File No. 333-26803
CIK #897180
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 Insured
Income Trust, Series 67
B. Name of Depositor: Van Kampen American Capital
Distributors, Inc.
C. Complete address of One Parkview Plaza
Depositor's principal Oakbrook Terrace, Illinois 60181
executive offices:
D. Name and complete address of agents for
service:
Chapman And Cutler Van Kampen American Capital
Attention: Mark J. Kneedy Distributors, Inc.
111 West Monroe Street Attention: Don G. Powell, Chairman
Chicago, Illinois 60603 One Parkview Plaza
Oakbrook Terrace, Illinois 60181
E. Title and amount of securities being registered: 13,560* Units
F. Proposed maximum offering price to the public of the securities being
registered:
($1010 per Unit**): $13,695,600
G. Amount of filing fee, computed at one thirty-third of 1 percent of
proposed maximum aggregate offering price to the public: $4,150.18
($306.06 previously paid)
H. Approximate date of proposed sale to the public:
As Soon As Practicable After the Effective Date of the
Registration Statement
X Check box if it is proposed that this filing will become effective
on May 14, 1997 at 2:00 P.M. pursuant to Rule 487.
* 9,040 Units registered for primary distribution
4,520 Units registered for resale by Depositor of Units previously
sold in primary distribution.
** Estimated solely for the purpose of calculating the registration
fee.
Van Kampen American Capital Insured Income Trust,
Series 67
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 )
(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 ) Underwriting
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 rights of) Insurance on the Obligations
security holders ) Tax Status
) Public Offering
) Rights of Unitholders
) Trust Administration
11. Type of securities comprising units) Prospectus Front Cover Page
) The Trust
) Trust Portfolio
) 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
) Estimated Current Return and
) Estimated Long-Term Return
) 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
) Estimated Current Returns and
) Estimated Long-Term Returns
) Insurance on the Obligations
) 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; Underwriting
(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 )
45. Suspension of redemption rights ) *
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
) Insurance on the Obligations
VII. Policy of Registrant
52. (a) Provisions of trust agree- ) Trust Administration
ment with respect to )
replacement or elimination )
portfolio securities )
(b) Transactions involving ) *
elimination of underlying )
securities )
(c) Policy regarding substitu- ) Trust Administration
tion or elimination of )
underlying securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax Status of trust ) Tax Status
VIII. Financial and Statistical Information
54. Trust's securities during ) *
last ten years )
55.)
56.) Certain information regarding ) *
57.) periodic payment certificates )
58.)
59. Financial Statement (Instructions ) Report of Independent Certified
1(c) to Form S-6) ) Public Accountants
) Statement of Condition
______________________________________________
* Inapplicable, omitted, answer negative or not required
May 14, 1997
Van Kampen American Capital
Van Kampen American Capital Insured Income Trust, Series 67
The Trust. The Trust initially consists of delivery statements relating to
contracts to purchase debt obligations and, thereafter, will consist of a
$9,045,000 aggregate principal amount portfolio principally comprised of
long-term corporate, taxable municipal or U.S. government debt obligations.
The Trust is comprised of 9,040 Units.
Attention Foreign Investors. If you are not a United States citizen or
resident, your interest income from the Trust may not be subject to Federal
withholding taxes if certain conditions are met. See "Tax Status" .
Investment Objective of the Trust. The investment objective of the Trust is a
high level of current income consistent with preservation of capital through a
diversified investment in a fixed portfolio principally consisting of
long-term corporate and taxable municipal debt securities issued after July
18, 1984 (the "Obligations" ). See "Investment Objectives and
Portfolio Selection" . There is no assurance that the Trust will achieve
its objective. The payment of interest and the preservation of principal is,
of course, dependent upon the continuing ability of the issuers and/or
obligors of the Obligations and of the insurer thereof to meet their
respective obligations.
The Trust and "AAA" Rating. Insurance guaranteeing the payments of
principal and interest, when due, on the Obligations in the portfolio of the
Trust has been obtained from an insurance company either by the Trust or by
the issuer of the Obligations involved, by a prior owner of the Obligations or
by the Sponsor prior to the deposit of such Obligations in the Trust. See "
Insurance on the Obligations" on page 12. Insurance obtained by the Trust
applies only while the Obligations involved are retained in such Trust while
insurance obtained on Preinsured Obligations is effective so long as such
Obligations are outstanding. The Trustee, upon the sale of an Obligation
insured under an insurance policy obtained by the Trust, has a right to obtain
from the insurer involved permanent insurance for such Obligation upon the
payment of a single predetermined insurance premium and any expenses related
thereto from the proceeds of the sale of such Obligation. It should be noted
that the insurance, in either case, relates only to the Obligations in the
Trust and not to the Units offered hereby or to the market value thereof. As a
result of such insurance, the Units of the Trust have received a rating of
"AAA" by Standard & Poor's, A Division of the McGraw-Hill Companies
("Standard & Poor's" ). Standard & Poor's has indicated that this
rating is not a recommendation to buy, hold or sell Units nor does it take
into account the extent to which expenses of the Trust or sales by the Trust
of Obligations for less than the purchase price paid by the Trust will reduce
payment to Unitholders of the interest and principal required to be paid on
such Obligations. See "Insurance on the Obligations" . No
representation is made as to any insurer's ability to meet its commitments.
Public Offering Price. The Public Offering Price of the Units of the Trust
during the initial offering period includes the aggregate offering price of
the Obligations in the Trust's portfolio, an applicable sales charge, cash, if
any, in the Principal Account held or owned by the Trust, and accrued
interest, if any. After the initial public offering period, the secondary
market Public Offering Price of the Trust will include the aggregate bid price
of the Obligations in the Trust, an applicable sales charge, cash, if any, in
the Principal Account held or owned by the Trust, and accrued interest, if
any. If the Obligations in the Trust were available for direct purchase by
investors, the purchase price of the Obligations would not include the sales
charge included in the Public Offering Price of the Units. During the initial
offering period, the sales charge is reduced on a graduated scale for sales
involving 100 or more Units. If Units were available for purchase at 8:00 A.M.
Central Time on the Date of Deposit, the Public Offering Price per Unit would
have been that amount set forth in the "Summary of Essential Financial
Information" for the Trust. The minimum purchase requirement is one Unit
except for certain transactions described under "Trust
Administration--Unit Distributions" . See "Public Offering" .
Units of the Trust are not insured by the FDIC, are not deposits or other
obligations of, or guaranteed by, any depository institution or any government
agency and are subject to investment risk, including possible loss of the
principal amount invested.
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.
Estimated Current Return and Estimated Long-Term Return. The Estimated Current
Return and Estimated Long-Term Return to Unitholders were as set forth under
"Summary of Essential Financial Information" . The methods of
calculating Estimated Current Return and Estimated Long-Term Return are set
forth in the footnotes to the "Summary of Essential Financial
Information" and under "Estimated Current Return and Estimated
Long-Term Return" .
Distribution Options. Purchasers of Units who desire to receive distributions
on a monthly or semi-annual basis may elect to do so at the time of settlement
during the initial public offering period. See "Rights of
Unitholders--Change of Distribution Option" . The plan of distribution
selected by such purchasers will remain in effect until changed. Those
indicating no choice will be deemed to have chosen the monthly distribution
plan. Record dates for monthly distributions will be the tenth day of each
month and record dates for semi-annual distributions will be the tenth day of
the months indicated under "Per Unit Information" . Distributions will
be made on the twenty-fifth day of the month subsequent to the respective
record dates. The first distribution of funds from the Principal Account, if
any, will be made on December 25, 1997 to Unitholders of record on December
10, 1997, and thereafter such distributions will be made on a semi-annual
basis, except under certain special circumstances (see "Rights of
Unitholders--Distributions of Interest and Principal" ).
Market for Units. Although not obligated to do so, the Sponsor, Van Kampen
American Capital Distributors, Inc., intends to, and certain of the other
Underwriters may, maintain a secondary market for the Units at prices based
upon the aggregate bid price of the Obligations in the portfolio of the Trust
plus interest accrued to the date of settlement; however, during the initial
offering period such prices will be based upon the aggregate offering prices
of the Obligations plus interest accrued to the date of settlement. If such a
market is not maintained and no other over-the-counter market is available, a
Unitholder will be able to dispose of his Units only through redemption at
prices based upon the bid prices of the underlying Obligations plus interest
accrued to the date of settlement (see "Rights of Unitholders--Redemption
of Units" ). Neither the bid nor offering prices of the underlying
Obligations or of the Units, absent situations in which Obligations are in
default in payment of principal or interest or in significant risk of such
default, include value, if any, attributable to the insurance obtained by the
Trust. See "Public Offering--Public Market" .
Reinvestment Option. Unitholders of any Van Kampen American Capital-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase units of any other Van Kampen American Capital trust in the initial
offering period accepting rollover investments subject to a reduced sales
charge to the extent stated in the related prospectus (which may be deferred
in certain cases). Unitholders have the opportunity to have their
distributions reinvested into an open-end, management investment company as
described herein. Foreign investors should note, however, that any interest
distributions resulting from such a reinvestment program will be subject to
U.S. Federal income taxes, including withholding taxes. See "Rights of
Unitholders--Reinvestment Option" .
