the Managing Underwriter 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 Managing Underwriter and the cost of such Securities
to the Trust on the Initial Date of Deposit as well as on subsequent deposits.
See "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 Managing Underwriter 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 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 Sponsor and Managing
Underwriter.
Cash, if any, made available to the Sponsor and Managing Underwriter prior to
the date of settlement for the purchase of Units may be used in the Sponsor's
or Managing Underwriter's business and may be deemed to be a benefit to the
Sponsor and Managing Underwriter, subject to the limitations of the Securities
Exchange Act of 1934.
As stated under "Public Market" below, the Managing Underwriter
currently intends to maintain a secondary market for Units for the period
indicated. In so maintaining a market, the Managing Underwriter 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 Managing
Underwriter 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 it is not obligated to do so, the Managing Underwriter
currently intends to maintain a market for the Units offered hereby through
December 31, 1996, and offer continuously to purchase Units at prices, subject
to change at any time, based upon the aggregate underlying value of the Equity
Securities (computed as indicated under "Offering Price" above and
"Rights of Unitholders--Redemption of Units" ). If the supply of Units
exceeds demand or if some other business reason warrants it, the Managing
Underwriter 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 will be able to dispose of such
Units 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. Units sold
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge
at the time of sale.
Tax-Sheltered Retirement Plans. Units 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 may be limited by the plans' provisions and does not itself establish
such plans.
RIGHTS OF UNITHOLDERS
General. 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 will be in book entry form only. Certificates representing Units will
not be issued. Units are transferable by making a written request to the
Trustee. A Unitholder must sign such written requests exactly as his name
appears on the records of the Trustee with the signature guaranteed by a
participant in the Securities Transfer Agents Medallion Program ("
STAMP" ) or such other signature guarantee program in addition to, or in
substitution for, STAMP as may be accepted by 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.
Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each Unit transferred and to pay any
governmental charge that may be imposed in connection with each such transfer
or interchange.
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, etc.) are credited to the Capital Account. Proceeds from the sale
of Securities to meet redemptions shall be segregated within the Capital
Account from proceeds from the sale of Securities made to satisfy the fees,
expenses and charges of the Trust.
The Trustee will distribute any income received with respect to any of the
Securities on or about the Income Account Distribution Dates to Unitholders of
record on the preceding Income Account Record Date. See "Summary of
Essential Financial Information" . Proceeds received on the sale of any
Securities, to the extent not used to meet redemptions of Units, pay the
deferred sales charge or pay expenses, will be distributed annually on the
Capital Account Distribution Date to Unitholders of record on the preceding
Capital Account Record Date. 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. 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 tenth day of each month, the Trustee will deduct 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 the Income and Capital 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.
It is anticipated that the deferred sales charge will be collected from the
Capital Account. To the extent that amounts in the Capital Account are
insufficient to satisfy the then current deferred sales charge obligation,
Equity Securities may be sold to meet such shortfall. Distributions of amounts
necessary to pay the deferred portion of the sales charge will be made to an
account maintained by the Trustee for purposes of satisfying Unitholders'
deferred sales charge obligations.
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. 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 of the Trust a
statement (i) as to the Income Account: income received, 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; (ii) as to the Capital Account: the
dates of disposition of any Securities 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 by the Trust
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 unit investment trust office at 101 Barclay
Street, 20th Floor, New York, New York 10286. No redemption fee will be
charged. On the third business day following such tender, the Unitholder will
be entitled to receive in cash 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 with respect to Units received after
the applicable Evaluation Time the date of tender is the next business day as
defined under "Public Offering--Offering Price" 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. Units tendered for
redemption prior to such time as the entire deferred sales charge on such
Units has been collected will be assessed the amount of the remaining deferred
sales charge at the time of redemption.
To the extent that Securities are 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.