Risk Factors. An investment in Units of the Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the inability of the issuer or an insurer to pay the principal of or
interest on a bond when due, volatile interest rates, early call provisions
and general economic conditions. See "Risk Factors" .
<TABLE>
VAN KAMPEN AMERICAN CAPITAL INSURED INCOME TRUST, SERIES 67
Summary of Essential Financial Information
As of 8:00 A.M. Central Time on the Date of Deposit:
May 14, 1997
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>
Principal Amount (Par Value) of Obligations................................................ $ 9,045,000
Number of Units ........................................................................... 9,040
Fractional Undivided Interest in the Trust per Unit........................................ 1/9,040
Principal Amount (Par Value) of Obligations per Unit <F1><F2>.............................. $ 1,000.55
Public Offering Price: ....................................................................
Aggregate Offering Price of Obligations in Portfolio...................................... $ 8,597,076
Aggregate Offering Price of Obligations per Unit.......................................... $ 951.00
Sales Charge 4.9% (5.152% of the Aggregate Offering Price of the Obligations) per Unit ... $ 49.00
Public Offering Price per Unit <F3>....................................................... $ 1,000.00
Redemption Price per Unit.................................................................. $ 946.14
Secondary Market Repurchase Price per Unit................................................. $ 951.00
Excess of Public Offering Price per Unit Over Redemption Price per Unit.................... $ 53.86
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit....... $ 4.86
Minimum Value of the Trust under which the Trust Agreement may be terminated............... $ 1,809,000
Annual Portfolio Insurance Premium......................................................... $ 5,460
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Minimum Principal Distribution....... $1.00 per Unit
First Settlement Date................ May 19, 1997
Evaluator's Annual Supervisory Fee... Maximum of $0.25 per Unit
Evaluator's Annual Evaluation Fee.... $0.30 per $1,000 principal amount of Obligations
</TABLE>
Evaluations for purpose of sale, purchase or redemption of Units are made as of
4:00 P.M. Eastern time on days of trading on the New York Stock Exchange next
following receipt of an order for a sale or purchase of Units or receipt by The
Bank of New York of Units tendered for redemption.
<TABLE>
<CAPTION>
Semi-
Per Unit Information: Monthly Annual
---------- ----------
<S> <C> <C>
Calculation of Estimated Net
Annual Unit Income:
Estimated Annual Interest Income per Unit.......................... $ 73.27 $ 73.27
Less: Estimated Annual Expense per Unit <F4>....................... $ 2.37 $ 1.96
Less: Annual Premium on Portfolio Insurance per Unit............... $ .60 $ .60
Estimated Net Annual Interest Income per Unit...................... $ 70.30 $ 70.71
Calculation of Estimated Interest Earnings Per Unit:
Estimated Net Annual Interest Income per Unit...................... $ 70.30 $ 70.71
Divided by 12 and 2, respectively.................................. $ 5.85 $ 35.35
Estimated Daily Rate of Net Interest Accrual per Unit............... $ .19527 $ .19641
Estimated Current Return Based on Public Offering Price <F5><F6><F7> 7.03% 7.07%
Estimated Long-Term Return <F5><F6><F7>............................. 7.11% 7.16%
Estimated Initial Monthly Distribution (June 1997).................. $ 4.10
Estimated Initial Semi-annual Distribution (June 1997).............. $ 4.12
Estimated Normal Distribution per Unit <F7>......................... $ 5.85 $ 35.35
Trustee's Annual Fee............$.91 and $.51 per $1,000 principal amount of Obligations,
respectively, for those portions of the Trust under the
monthly and semi-annual distribution plans
Record and Computation Dates....TENTH day of the month as follows: monthly--each month;
semi-annual--June and December
Distribution Dates..............TWENTY-FIFTH day of each month as follows: monthly--each
month; semi-annual--June and December commencing June 25, 1997
- ----------
<FN>
<F1>Because certain of the Securities may from time to time under certain
circumstances be sold or redeemed or will be called or mature in accordance
with their terms (including the call or sale of zero coupon bonds at prices
less than par value), there is no guarantee that the value of each Unit at the
Trust's termination will be equal to the Principal Amount (Par Value) of
Securities per Unit stated above.
<F2>Many unit investment trusts issue a number of units such that each unit
represents approximately $1,000 principal amount of underlying securities. In
determining the number of Units for this Trust, however, the Sponsor has
elected not to follow this format but rather to provide that number of Units
which will establish as close as possible as of the Date of Deposit a Public
Offering Price per Unit of $1,000.
<F3>Anyone ordering Units for settlement after the First Settlement Date will pay
accrued interest from such date to the date of settlement (normally three
business days after order) less distributions from the Interest Account
subsequent to the First Settlement Date. For purchases settling on the First
Settlement Date, no accrued interest will be added to the Public Offering
Price. After the initial offering period, the Sponsor's Repurchase Price per
Unit will be determined as described under the caption "Public
Offering--Public Market."
<F4>Excluding insurance costs. The Estimated Annual Expenses are expected to
fluctuate periodically (see "Trust Operating Expenses--Miscellaneous
Expenses" ).
<F5>The Estimated Current Returns and Estimated Long-Term Returns are increased
for transactions entitled to a reduced sales charge (see "Public
Offering--General" ).
<F6>The Estimated Current Returns are calculated by dividing the Estimated Net
Annualized Interest Income per Unit by the Public Offering Price. The
Estimated Net Annual Interest Income per Unit will vary with changes in fees
and expenses of the Trustee and the Evaluator and with the principal
prepayment, redemption, maturity, exchange or sale of Obligations while the
Public Offering Price will vary with changes in the offering price of the
underlying Obligations; therefore, there is no assurance that the present
Estimated Current Returns indicated above will be realized in the future. The
Estimated Long-Term Returns are calculated using a formula which (1) takes
into consideration, and determines and factors in the relative weightings of,
the market values, yields (which takes into account the amortization of
premiums and the accretion of discounts) and estimated retirements of all of
the Obligations in each Trust and (2) takes into account the expenses and
sales charge associated with each Trust Unit. Since the market values and
estimated retirements of the Obligations and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in future. The Estimated Current Returns and
Estimated Long-Term Returns are expected to differ because the calculation of
the Estimated Long-Term Return reflects the estimated date and amount of
principal returned while the Estimated Current Return calculation includes
only net annual interest income and Public Offering Price. Neither rate
reflects the true return to Unitholders which may be lower because of a
possible delay in the first payment to Unitholders.
<F7>These figures are based on per Unit cash flows. Estimated cash flows will vary
with changes in fees and expenses, with changes in current interest rates and
with the principal prepayment, redemption, maturity, call, exchange or sale of
the underlying Obligations. The estimated cash flows for the Trust are set
forth under "Estimated Cash Flows to Unitholders" .
</TABLE>
THE TRUST
- --------------------------------------------------------------------------
Van Kampen American Capital Insured Income Trust, Series 67 (the "
Trust" ) was created under the laws of the State of New York pursuant to a
Trust Agreement (the "Trust Agreement" ), dated the Date of Deposit,
with Van Kampen American Capital Distributors, Inc., as Sponsor, American
Portfolio Evaluation Services, a division of Van Kampen American Capital
Investment Advisory Corp., as Evaluator, and The Bank of New York, as Trustee.
The Trust may be an appropriate medium for investors who desire to participate
in a portfolio of long-term taxable fixed income securities issued after July
18, 1984 with greater diversification than they might be able to acquire
individually. Diversification of the Trust's assets will not eliminate the
risk of loss always inherent in the ownership of securities. For a breakdown
of the portfolio see "Trust Portfolio" . In addition, securities of the
type initially deposited in the portfolio of the Trust are often not available
in small amounts and may, in the case of any privately placed securities, be
available only to institutional investors.
On the Date of Deposit, the Sponsor deposited with the Trustee the Obligations
indicated under "Portfolio" herein, including delivery statements
relating to contracts for the purchase of certain such obligations and
irrevocable letters of credit issued by a financial institution in the
aggregate amount required for such purchases (the "Obligations" ).
Thereafter, the Trustee, in exchange for the Obligations so deposited,
delivered to the Sponsor the certificates evidencing the ownership of 9,040
Units of the Trust. Unless otherwise terminated as provided therein, the Trust
Agreement will terminate at the end of the calendar year prior to the fiftieth
anniversary of its execution. All of the Obligations in the Trust are
long-term debt instruments with maturities ranging from 2014 to 2033. The
dollar weighted average life of the Obligations in the Trust is 28 years.
Each Unit initially offered represents a 1/9,040 undivided interest in the
Trust. To the extent that any Units are redeemed by the Trustee, the
fractional undivided interest in the Trust represented by each unredeemed Unit
will increase, although the actual interest in the Trust represented by such
fraction will remain unchanged. Units will remain outstanding until redeemed
upon tender to the Trustee by Unitholders, which may include the Sponsor or
the Underwriters, or until the termination of the Trust Agreement.
INVESTMENT OBJECTIVE AND PORTFOLIO SELECTION
- --------------------------------------------------------------------------
The investment objective of the Trust is to provide a high level of current
income consistent with safety of principal by investing in a professionally
selected portfolio consisting of long-term corporate, taxable municipal debt
or government obligations issued after July 18, 1984.
Insurance guaranteeing the timely payment, when due, of all principal and
interest on the Obligations in the Trust has been obtained by such Trust from
either AMBAC Indemnity Corporation ("AMBAC Indemnity" ), Capital
Markets Assurance Corporation ("CapMAC" ) or a combination thereof
(collectively, the "Portfolio Insurers" ), or by the issuer of such
Obligations, by a prior owner of such Obligations, or by the Sponsor prior to
the deposit of such Obligations in such Trust from (1) AMBAC Indemnity or one
of its subsidiaries, American Municipal Bond Assurance Corporation ("
AMBAC" ) or MGIC Indemnity Corporation ("MGIC Indemnity" ), (2)
Financial Guaranty Insurance Company ("Financial Guaranty" ), (3) MBIA
Insurance Corporation ("MBIA" ), (4) Bond Investors Guaranty Insurance
Company ("BIG" ), (5) National Union Fire Insurance Company of
Pittsburgh, PA ("National Union" ), (6) Financial Security Assurance of
Maryland Inc. ("FSA Maryland" ), (7) CapMAC and/or (8) Financial
Security Assurance Inc. ("Financial Security" or "FSA" )
(collectively, the "Preinsured Obligation Insurers" ) (see "
Insurance on the Obligations" ). The Portfolio Insurers and the Preinsured
Obligation Insurers are collectively referred to herein as the "
Insurers" . Insurance obtained by a Trust is effective only while the
Obligations thus insured are held in such Trust. The Trustee has the right to
acquire permanent insurance from a Portfolio Insurer with respect to each
Obligation insured by the respective Portfolio Insurer under a Trust portfolio
insurance policy. Insurance relating to Obligations insured by the issuer, by
a prior owner of such Obligations or by the Sponsor is effective so long as
such Obligations are outstanding. Obligations insured under a policy of
insurance obtained by the issuer, by a prior owner of such Bonds or by the
Sponsor from one of the Preinsured Obligation Insurers (the "Preinsured
Obligations" ) are not additionally insured by the Trust. No representation
is made as to any insurer's ability to meet its commitments.
Neither the Public Offering Price nor any evaluation of Units for purposes of
repurchases or redemptions reflects any element of value for the insurance
obtained by the Trust unless Obligations are in default in payment of
principal or interest or in significant risk of such default. See "Public
Offering--Offering Price" .
In order for Obligations to be eligible for insurance, they must have credit
characteristics which would qualify them for at least the Standard & Poor's
rating of "BBB-" or at least the Moody's Investors Service, Inc.
rating of "Baa" , which in brief represent the lowest ratings for
securities of investment grade (see "Description of Obligation Ratings"
). Insurance is not a substitute for the basic credit of an issuer, but
supplements the existing credit and provides additional security therefor. If
an issue is accepted for insurance, a non-cancellable policy for the prompt
payment of interest and principal on the Obligations, when due, is issued by
the insurer. A monthly premium is paid by the Trust for the insurance obtained
by it. The Trustee has the right to obtain permanent insurance from a
Portfolio Insurer in connection with the sale of an Obligation insured under
the insurance policy obtained from the respective Portfolio Insurer by a Trust
upon the payment of a single predetermined insurance premium from the proceeds
of the sale of such Obligation. Accordingly, any Obligation in a Trust is
eligible to be sold on an insured basis. All Obligations insured by a
Portfolio Insurer or by a Preinsured Obligation Insurer receive a "AAA"
rating by Standard & Poor's. Standard & Poor's describes securities it rates
"AAA" as having "the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong." See "Insurance on the Obligations" .
In selecting Obligations for the Trust, the following facts, among others,
were considered by the Sponsor: (a) the prices of the Obligations relative to
other obligations of comparable quality and maturity, (b) the diversification
of Obligations as to purpose of issue and location of issuer, (c) the
availability and cost of insurance for the prompt payment of principal and
interest on the Obligations and (d) whether the debt obligations were issued
after July 18, 1984.
TRUST PORTFOLIO
- --------------------------------------------------------------------------
Portfolio. Series 67 consists of 14 issues, 9 of which have been issued by
municipalities, 4 of which have been issued by public utilities and one of
which is a U.S. Treasury bond.
Replacement Obligations. Because certain of the Obligations in the Trust may
from time to time under certain circumstances be sold or redeemed or will
mature in accordance with their terms 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. Neither the Sponsor nor the Trustee shall be
liable in any way for any default, failure or defect in any Obligation. In the
event of a failure to deliver any Obligation that has been purchased for the
Trust under a contract, including those securities purchased on a "when,
as and if issued" basis ("Failed Obligations" ), the Sponsor is
authorized under the Trust Agreement to direct the Trustee to acquire other
securities ("Replacement Obligations" ) to make up the original corpus
of the affected Trust.
The Replacement Obligations must be purchased within 20 days after delivery of
the notice of the failed contract and the purchase price (exclusive of accrued
interest) may not exceed the amount of funds reserved for the purchase of the
Failed Obligations. The Replacement Obligations shall (i) be long-term
corporate or taxable municipal bonds, debentures, notes or other straight debt
obligations (whether secured or unsecured and whether senior or subordinated)
without equity or other conversion features, with fixed maturity dates
substantially the same as those of the Failed Obligations having no warrants
or subscription privileges attached; (ii) be payable in United States
currency; (iii) not be when, as and if issued obligations or restricted
securities; (iv) be issued after July 18, 1984 if interest thereon is United
States source income; (v) be issued or guaranteed by an issuer subject to or
exempt from the reporting requirements under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (or similar provisions of law) or in effect
guaranteed, directly or indirectly, by means of a lease agreement, agreement
to buy securities, services or products, or other similar commitment of the
credit of such an issuer to the payment of the substitute Obligations; (vi)
not cause the Units of the Trust to cease to be rated AAA by Standard &
Poor's; and (vii) be eligible for (and when acquired be insured under) the
insurance obtained by the Trust. Whenever a Replacement Obligation has been
acquired for the Trust, the Trustee shall, within five days thereafter, notify
all Unitholders of such Trust of the acquisition of the Replacement Obligation
and shall, on the next monthly distribution date which is more than 30 days
thereafter, make a pro rata distribution of the amount, if any, by which the
cost to the affected Trust of the Failed Obligation exceeded the cost of the
Replacement Obligation plus accrued interest. Once the original corpus of a
Trust is acquired, the Trustee will have no power to vary the investment of
the Trust; i.e., the Trust will have no managerial power to take advantage of
market variations to improve a Unitholder's investment.
If the right of limited substitution described in the preceding paragraph
shall not be utilized to acquire Replacement Obligations in the event of a
failed contract, the Sponsor will refund the sales charge attributable to such
Failed Obligations to all Unitholders of the affected Trust and distribute the
principal and accrued interest (at the coupon rate of such Failed Obligations
to the date the Failed Obligations are removed from the Trust) attributable to
such Failed Obligations not more than 30 days after such removal or such
earlier time as the Trustee in its sole discretion deems to be in the interest
of the Unitholders. In the event a Replacement Obligation should not be
acquired by a Trust, the Estimated Net Annual Interest Income per Unit for the
Trust would be reduced and the Estimated Current Return and the Estimated
Long-Term Return thereon might be lowered. In addition, Unitholders should be
aware that they may not be able at the time of receipt of such principal to
reinvest such proceeds in other securities at a yield equal to or in excess of
the yield which such proceeds were earning to Unitholders in the affected
Trust.
Redemption of Obligations. Certain of the Obligations in the Trust are subject
to redemption prior to their stated maturity date pursuant to sinking fund
provisions, call provisions or extraordinary optional or mandatory redemption
provisions or otherwise. A sinking fund is a reserve fund accumulated over a
period of time for retirement of debt. A callable debt obligation is one which
is subject to redemption or refunding prior to maturity at the option of the
issuer. A refunding is a method by which a debt obligation is redeemed, at or
before maturity, by the proceeds of a new debt obligation. In general, call
provisions are more likely to be exercised when the offering side valuation is
at a premium over par than when it is at a discount from par. The exercise of
redemption or call provisions will (except to the extent the proceeds of the
called Obligations are used to pay for Unit redemptions) result in the
distribution of principal and may result in a reduction in the amount of
subsequent interest distributions and it may also offset the current return on
Units of the Trust involved. The portfolio contains a listing of the sinking
fund and call provisions, if any, with respect to each of the Obligations.
Extraordinary optional redemptions and mandatory redemptions result from the
happening of certain events. Generally, events that may permit the
extraordinary optional redemption of Obligations or may require the mandatory
redemption of Obligations include, among others: the substantial damage or
destruction by fire or other casualty of the project for which the proceeds of
the Obligations were used; an exercise by a local, state or Federal
governmental unit of its power of eminent domain to take all or substantially
all of the project for which the proceeds of the Obligations were used;
changes in the economic availability of raw materials, operating supplies or
facilities or technological or other changes which render the operation of the
project for which the proceeds of the Obligations were used uneconomical;
changes in law or an administrative or judicial decree which renders the
performance of the agreement under which the proceeds of the Obligations were
made available to finance the project impossible or which creates unreasonable
burdens or which imposes excessive liabilities, such as taxes, not imposed on
the date the Obligations are issued on the issuer of the Obligations or the
user of the proceeds of the Obligations; an administrative or judicial decree
which requires the cessation of a substantial part of the operations of the
project financed with the proceeds of the Obligations; an overestimate of the
costs of the project to be financed with the proceeds of the Obligations
resulting in excess proceeds of the Obligations which may be applied to redeem
Obligations; or an underestimate of a source of funds securing the Obligations
resulting in excess funds which may be applied to redeem Obligations. The
Sponsor is unable to predict all of the circumstances which may result in such
redemption of an issue of Obligations. See "Portfolio" for the Trust
and footnote (3) in "Notes to Portfolio" .