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, 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 initial sales charge) exceeded the values at which Units
could have been redeemed by the amounts shown under "Summary of Essential
Financial Information" . 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 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 following
manner: if the Equity Securities are listed on a national securities exchange,
this evaluation is generally based on the closing sale prices on that exchange
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange, at the
closing bid prices. If the Equity Securities are not so listed or, if so
listed and the principal market therefore is other than on the exchange, the
evaluation shall generally be based on the current bid price on the
over-the-counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is
generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or 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 is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit.
Special Redemption and Rollover in New Trust. It is expected that a special
redemption will be made of all Units held by any Unitholder (a "Rollover
Unitholder" ) who affirmatively notifies the Trustee in writing that he
desires to rollover his Units by the Rollover Notification Date specified in
the "Summary of Essential Financial Information" .
All Units of Rollover Unitholders will be redeemed on the Special Redemption
Date and the underlying Securities will be distributed to the Distribution
Agent on behalf of the Rollover Unitholders. On the Special Redemption Date
(as set forth in "Summary of Essential Financial Information" ), the
Distribution Agent will be required to sell all of the underlying Securities
on behalf of Rollover Unitholders. The sales proceeds will be net of brokerage
fees, governmental charges or any expenses involved in the sales.
The Distribution Agent will attempt to sell the Securities as quickly as is
practicable on the Special Redemption Date. The Managing Underwriter and the
Sponsor do not anticipate that the period will be longer than one day given
that the Securities are usually highly liquid. However, certain of the factors
discussed under "Risk Factors" could affect the ability of the Sponsor
to sell the Securities and thereby affect the length of the sale period
somewhat. The liquidity of any Security depends on the daily trading volume of
the Security and the amount that the Sponsor has available for sale on any
particular day.
The Rollover Unitholders' proceeds will be invested in the next subsequent
Series of the Trust (the "1997 Trust" ), if then being offered, which
will contain a portfolio of common stocks of companies selected by the
Managing Underwriter. The proceeds of redemption will be used to buy 1997
Trust units in the portfolio as the proceeds become available.
The Managing Underwriter intends to create the 1997 Trust shortly prior to the
Special Redemption Date, dependent upon the availability and reasonably
favorable prices of the securities included in the 1997 Trust portfolio, and
it is intended that Rollover Unitholders will be given first priority to
purchase the 1997 Trust units. There can be no assurance, however, as to the
exact timing of the creation of the 1997 Trust units or the aggregate number
of 1997 Trust units which the Managing Underwriter will create. The Managing
Underwriter may, in its sole discretion, stop creating new units in a trust
portfolio at any time it chooses, regardless of whether all proceeds of the
Special Redemption have been invested on behalf of Rollover Unitholders. Cash
which has not been invested on behalf of the Rollover Unitholders in 1997
Trust units will be distributed shortly after the Special Redemption Date.
Any Rollover Unitholder may thus be redeemed out of the Trust and become a
holder of an entirely different unit investment trust in the 1997 Trust with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold on the Special
Redemption Date. In accordance with the Rollover Unitholders' offer to
purchase the 1997 Trust units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the 1997 Trust at the public
offering price, including the applicable sales charge per Unit.
This process of redemption and rollover into a new trust is intended to allow
for the fact that the portfolio selected by the Managing Underwriter is chosen
on the basis of growth potential only for a year, at which point a new
portfolio is chosen. It is contemplated that a similar process of redemption
and rollover in a new unit investment trust will be available for the 1997
Trust and each subsequent series of the Trust, approximately a year after that
Series' creation.
There can be no assurance that the redemption and rollover in the Trust will
avoid any negative market price consequences stemming from the trading of
large volumes of securities and of the underlying Securities. The above
procedures may be insufficient or unsuccessful in avoiding such price
consequences. In fact, market price trends may make it advantageous to sell or
buy more quickly or more slowly than permitted by these procedures.
It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Special Redemption and Rollover but, in certain circumstances,
will not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in the next subsequent Series of the Trust, no cash
would be distributed at that time to pay any taxes. Included in the cash for
the Special Redemption and Rollover will be any amount of cash attributable to
the last distribution of dividend income; accordingly, Rollover Unitholders
also will not have such cash distributed to pay any taxes. See "
Taxation" . Unitholders who do not inform the Distribution Agent that they
wish to have their Units so redeemed and liquidated will not realize capital
gains or losses due to the Special Redemption and Rollover and will not be
charged any additional sales charge.
The Managing Underwriter may for any reason, in its sole discretion, decide
not to sponsor the 1997 Trust or any subsequent Series of the Trust, without
penalty or incurring liability to any Unitholder. If the Managing Underwriter
so decides, the Managing Underwriter shall notify the Unitholders before the
Special Redemption Date would have commenced. The Managing Underwriter may
modify the terms of the 1997 Trust or any subsequent Series of the Trust. The
Managing Underwriter may also modify the terms of the Special Redemption and
Rollover in the 1997 Trust upon notice to the Unitholders prior to the
Rollover Notification Date specified in the related "Summary of Essential
Financial Information" .
TRUST ADMINISTRATION
Managing Underwriter Purchases of Units. The Trustee shall notify the Managing
Underwriter of any Units tendered 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 Managing Underwriter 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 Managing Underwriter 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. Traditional
methods of investment management for a managed trust typically involve
frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The Trust, however, will not be managed.
However, the Sponsor may (but need not) direct the Trustee to dispose of an
Equity Security if the issuer has defaulted on the payment on any of its
outstanding obligations or the credit worthiness or economic viability of the
issuer of the Equity Security in question is, in the opinion of the
Supervisor, seriously in doubt. 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. If offered such new or
exchanged securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired by the
Trust, they may be accepted for deposit in the Trust and either sold by the
Trustee or held in the Trust pursuant to the direction of the Sponsor (who may
rely on the advice of the Supervisor). Proceeds from the sale of Securities
(or any securities or other property received by the Trust in exchange for
Equity Securities) are credited to the Capital Account for distribution to
Unitholders, pay any accrued deferred sales charge, to meet redemptions or to
pay certain costs or expenses of the Trust. Except as stated under "Trust
Portfolio" for failed securities and as provided in this paragraph, the
acquisition by the Trust of any securities other than the Securities is
prohibited.
As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Supervisor, or if no
such designation has been made, in its own discretion, for the purpose of
redeeming Units of the Trust tendered for redemption and the payment of
expenses.
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 in the Trust. To the extent this is not
practicable, the composition and diversity of the Equity Securities in the
Trust 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 (except as provided in the Trust
Agreement). 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 representing 51% of the Units then outstanding,
provided that no such amendment or waiver will reduce the interest in such
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.
The Trust may be liquidated at any time by consent of Unitholders representing
66 2/3% of the Units then outstanding or by the Trustee when the value of the
Equity Securities owned by the Trust, as shown by any evaluation, is less than
that amount set forth under Minimum Termination Value in the "Summary of
Essential Financial Information" . 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 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 Sponsor, 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. The Sponsor shall direct the liquidation of the Securities in such
manner as to effectuate orderly sales and a minimal market impact. In the
event the Sponsor does not so direct, the Securities shall be sold within a
reasonable period and in such manner as the Trustee, in its sole discretion,
shall determine. At least 30 days before the Mandatory Termination Date the
Trustee will provide written notice of any termination 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 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 Securities in the Trust 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 Securities will be paid in cash. Unitholders with less than 2,500 Units,
Unitholders with 2,500 or more Units not requesting an In Kind Distribution
and Unitholders who do not elect the Rollover Option 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 Securities upon termination may
result in a lower amount than might otherwise be realized if such sale were
not required at such time. The Trustee will then distribute to each Unitholder
his pro rata share of the balance of the Income and Capital Accounts.