RISK FACTORS
- --------------------------------------------------------------------------
Public Utility Issues. Approximately 44% of the aggregate principal amount of
the Obligations in the Trust are obligations of public utility issuers. In
view of this an investment in the Trust should be made with an understanding
of the characteristics of such issuers and the risks which such an investment
may entail. General problems of such issuers would include the difficulty in
financing large construction programs in an inflationary period, the
limitations on operations and increased costs and delays attributable to
environmental considerations, the difficulty of the capital market in
absorbing utility debt, the difficulty in obtaining fuel at reasonable prices
and the effect of energy conservation. All of such issuers have been
experiencing certain of these problems in varying degrees. In addition,
Federal, state and municipal governmental authorities may from time to time
review existing, and impose additional, regulations governing the licensing,
construction and operation of nuclear power plants, which may adversely affect
the ability of the issuers of certain of the Obligations in the portfolio to
make payments of principal and/or interest on such Obligations.
Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged and
the appropriate rate of return on an approved asset base, which must be
approved by the state commissions. Certain utilities have had difficulty from
time to time in persuading regulators, who are subject to political pressures,
to grant rate increases necessary to maintain an adequate return on investment
and voters in many states have the ability to impose limits on rate
adjustments (for example, by initiative or referendum). Any unexpected
limitations could negatively affect the profitability of utilities whose
budgets are planned far in advance. Also, changes in certain accounting
standards currently under consideration by the Financial Accounting Standards
Board could cause significant write-downs of assets and reductions in earnings
for many investor-owned utilities. In addition, gas pipeline and distribution
companies have had difficulties in adjusting to short and surplus energy
supplies, enforcing or being required to comply with long-term contracts and
avoiding litigation from their customers, on the one hand, or suppliers, on
the other.
Certain of the issuers of the Obligations in the Trust may own or operate
nuclear generating facilities. Governmental authorities may from time to time
review existing, and impose additional, requirements governing the licensing,
construction and operation of nuclear power plants. Nuclear generating
projects in the electric utility industry have experienced substantial cost
increases, construction delays and licensing difficulties. These have been
caused by various factors, including inflation, high financing costs, required
design changes and rework, allegedly faulty construction, objections by groups
and governmental officials, limits on the ability to finance, reduced
forecasts of energy requirements and economic conditions. This experience
indicates that the risk of significant cost increases, delays and licensing
difficulties remains present through to completion and achievement of
commercial operation of any nuclear project. Also, nuclear generating units in
service have experienced unplanned outages or extensions of scheduled outages
due to equipment problems or new regulatory requirements sometimes followed by
a significant delay in obtaining regulatory approval to return to service. A
major accident at a nuclear plant anywhere, such as the accident at a plant in
Chernobyl, could cause the imposition of limits or prohibitions on the
operation, construction or licensing of nuclear units in the United States.
Other general problems of the gas, water, telephone and electric utility
industry (including state and local joint action power agencies) include
difficulty in obtaining timely and adequate rate increases, difficulty in
financing large construction programs to provide new or replacement facilities
during an inflationary period, rising costs of rail transportation to
transport fossil fuels, the uncertainty of transmission service costs for both
interstate and intrastate transactions, changes in tax laws which adversely
affect a utility's ability to operate profitably, increased competition in
service costs, recent reductions in estimates of future demand for electricity
and gas in certain areas of the country, restrictions on operations and
increased cost and delays attributable to environmental considerations,
uncertain availability and increased cost of capital, unavailability of fuel
for electric generation at reasonable prices, including the steady rise in
fuel costs and the costs associated with conversion to alternate fuel sources
such as coal, availability and cost of natural gas for resale, technical and
cost factors and other problems associated with construction, licensing,
regulation and operation of nuclear facilities for electric generation,
including among other considerations the problems associated with the use of
radioactive materials and the disposal of radioactive wastes, and the effects
of energy conservation. Each of the problems referred to could adversely
affect the ability of the issuers of any utility bonds in the Trust to make
payments due on these bonds.
In view of the pending investigations and the other uncertainties discussed
above, there can be no assurance that any company's share of the full cost of
nuclear units under construction ultimately will be recovered in rates or of
the extent to which a company could earn an adequate return on its investment
in such units. The likelihood of a significantly adverse event occurring in
any of the areas of concern described above varies, as does the potential
severity of any adverse impact. It should be recognized, however, that one or
more of such adverse events could occur and individually or collectively could
have a material adverse impact on the financial condition or the results of
operations of a company's ability to make interest and principal payments on
its outstanding debt.
Taxable Municipal Issues. Approximately 52% of the aggregate principal amount
of the Obligations in the Trust are taxable obligations of municipal issuers.
In view of this an investment in the Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. Obligations of municipal issuers can be either
general obligations of a government entity that are backed by the taxing power
of such entity or revenue bonds payable from the income of a specific project
or authority and are not supported by the issuer's power to levy taxes.
General obligation bonds are secured by the issuer's pledge of its faith,
credit and taxing power for the payment of principal and interest. However,
the taxing power of any governmental entity may be limited by provisions of
state constitutions or laws and an entity's credit will depend on many
factors, including an erosion of the tax base due to population declines,
natural disasters, declines in the state's industrial base or inability to
attract new industries, economic limits on the ability to tax without eroding
the tax base and the extent to which the entity relies on Federal or state
aid, access to capital markets or other factors beyond the entity's control.
In addition, certain of the Obligations in the Trust may be obligations of
issuers who rely in whole or in part on ad valorem real property taxes as a
source of revenue. Recently, certain proposals, in the form of state
legislative proposals or voter initiatives, to limit ad valorem real property
taxes have been introduced in various states.
Revenue bonds, on the other hand, are payable only from revenues derived from
a particular facility or class of facilities, or, in some cases, from the
proceeds of a special excise tax or other special revenue source. The ability
of an issuer of revenue bonds to make payments of principal and/or interest on
such bonds is primarily dependent upon the success or failure of the facility
or class of facilities involved or whether the revenues received from an
excise tax or other special revenue source are sufficient to meet obligations.
Typically, interest income received from municipal issues is exempt from
Federal income taxation under Section 103 of the Internal Revenue Code of
1986, as amended (the "Code" ) and therefore is not includible in the
gross income of the owners thereof. However, interest income received for
taxable municipal obligations is not exempt from Federal income taxation under
Section 103 of the Code. Thus, owners of taxable municipal obligations
generally must include interest on such obligations in gross income for
Federal income tax purposes and treat such interest as ordinary income.
Certain of the Obligations in the Trust may be obligations which are payable
from and secured by revenues derived from the ownership and operation of
facilities such as airports, bridges, turnpikes, port authorities, convention
centers and arenas. In view of this an investment in such a Trust should be
made with an understanding of the characteristics of such issuers and the
risks which such an investment may entail. The major portion of an airport's
gross operating income is generally derived from fees received from signatory
airlines pursuant to use agreements which consist of annual payments for
leases, occupancy of certain terminal space and service fees. Airport
operating income may therefore be affected by the ability of the airlines to
meet their obligations under the use agreements. The air transport industry is
experiencing significant variations in earnings and traffic, due to increased
competition, excess capacity, increased costs, deregulation, traffic
constraints and other factors, and several airlines are experiencing severe
financial difficulties. The Sponsor cannot predict what effect these industry
conditions may have on airport revenues which are dependent for payment on the
financial condition of the airlines and their usage of the particular airport
facility. Similarly, payment on Bonds related to other facilities is dependent
on revenues from the projects, such as user fees from ports, tolls on
turnpikes and bridges and rents from buildings. Therefore, payment may be
adversely affected by reduction in revenues due to such factors as increased
cost of maintenance, decreased use of a facility, lower cost of alternative
modes of transportation, scarcity of fuel and reduction or loss of rents.
Certain of the Obligations in the Trust may be health care revenue bonds. In
view of this an investment in such a Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. Ratings of bonds issued for health care facilities
are often based on feasibility studies that contain projections of occupancy
levels, revenues and expenses. A facility's gross receipts and net income
available for debt service may be affected by future events and conditions
including, among other things, demand for services and the ability of the
facility to provide the services required, physicians' confidence in the
facility, management capabilities, competition with other health care
facilities, efforts by insurers and governmental agencies to limit rates,
legislation establishing state rate-setting agencies, expenses, the cost and
possible unavailability of malpractice insurance, the funding of Medicare,
Medicaid and other similar third party payor programs, government regulation
and the termination or restriction of governmental financial assistance,
including that associated with Medicare, Medicaid and other similar third
party payor programs. Pursuant to recent Federal legislation, Medicare
reimbursements are currently calculated on a prospective basis utilizing a
single nationwide schedule of rates. Prior to such legislation Medicare
reimbursements were based on the actual costs incurred by the health facility.
The current legislation may adversely affect reimbursements to hospitals and
other facilities for services provided under the Medicare program. Such
adverse changes also may adversely affect the ratings of Securities held in
the portfolios of the Trust; however, because of the insurance obtained by the
Trust, the "AAA" rating of the Units of each of the Trust would not be
affected.
Zero Coupon Bonds. Approximately 4% of the Obligations in the Trust are "
zero coupon" U.S. Treasury bonds. See footnote (6) in "Notes to
Portfolio" . Zero coupon bonds are purchased at a deep discount because the
buyer receives only the right to receive a final payment at the maturity of
the bond and does not receive any periodic interest payments. The effect of
owning deep discount bonds which do not make current interest payments (such
as the zero coupon bonds) is that a fixed yield is earned not only on the
original investment but also, in effect, on all discount earned during the
life of such income on such obligation at a rate as high as the implicit yield
on the discount obligation, but at the same time eliminates the holder's
ability to reinvest at higher rates in the future. For this reason, zero
coupon bonds are subject to substantially greater price fluctuations during
periods of changing market interest rates than are securities of comparable
quality which pay interest.
ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN
- --------------------------------------------------------------------------
As of the opening of business on the Date of Deposit, the Estimated Current
Returns and the Estimated Long-Term Returns were those indicated in the "
Summary of Essential Financial Information" for the Trust. The Estimated
Current Returns are calculated by dividing the Estimated Net Annual Interest
Income per Unit by the Public Offering Price. The Estimated Net Annual
Interest Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Obligations while the Public Offering Price will
vary with changes in the offering price of the underlying Obligations;
therefore, there is no assurance that the present Estimated Current Return
will be realized in the future. Estimated Long-Term Returns are calculated
using a formula which (1) takes into consideration, and determines and factors
in the relative weightings of, the market values, yields (which takes into
account the amortization of premiums and the accretion of discounts) and
estimated retirements of all the Obligations in a Trust and (2) takes into
account the expenses and sales charge associated with each Trust Unit. Since
the market values and estimated retirements of the Obligations and the
expenses of a Trust will change, there is no assurance that the present
Estimated Long-Term Returns will be realized in the future. Estimated Current
Returns and Estimated Long-Term Returns are expected to differ because the
calculation of Estimated Long-Term Returns reflects the estimated date and
amount of principal returned while Estimated Current Returns calculations
include only Net Annual Interest Income and Public Offering Price. Neither
rate reflects the true return to Unitholders which is lower because neither
includes the effect of the delay in the first payment to Unitholders.
In order to acquire certain of the Obligations contracted for by the Sponsor
for deposit in the Trust, it may be necessary for the Sponsor or Trustee to
pay on the settlement dates for delivery of such Obligations amounts covering
accrued interest on such Obligations which exceed (1) the amounts paid by
Unitholders and (2) the amounts which will be made available through cash
furnished by the Sponsor on the Date of Deposit, which amount of cash may
exceed the interest which would accrue to the First Settlement Date. The
Trustee has agreed to pay for any amounts necessary to cover any such excess
and will be reimbursed therefor, without interest, when funds become available
from interest payments on the particular Obligations with respect to which
such payments may have been made.
TRUST OPERATING EXPENSES
- --------------------------------------------------------------------------
Initial Costs. All costs and expenses incurred in creating and establishing
the Trust, including the cost of the initial preparation, printing and
execution of the Trust Agreement and the certificates, legal and accounting
expenses, advertising and selling expenses, expenses of the Trustee, initial
fees for evaluations and other out-of-pocket expenses have been borne by the
Sponsor at no cost to the Trust.
Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trust. However, American
Portfolio Evaluation Services, a division of Van Kampen American Capital
Investment Advisory Corp., which is an affiliate of the Sponsor (the "
Evaluator" ), 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) may exceed the actual costs of providing such supervisory services
for the Trust, but at no time will the total amount received for portfolio
supervisory services rendered to Series 1 and subsequent series of Van Kampen
Merritt Insured Income Trust or its successor trusts (Van Kampen American
Capital Insured Income Trust) in any calendar year exceed the aggregate cost
to the Evaluator of supplying such services in such year. In addition, the
Evaluator shall receive an annual evaluation fee as indicated under "
Summary of Essential Financial Information" (which is based on the
outstanding principal amount of obligations on January 1 of each year) for
regularly evaluating the Trust's portfolio. Both of the foregoing fees may be
increased without approval of the Unitholders by amounts not exceeding
proportionate increases under the category "All Services Less Rent of
Shelter" in the Consumer Price Index published by the United States
Department of Labor or, if such category is no longer published, in a
comparable category. The Sponsor and the Underwriters will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Obligations as described under "
Public Offering-- Sponsor and Underwriter Compensation" .
Trustee's Fee. For its services, the Trustee will receive a fee based on the
aggregate outstanding principal amount of Obligations in the Trust as of the
opening of business on January 2 and July 2 of each year as set forth under
"Summary of Essential Financial Information." Such fee will be
computed at $.51 and $.91 per $1,000 principal amount, respectively, for those
portions of the Trust representing semi-annual and monthly distribution plans.
Based on the size of the Trust on the Date of Deposit and assuming all
Unitholders had chosen the semi-annual distribution plan, the Trustee's
estimated annual fee for ordinary recurring services would initially amount to
$4,613. Assuming in the alternative that all Unitholders had elected the
monthly distribution plan, such fee would initially amount to $8,231. The
Trustee's fees are payable monthly on or before the fifteenth day of each
month from the Interest Account to the extent funds are available and then
from the Principal Account. 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. Since the Trustee has the
use of the funds being held in the Principal and Interest Accounts for future
distributions, payment of expenses and redemptions and since such Accounts are
non-interest bearing to Unitholders, the Trustee benefits thereby. Part of the
Trustee's compensation for its services to the Trust is expected to result
from the use of these funds. 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" .
Insurance Premiums. The cost of the portfolio insurance obtained by the Trust
is $5,460 per annum so long as the Trust retains the Obligations. Premiums,
which are Trust expenses, are payable monthly by the Trustee on behalf of the
Trust. As Obligations in the portfolio are redeemed by their respective
issuers or are sold by the Trustee, the amount of the premium will be reduced
in respect of those Obligations no longer owned by and held in such Trust. If
the Trustee exercises the right to obtain Permanent Insurance, the premium
payable for such Permanent Insurance will be paid solely from the proceeds of
the sale of the related Obligations. The premiums for such Permanent Insurance
with respect to each Obligation will decline over the life of the Obligation.
Miscellaneous Expenses. The following additional charges are or may be
incurred by the Trust: (a) fees of the Trustee for extraordinary services, (b)
expenses of the Trustee (including legal and auditing expenses) and of counsel
designated by the Sponsor, (c) various governmental charges, (d) expenses and
costs of any action taken by the Trustee to protect the Trust and the rights
and interests of Unitholders, (e) indemnification of the Trustee for any loss,
liability or expenses incurred by it in the administration of the Trust
without negligence, bad faith or willful misconduct on its part, (f) any
special custodial fees payable in connection with the sale of any bonds in a
Trust, (g) expenditures incurred in contacting Unitholders upon termination of
the Trust and (h) costs incurred to reimburse the Trustee for advancing funds
to the Trust to meet scheduled distributions (which costs may be adjusted
periodically in response to fluctuations in short-term interest rates).
The fees and expenses set forth herein are payable out of the Trust. When such
fees and expenses are paid by or owing to the Trustee, they are secured by a
lien on the portfolio or portfolios of the applicable Trust or Trusts. If the
balances in the Interest and Principal Accounts are insufficient to provide
for amounts payable by the Trust, the Trustee has the power to sell
Obligations to pay such amounts.
INSURANCE ON THE OBLIGATIONS
- --------------------------------------------------------------------------
Insurance has been obtained by the Trust guaranteeing prompt payment of
interest and principal, when due (as more fully described below), in respect
of all the Obligations in the Trust (except for issues for which insurance has
been obtained by the issuer of the Obligations). See "Investment
Objectives and Portfolio Selection" . Each insurance policy obtained by the
Trust is non-cancellable and will continue in force so long as such Trust is
in existence, the Portfolio Insurer involved is still in business and the
Obligations described in such policy continue to be held by such Trust (see
"Portfolio" ). Non-payment of premiums on a policy obtained by the
Trust will not result in the cancellation of insurance but will force the
Portfolio Insurer involved to take action against the Trustee to recover
premium payments due it. The Trustee in turn will be entitled to recover such
payments from the Trust. Premium rates for each issue of Obligations protected
by the policy obtained by the Trust are fixed for the life of the Trust. The
premium for any insurance policy or policies obtained by an issuer of
Obligations has been paid in advance by such issuer and any such policy or
policies are non-cancellable and will continue in force so long as the
Obligations so insured are outstanding and the Portfolio Insurer involved
remains in business. If the provider of an original issuance insurance policy
is unable to meet its obligations under such policy or if the rating assigned
to the claims-paying ability of any such insurer deteriorates, the Portfolio
Insurers have no obligation to insure any issue adversely affected by either
of the above described events.