The Managing Underwriter currently intends to, but is not obligated to, offer
for sale units of a subsequent Series of the Trust pursuant to the Rollover
Option (see "Rights of Unitholders--Special Redemption and Rollover in New
Trust" ). There is, however, no assurance that units of any new Series 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 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 gross negligence (negligence in the case of
the Trustee) 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.
Managing Underwriter. Founded in 1934, Wheat First Butcher Singer provides
full-service brokerage, investment banking and asset-management services. The
firm is 100 percent owned by its employees and has over 100 offices with 2,800
associates in 17 states and the District of Columbia. Today, Wheat First has
more than $25 billion in client assets--making it one of the leading
securities brokerage and investment banking firms in the United States.
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. On June 21, 1996
VK/AC Holding, Inc., the indirect corporate parent of the Sponsor entered into
an Agreement and Plan of Merger among Morgan Stanley Group Inc., MSAM Holdings
II, Inc. and VK/AC Holding, Inc. will be the surviving corporation. MSAM
Acquisition Inc. is a wholly owned subsidiary of MSAM Holdings II, Inc.,
which, in turn, is a wholly owned subsidiary of Morgan Stanley Group Inc.
Subject to a number of conditions being met, it is currently anticipated that
a closing will occur in November of 1996. Thereafter, VK/AC Holding, Inc. and
its affiliated entities, including the Sponsor shall be part of the Morgan
Stanley Group Inc. Van Kampen American Capital Distributors, Inc. specializes
in the underwriting and distribution of unit investment trusts and mutual
funds with roots in money management dating back to 1926. 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 March
31, 1996 the total stockholders' equity of Van Kampen American Capital
Distributors, Inc. was $123,020,000 (unaudited). (This paragraph relates only
to the Sponsor and not to the Managing Underwriter, the Trust or to any Series
thereof. 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.)
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 Trusts 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 held
by, every Unitholder of the Trust. 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. Kroll & Tract has acted as counsel for the Trustee.
Independent Certified Public Accountants. The statement of condition and the
related securities portfolio at the Initial Date of Deposit 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 American Capital Equity Opportunity Trust,
Series 37 (Wheat First Strategic Opportunity Unit Trust, Series 1):
We have audited the accompanying statement of condition and the related
portfolio of Van Kampen American Capital Equity Opportunity Trust, Series 37
(Wheat First Strategic Opportunity Unit Trust, Series 1) as of July 29, 1996.
The statement of condition and portfolio are the responsibility of 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 irrevocable letters of credit deposited to
purchase securities by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
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 American Capital
Equity Opportunity Trust, Series 37 (Wheat First Strategic Opportunity Unit
Trust, Series 1) as of July 29, 1996, in conformity with generally accepted
accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
July 29, 1996
<TABLE>
WHEAT FIRST STRATEGIC OPPORTUNITY UNIT TRUST, SERIES 1
STATEMENT OF CONDITION
As of July 29, 1996
<CAPTION>
INVESTMENT IN SECURITIES
<S> <C>
Contracts to purchase Securities <F1>...........$
Organizational costs <F2>.......................
Total..........................................$
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--...................................
Accrued organizational costs <F2>..............$
Deferred sales charge liability <F3>...........
Interest of Unitholders-- ......................
Cost to investors <F4>.........................
Less: Gross underwriting commission <F4><F5>...
Net interest to Unitholders <F4>...............
Total..........................................$
<FN>
<F1>The aggregate value of the Securities listed under "Portfolio" herein
and their cost to the Trust are the same. The value of the Securities is
determined by Interactive Data Corporation on the bases set forth under "
Public Offering--Offering Price" . The contracts to purchase Securities are
collateralized by a letter of credit of $_____ which has been deposited with
the Trustee.
<F2>The Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized to interest to Unitholders over the life of the
Trust. Organizational costs have been estimated based on a projected Trust
size of $_____. To the extent the Trust is larger or smaller, the estimate
will vary.