The aforementioned Trust insurance guarantees the timely payment of principal
and interest on the Obligations as they fall due. For the purposes of the
Portfolio Insurance, "when due" generally means the stated maturity
date for the payment of principal and interest. However, in the event (a) an
issuer of an Obligation defaults in the payment of principal or interest on
such Obligation, (b) such issuer enters into a bankruptcy proceeding or (c)
the maturity of such Obligation is accelerated, the Portfolio Insurer involved
has the option, in its sole discretion, for a limited period of time after
receiving notice of the earliest to occur of such a default, bankruptcy
proceeding or acceleration to pay the outstanding principal amount of such
Obligation plus accrued interest to the date of such payment and thereby
retire the Obligation from a Trust prior to such Obligation's stated maturity
date. The insurance does not guarantee the market value of the Obligations or
the value of the Units. Insurance obtained by a Trust is only effective as to
Obligations owned by and held in such Trust. In the event of a sale of any
such Obligation by the Trustee, such insurance terminates as to such
Obligation on the date of sale.
Pursuant to an irrevocable commitment of the Portfolio Insurers, the Trustee,
upon the sale of an Obligation covered under a portfolio insurance policy
obtained by the Trust, has the right to obtain permanent insurance with
respect to such Obligation (i.e., insurance to maturity of the Obligations
regardless of the identity of the holder thereof) (the "Permanent
Insurance" ) upon the payment of a single predetermined insurance premium
and any expenses related thereto from the proceeds of the sale of such
Obligation. Accordingly, any Obligation in the Trust is eligible to be sold on
an insured basis. It is expected that the Trustee would exercise the right to
obtain Permanent Insurance only if upon such exercise the Trust would receive
net proceeds (sale of Obligation proceeds less the insurance premium and
related expenses attributable to the Permanent Insurance) from such sale in
excess of the sale proceeds if such Obligations were sold on an uninsured
basis.The insurance premium with respect to each Obligation eligible for
Permanent Insurance would be determined based upon the insurability of each
Obligation as of the Date of Deposit and would not be increased or decreased
for any change in the creditworthiness of each Obligation.
The Sponsor believes that the Permanent Insurance option provides an advantage
to the Trust in that each Obligation insured by a Trust insurance policy may
be sold out of the Trust with the benefits of the insurance attaching thereto.
Thus, the value of the insurance, if any, at the time of sale, can be realized
in the market value of the Obligation so sold (which is not the case in
connection with any value attributable to such Trust's portfolio insurance).
See "Public Offering--Offering Price" . Because any such insurance
value may be realized in the market value of the Obligation upon the sale
thereof upon exercise of the Permanent Insurance option, the Sponsor
anticipates that (a) in the event the Trust were to be comprised of a
substantial percentage of Obligations in default or significant risk of
default, it is much less likely that the Trust would need at some point in
time to seek a suspension of redemptions of Units than if the Trust were to
have no such option (see "Rights of Unitholders--Right of Redemption" )
and (b) at the time of termination of the Trust, if the Trust were holding
defaulted Obligations or Obligations in significant risk of default, the Trust
would not need to hold such Obligations until their respective maturities in
order to realize the benefits of the Trust's portfolio insurance (see "
Trust Administration--Amendment or Termination" ).
Except as indicated below, insurance obtained by the Trust has no effect on
the price or redemption value of Units. It is the present intention of the
Evaluator to attribute a value for such insurance (including the right to
obtain Permanent Insurance) for the purpose of computing the price or
redemption value of Units if the Obligations covered by such insurance are in
default in payment of principal or interest or in significant risk of such
default. The value of the insurance will be equal to the difference between
(i) the market value of an Obligation which is in default in payment of
principal or interest or in significant risk of such default assuming the
exercise of the right to obtain Permanent Insurance (less the insurance
premium and related expenses attributable to the purchase of Permanent
Insurance) and (ii) the market value of such Obligations not covered by
Permanent Insurance. See "Public Offering--Offering Price" herein for
a more complete description of the Trust's method of valuing defaulted
Obligations which have a significant risk of default.
The portfolio insurance policies obtained by the Trust were issued by either
AMBAC Indemnity or CapMAC. The other policy (or commitment therefor) obtained
by an Obligation issuer was issued by AMBAC Indemnity. See "Investment
Objectives and Portfolio Selection" .
Capital Markets Assurance Corporation ("CapMAC" ) is a New
York-domiciled monoline stock insurance company which engages only in the
business of financial guarantee and surety insurance. CapMAC is licensed in 49
states in addition to the District of Columbia, the Commonwealth of Puerto
Rico and the territory of Guam. CapMAC insures structured asset-backed,
corporate, municipal and other financial obligations in the U.S. and
international capital markets. CapMAC also provides financial guarantee
reinsurance for structured asset-backed, corporate and municipal obligations
written by other major insurance companies.
CapMAC's claims-paying ability is rated "Aaa" by Moody's Investors
Service, Inc. ("Moody's" ), "AAA" by Standard & Poor's, "
AAA" by Duff & Phelps Credit Rating Co. ("Duff & Phelps" ) and "
AAA" by Nippon Investors Service Inc. Such ratings reflect only the views
of the respective rating agencies, are not recommendations to buy, sell or
hold securities and are subject to revision or withdrawal at any time by such
rating agencies.
CapMAC is a wholly-owned subsidiary of CapMAC Holdings Inc. ("Holdings"
). In December of 1995, in connection with an initial public offering of its
common stock, Holdings became a public company with its common stock listed on
the New York Stock Exchange under the symbol "KAP." Neither Holdings
nor any of its stockholders is obligated to pay any claims under any policy
issued by CapMAC or any debts of CapMAC or to make additional capital
contributions to CapMAC.
CapMAC is regulated by the Superintendent of Insurance of the State of New
York. In addition, CapMAC is subject to regulation by the insurance laws and
regulations of other jurisdictions in which it is licensed. Such insurance
laws regulate, among other things, the amount of net exposure per risk that
CapMAC may retain, capital transfers, dividends, investment of assets, changes
in control, transactions with affiliates and consolidations and acquisitions.
CapMAC is subject to periodic regulatory examinations by the same regulatory
authorities.
CapMAC's obligations under the Policy(s) may be reinsured. Such reinsurance
does not relieve CapMAC of any of its obligations under the Policy(s).
THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND
SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
As of December 31, 1996, CapMAC had qualified statutory capital (which
consists of policyholders' surplus, statutory capital, and contingency
reserve) of approximately $260,217,105, up from $239.9 million at December 31,
1995, and had not incurred any debt obligations. Article 69 of the New York
State Insurance Law requires CapMAC to establish and maintain the contingency
reserve, which is available to cover claims under policies issued by CapMAC.
Copies of CapMAC's financial statements prepared in accordance with statutory
accounting standards, which differ from generally accepted accounting
principles, and filed with the Insurance Department of the State of New York
are available upon request. CapMAC is located at 885 Third Avenue, New York,
New York 10022, and its telephone is (212) 755-1155.
AMBAC Indemnity Corporation ("AMBAC Indemnity" ) is a
Wisconsin-domiciled stock insurance corporation regulated by the Office of the
Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia and the Commonwealth of Puerto
Rico, with admitted assets of approximately $2,550,327,507 (unaudited) and
statutory capital of approximately $1,446,559,894 (unaudited) as of December
31, 1996. Statutory capital consists of AMBAC Indemnity's policyholders'
surplus and statutory contingency reserve. AMBAC Indemnity is a wholly owned
subsidiary of AMBAC Inc., a 100% publicly-held company. Moody's Investors
Service, Inc. and Standard & Poor's have both assigned a triple-A
claims-paying ability rating to AMBAC Indemnity.
Copies of its financial statements prepared in accordance with statutory
accounting standards are available from AMBAC Indemnity. The address of AMBAC
Indemnity's administrative offices and its telephone number are One State
Street Plaza, 17th Floor, New York, New York, 10004 and (212) 668-0340.
AMBAC Indemnity has entered into quota share reinsurance agreements under
which a percentage of the insurance underwritten pursuant to certain municipal
bond insurance programs of AMBAC Indemnity has been and will be assumed by a
number of foreign and domestic unaffiliated reinsurers.
MBIA Insurance Corporation ("MBIA" ) is the principal operating
subsidiary of MBIA Inc., a New York Stock Exchange listed company. MBIA Inc.
is not obligated to pay the debts of or claims against MBIA. MBIA is domiciled
in the State of New York and licensed to do business in and subject to
regulation under the laws of all fifty states, the District of Columbia, the
Commonwealth of the Northern Mariana Islands, the Commonwealth of Puerto Rico,
the Virgin Islands of the United States and the Territory of Guam. MBIA has
two European branches, one in the Republic of France and the other in the
Kingdom of Spain. New York has laws prescribing minimum capital requirements,
limiting classes and concentrations of investments and requiring the approval
of policy rates and forms. State laws also regulate the amount of both the
aggregate and individual risks that may be insured, the payment of dividends
by the insurer, changes in control and transactions among affiliates.
Additionally, the Insurer is required to maintain contingency reserves on its
liabilities in certain amounts and for certain periods of time.
As of December 31, 1996, the insurer had admitted assets of $4.4 billion
(audited), total liabilities of $3.0 billion (audited), and total capital and
surplus of $1.4 billion (audited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities. As of December 31, 1995, MBIA had admitted assets of $3.8 billion
(audited), total liabilities of $2.5 billion (audited), and total capital and
surplus of $1.3 billion (audited), determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities. Copies of MBIA's financial statements prepared in accordance with
statutory accounting practices are available from MBIA. The address of MBIA is
113 King Street, Armonk, New York 10504.
Effective December 31, 1989, MBIA, Inc. acquired Bond Investors Group, Inc. On
January 5, 1990, MBIA acquired all of the outstanding stock of Bond Investors
Group, Inc., the parent of Bond Investors Guaranty Insurance Company (BIG),
now known as MBIA Insurance Corp. of Illinois. Through a reinsurance
agreement, BIG has ceded all of its net insured risks, as well as its unearned
premium and contingency reserves, to MBIA and MBIA has reinsured BIG's net
outstanding exposure.
Moody's Investors Service, Inc. rates all bond issues insured by MBIA "
Aaa" and short-term loans "MIG-1," both designated to be of the
highest quality.
Standard & Poor's rates all new issues insured by MBIA "AAA" Prime
Grade.
Moody's, Standard & Poor's, and Fitch Investors Service, L.P., all rate the
claims paying ability of MBIA as "Triple A."
The Moody's Investors Service, Inc. rating of MBIA should be evaluated
independently of the Standard & Poor's rating of MBIA. No application has been
made to any other rating agency in order to obtain additional ratings on the
Obligations. The ratings reflect the respective rating agency's current
assessment of the creditworthiness of MBIA and its ability to pay claims on
its policies of insurance. Any further explanation as to the significance of
the above ratings may be obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Obligations
and such ratings may be subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of either or both ratings
may have an adverse effect on the market price of the Obligations.
Financial Guaranty Insurance Company ("Financial Guaranty" or "
FGIC" ) is a wholly-owned subsidiary of FGIC Corporation (the "
Corporation" ), a Delaware holding company. The Corporation is a
wholly-owned subsidiary of General Electric Capital Corporation ("GECC"
). Neither the Corporation nor GECC is obligated to pay the debts of or the
claims against Financial Guaranty. Financial Guaranty is domiciled in the
State of New York and is subject to regulation by the State of New York
Insurance Department. As of December 31, 1996, the total capital and surplus
of Financial Guaranty was approximately $1,093,256,000. Copies of Financial
Guaranty's financial statements, prepared on the basis of statutory accounting
principles, and the Corporation's financial statements, prepared on the basis
of generally accepted accounting principles, may be obtained by writing to
Financial Guaranty at 115 Broadway, New York, New York 10006, Attention:
Communications Department, telephone number: (212) 312-3000 or to the New York
State Insurance Department at 160 West Broadway, 18th Floor, New York, New
York 10013, Attention: Financial Condition Property/Casualty Bureau, telephone
number: (212) 621-0389.
In addition, Financial Guaranty is currently licensed to write insurance in
all 50 states and the District of Columbia.
The information relating to Financial Guaranty contained above has been
furnished by such corporation. The financial information contained herein with
respect to such corporation is unaudited but appears in reports or other
materials filed with state insurance regulatory authorities and is subject to
audit and review by such authorities. No representation is made herein as to
the accuracy or adequacy of such information or as to the absence of material
adverse changes in such information subsequent to the date thereof.
Financial Security Assurance Inc. ("Financial Security" or "
FSA" ) is a monoline insurance company incorporated in 1984 under the laws
of the State of New York. Financial Security is licensed to engage in the
financial guaranty insurance business in all 50 states, the District of
Columbia, Puerto Rico and the United Kingdom.
Financial Security and its subsidiaries are engaged in the business of writing
financial guaranty insurance, principally in respect of securities offered in
domestic and foreign markets. In general, financial guaranty insurance
consists of the issuance of a guaranty of scheduled payments of an issuer's
securities, thereby enhancing the credit rating of those securities, in
consideration for payment of a premium to the insurer. Financial Security and
its subsidiaries principally insure asset-backed, collateralized and municipal
securities. Asset-backed securities are generally supported by residential
mortgage loans, consumer or trade receivables, securities or other assets
having an ascertainable cash flow or market value. Collateralized securities
include public utility first mortgage bonds and sale/leaseback obligation
bonds. Municipal securities consist largely of general obligation bonds,
special revenue bonds and other special obligations of state and local
governments. Financial Security insures both newly issued securities sold in
the primary market and outstanding securities sold in the secondary market
that satisfy Financial Security's underwriting criteria.
Financial Security is a wholly-owned subsidiary of Financial Security
Assurance Holdings Ltd. ("Holdings" ), a New York Stock Exchange listed
company. Major shareholders of Holdings include Fund American Enterprises
Holdings, Inc., U S WEST Capital Corporation and The Tokio Marine and Fire
Insurance Co., Ltd. No shareholder of Holdings is obligated to pay any debt of
Financial Security or its subsidiaries or any claim under any insurance policy
issued by Financial Security or its subsidiaries or to make any additional
contribution to the capital of Financial Security or its subsidiaries. As of
December 31, 1996, the total policyholders' surplus and contingency reserves
and the total unearned premium reserve, respectively, of Financial Security
and its consolidated subsidiaries were, in accordance with generally accepted
accounting principles, approximately $675,944,000 (unaudited) and $411,732,000
(unaudited), and the total shareholders' equity and the total unearned premium
reserve, respectively, of Financial Security and its consolidated subsidiaries
were, in accordance with generally accepted accounting principles,
approximately $815,332,000 (audited) and $359,972,000 (audited). Copies of
Financial Security's financial statements may be obtained by writing to
Financial Security at 350 Park Avenue, New York, New York, 10022, Attention:
Communications Department. Its telephone number is (212) 826-0100.
Pursuant to an intercompany agreement, liabilities on financial guaranty
insurance written or reinsured from third parties by Financial Security or any
of its domestic operating insurance company subsidiaries (including FSA
Maryland) are reinsured among such companies on an agreed-upon percentage
substantially proportional to their respective capital, surplus and reserves,
subject to applicable statutory risk limitations. In addition, Financial
Security and FSA Maryland reinsure a portion of their liabilities under
certain of their financial guaranty insurance policies with other reinsurers
under various quota share treaties and on a transaction-by-transaction basis.
Such reinsurance is utilized as a risk management device and to comply with
certain statutory and rating agency requirements; it does not alter or limit
the obligations of Financial Security or FSA Maryland under any financial
guaranty insurance policy.
The claims-paying ability of Financial Security and FSA Maryland is rated "
Aaa" by Moody's Investors Service, Inc., and "AAA" by Standard &
Poor's Ratings Services, Nippon Investors Service Inc. and Standard & Poor's
(Australia) Pty. Ltd. Such ratings reflect only the views of the respective
rating agencies, are not recommendations to buy, sell or hold securities and
are subject to revision or withdrawal at any time by such rating agencies.
Capital Guaranty Insurance Company was involved in a merger in 1995. On
December 20, 1995, Capital Guaranty Corporation ("CGC" ) merged with a
subsidiary of Financial Security Assurance Holdings Ltd. and Capital Guaranty
Insurance Company, CGC's principal operating subsidiary, changed its name to
Financial Security Assurance of Maryland Inc. ("FSA Maryland" ) and
became a wholly owned subsidiary of Financial Security Assurance Inc. For
further description, see "Financial Security Assurance Inc." herein.
The address of FSA Maryland and its telephone number are Steuart Tower, One
Market Plaza, San Francisco, CA 94105-1413 and (415) 995-8000.
Because the Obligations are insured by CapMAC, MBIA or AMBAC Indemnity as to
the timely payment of principal and interest, when due (as more fully
described above), and on the basis of the various reinsurance agreements in
effect, Standard & Poor's has assigned to the Units of the Trust its "
AAA" investment rating. Such rating will be in effect for a period of
thirteen months from the Date of Deposit and will, unless renewed, terminate
at the end of such period. See "Investment Objectives and Portfolio
Selection" . The obtaining of this rating by the Trust should not be
construed as an approval of the offering of the Units by Standard & Poor's or
as a guarantee of the market value of the Trusts or of the Units.
On the date of this Prospectus, the Estimated Current Return on the
Obligations in the Trust portfolio was 7.03% based on the monthly plan of
distribution, after payment of the insurance premiums payable by the Trust,
while the Estimated Long-Term Return on the Obligations in the Trust portfolio
was 7.11%. The Estimated Current Return on an identical portfolio without the
insurance obtained by the Trust would have been 7.09% based on the monthly
distribution plan on such date, while the Estimated Long-Term Return on an
identical portfolio without the insurance obtained by the Trust would have
been 7.18%.
An objective of portfolio insurance obtained by the Trust is to obtain a
higher yield on the Trust portfolio than would be available if all the
Obligations in such portfolio had Standard & Poor's "AAA" rating and
yet at the same time to have the protection of insurance of prompt payment of
interest and principal, when due (as more fully described above), on the
Obligations. There is, of course, no certainty that this result will be
achieved.
In the event of nonpayment of interest or principal, when due (as more fully
described above), in respect of an Obligation, the appropriate Insurer shall
make such payment within 30 days after it has been notified that such
nonpayment has occurred. The appropriate Insurer, as regards any payment it
may make, will succeed to the rights of the Trustee in respect thereof.
The information relating to the Insurers has been furnished by the respective
Insurers. The financial information with respect to the Insurers appears in
reports filed with state insurance regulatory authorities and is subject to
audit and review by such authorities. No representation is made herein as to
the accuracy or adequacy of such information or as to the absence of material
adverse changes in such information subsequent to the dates thereof.