<F3>Represents the amount of mandatory distributions from the Trust on the bases
set forth under "Public Offering" .
<F4>The aggregate public offering price and the aggregate initial sales charge are
computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor and Managing Underwriter Compensation"
and assume all single transactions involve less than 5,000 Units or $50,000.
For single transactions involving 5,000 or more Units or $50,000 or more, the
sales charge is reduced (see "Public Offering--General" ) resulting in
an equal reduction in both the Cost to investors and the Gross underwriting
commission while the Net interest to Unitholders remains unchanged.
<F5>Assumes the maximum sales charge.
</TABLE>
<TABLE>
WHEAT FIRST STRATEGIC OPPORTUNITY UNIT TRUST, SERIES 1
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 37)
as of the Initial Date of Deposit: July 29, 1996
<CAPTION>
Estimated
Market Value Annual Cost of
Number of per Share Dividends per Securities to
Shares Name of Issuer <F1> <F2> Share <F2> Trust <F2>
<S> <C> <C> <C> <C>
NOTES TO PORTFOLIO
<FN>
<F1>All of the Securities are represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned to
the Trustee all of its right, title and interest in and to such Securities.
Contracts to acquire Securities were entered into on July _____, 1996 and are
expected to settle on July _____, 1996. (see "The Trust" ).
<F2>The market value of each of the Equity Securities is based on the closing sale
price of each listed Security on the applicable exchange, or on the asked
price if not so listed, on the day prior to the Initial Date of Deposit.
Estimated annual dividends are based on the most recently declared dividends.
Other information regarding the Securities in the Trust, as of the Initial
Date of Deposit is as follows:
</TABLE>
<TABLE>
<CAPTION>
Aggregate
Cost To Profit (Loss) Estimated
Managing To Managing Annual
Underwriter Underwriter Dividends
<S> <C> <C>
$ $ $
</TABLE>
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
Trust, the Sponsor or the Managing Underwriter. 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>
TABLE OF CONTENTS
<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial Information...........
Fee Table............................................
The Trust............................................
Objectives and Securities Selection..................
Trust Portfolio......................................
Risk Factors.........................................
Taxation.............................................
Trust Operating Expenses.............................
Public Offering......................................
Rights of Unitholders................................
Trust Administration.................................
Other Matters........................................
Report of Independent Certified Public Accountants...
Statement of Condition ..............................
Portfolio............................................
Notes to Portfolio...................................
</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
July 29, 1996
WHEAT FIRST BUTCHER
SINGER OPPORTUNITY
GROWTH TRUST, SERIES 1
Van Kampen American Capital Equity Opportunity Trust, Series 37
Riverfront Plaza
901 East Byrd Street
Richmond, Virginia 23219
Please retain this Prospectus for future reference.
This Amendment of Registration Statement comprises the following
papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants and legal counsel
The following exhibits:
1.1 Copy of Trust Agreement (to be filed by amendment).
3.1 Opinion and consent of counsel as to legality of securities being
registered (to be filed by amendment).
4.1 Consent of Interactive Data Corporation (to be filed by amendment).
4.2 Consent of Independent Certified Public Accountants (to be filed by
amendment).
Financial Data Schedule (to be filed by amendment).
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
37 has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago and State of Illinois on the 10th day of July, 1996.
Van Kampen American Capital Equity
Opportunity Trust, Series 37
(Registrant)
By Van Kampen American Capital
Distributors, Inc.
(Depositor)
Sandra A. Waterworth
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on July 10, 1996.
Signature Title
Don G. Powell Chairman, Chief Executive )
Officer )
William R. Rybak Senior Vice President and )
Chief Financial Officer )
Ronald A. Nyberg Director )
William R. Molinari Director ) 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 and
Investors' Quality Tax-Exempt Trust, Multi-Series 203 (File No. 33-65744)
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.