TAX STATUS
- --------------------------------------------------------------------------
For purposes of the following discussions and opinions, it is assumed that the
Obligations are debt and that interest on each of the Obligations (including
the taxable municipal bonds, if any) is included in gross income for Federal
income tax purposes. In the opinion of Chapman and Cutler, special counsel for
the Sponsor, under existing law:
The Trust is not an association taxable as a corporation for United States
Federal income tax purposes.
Each Unitholder will be considered the owner of a pro rata portion of each of
the Trust's assets for Federal income tax purposes under Subpart E, Subchapter
J of Chapter 1 of the Internal Revenue Code of 1986 (the "Code" ). Each
Unitholder will be considered to have received his pro rata share of income
derived from each such asset when such income is considered to be received by
the Trust. Each Unitholder will also be required to include in taxable income
for Federal income tax purposes, original issue discount with respect to his
interest in any Obligations held by the Trust at the same time and in the same
manner as though the Unitholder were the direct owner of such interest.
Each Unitholder will have a taxable event when an Obligation of the Trust is
disposed of (whether by sale, exchange, liquidation, redemption, or payment at
maturity) or when the Unitholder redeems or sells his Units. A Unitholder's
tax basis in his Units will equal his tax basis in his pro rata portion of all
of the assets of the Trust. Such basis is determined (before the adjustments
described below) by apportioning the tax basis for the Units among each of the
Trust assets according to value as of the valuation date nearest the date of
acquisition of the Units. Unitholders must reduce the tax basis of their Units
for their share of accrued interest received, if any, on Obligations delivered
after the date the Unitholders pay for their Units to the extent that such
interest accrued on such Obligations before the date the Trust acquired
ownership of the Obligations (and the amount of this reduction may exceed the
amount of accrued interest paid to the sellers) and, consequently, such
Unitholders may have an increase in taxable gain or reduction in capital loss
upon the disposition of such Units. It should be noted that certain
legislative proposals have been made which could effect the calculation of
basis for Unitholders holding securities that are substantially identical to
the Obligations. Unitholders should consult their own tax advisors with regard
to calculation of basis.
Gain or loss upon the sale or redemption of Units is measured by comparing the
proceeds of such sale or redemption with the adjusted basis of the Units. If
the Trustee disposes of Obligations (whether by sale, exchange, payment on
maturity, redemption or otherwise), gain or loss is recognized to the
Unitholder (subject to various non-recognition provisions of the Code). The
amount of any such gain or loss is measured by comparing the Unitholder's pro
rata share of the total proceeds from such disposition with his basis for his
fractional interest in the asset disposed of. The basis of each Unit and of
each Obligation which was issued with original issue discount (including the
Treasury Bonds) (or which has market discount) must be increased by the amount
of accrued original issue discount (and market discount, if the Unitholder
elects to include market discount in income as it accrues) and the basis of
each Unit and of each Obligation which was purchased by the Trust at a premium
must be reduced by the annual amortization of bond premium which the
Unitholder has properly elected to amortize under Section 171 of the Code. The
tax basis reduction requirements of the Code relating to amortization of bond
premium may, under some circumstances, result in the Unitholder realizing a
taxable gain when his Units are sold or redeemed for an amount equal to or
less than his original cost. The Treasury Bonds held by the Trust are treated
as bonds that were originally issued at an original issue discount provided,
pursuant to a Treasury Regulation (the "Regulation" ) issued on
December 28, 1992, that the amount of original issue discount determined under
Section 1286 of the Code is not less than a "de minimis" amount as
determined thereunder (as discussed below under "Original Issue
Discount" ). Because the Treasury Bonds represent interests in "
stripped" bonds, a Unitholder's initial cost for his pro rata portion of
each Treasury Bond held by the Trust (determined at the time he acquires his
Units, in the manner described above) shall be treated as its "purchase
price" by the Unitholder. Original issue discount is effectively treated
as interest for Federal income tax purposes, and the amount of original issue
discount in this case is generally the difference between the bond's purchase
price and its stated redemption price at maturity. A Unitholder will be
required to include in gross income for each taxable year the sum of his daily
portions of original issue discount attributable to the Treasury Bonds held by
the Trust as such original issue discount accrues and will, in general, be
subject to Federal income tax with respect to the total amount of such
original issue discount that accrues for such year even though the income is
not distributed to the Unitholders during such year to the extent it is not
less than a "de minimis" amount as determined under the Regulation. To
the extent the amount of such discount is less than the respective "de
minimis" amount, such discount shall be treated as zero. In general,
original issue discount accrues daily under a constant interest rate method
which takes into account the semi-annual compounding of accrued interest. In
the case of the Treasury Bonds, this method will generally result in an
increasing amount of income to the Unitholders each year. Unitholders should
consult their tax advisers regarding the Federal income tax consequences and
accretion of original issue discount.
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 (similar limitations also apply to estates and trusts).
Unitholders may be required to treat some or all of the expenses paid by the
Trust as miscellaneous itemized deductions subject to this limitation.
Premium. If a Unitholder's tax basis of his pro rata portion in any
Obligations held by the Trust exceeds the amount payable by the issuer of the
Obligation with respect to such pro rata interest upon the maturity of the
Obligation, such excess would be considered premium which may be amortized by
the Unitholder at the Unitholder's election as provided in Section 171 of the
Code. Unitholders should consult their tax advisors regarding whether such
election should be made and the manner of amortizing premium.
Original Issue Discount. Certain of the Obligations of the Trust may have been
acquired with "original issue discount." In the case of any
Obligations of the Trust acquired with "original issue discount" that
exceeds a "de minimis" amount as specified in the Code or in the case
of the Treasury Bonds as specified in the Regulation, such discount is
includable in taxable income of the Unitholders on an accrual basis computed
daily, without regard to when payments of interest on such Obligations are
received. The Code provides a complex set of rules regarding the accrual of
original issue discount. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest rate over the
term of the Obligations. Unitholders should consult their tax advisers as to
the amount of original issue discount which accrues.
Special original issue discount rules apply if the purchase price of the
Obligation by the Trust exceeds its original issue price plus the amount of
original issue discount which would have previously accrued based upon its
issue price (its "adjusted issue price" ). Similarly, these special
rules would apply to a Unitholder if the tax basis of his pro rata portion of
an Obligation issued with original issue discount exceeds his pro rata portion
of its adjusted issue price. Unitholders should also consult their tax
advisers regarding these special rules.
It is possible that a Corporate Bond that has been issued at an original issue
discount may be characterized as a "high-yield discount obligation"
within the meaning of Section 163(e)(5) of the Code. To the extent that such
an obligation is issued at a yield in excess of six percentage points over the
applicable Federal rate, a portion of the original issue discount on such
obligation will be characterized as a distribution on stock (e.g., dividends)
for purposes of the dividends received deduction which is available to certain
corporations with respect to certain dividends received by such corporation.
Market Discount. If a Unitholder's tax basis in his pro rata portion of
Obligations is less than the allocable portion of such Obligation's stated
redemption price at maturity (or, if issued with original issue discount, the
allocable portion of its "revised issue price" ), such difference will
constitute market discount unless the amount of market discount is "de
minimis" as specified in the Code. Market discount accrues daily computed
on a straight line basis, unless the Unitholder elects to calculate accrued
market discount under a constant yield method. The market discount rules do
not apply to Treasury Bonds because they are stripped debt instruments subject
to special original issue discount rules as discussed above. Unitholders
should consult their tax advisors regarding whether such election should be
made and as to the amount of market discount which accrues.
Accrued market discount is generally includable in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Obligations, on the sale, maturity or
disposition of such Obligations by the Trust, and on the sale by a Unitholder
of Units, unless a Unitholder elects to include the accrued market discount in
taxable income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions for any interest expense incurred by the Unitholder which is
incurred to purchase or carry his Units will be reduced by such accrued market
discount. In general, the portion of any interest expense which was not
currently deductible would ultimately be deductible when the accrued market
discount is included in income. Unitholders should consult their tax advisers
regarding whether an election should be made to include market discount in
income as it accrues and as to the amount of interest expense which may not be
currently deductible.
Computation of the Unitholder's Tax Basis. The tax basis of a Unitholder with
respect to his interest in an Obligation is increased by the amount of
original issue discount (and market discount, if the Unitholder elects to
include market discount, if any, on the Obligations held by the Trust in
income as it accrues) thereon properly included in the Unitholder's gross
income as determined for Federal income tax purposes and reduced by the amount
of any amortized premium which the Unitholder has properly elected to amortize
under Section 171 of the Code. A Unitholder's tax basis in his Units will
equal his tax basis in his pro rata portion of all of the assets of the Trust.
Recognition of Taxable Gain or Loss Upon Disposition of Obligations by the
Trust or Disposition of Units. A Unitholder will recognize taxable capital
gain (or loss) when all or part of his pro rata interest in an Obligation is
disposed of in a taxable transaction for an amount greater (or less) than his
tax basis therefor, subject to various non-recognition provisions of the Code.
As previously discussed, gain realized on the disposition of the interest of a
Unitholder in any Obligation deemed to have been acquired with market discount
will be treated as ordinary income to the extent the gain does not exceed the
amount of accrued market discount not previously taken into income. Any
capital gain or loss arising from the disposition of an Obligation by the
Trust or the disposition of Units by a Unitholder will generally be short-term
capital gain or loss unless the Unitholder has held his Units for more than
one year in which case such capital gain or loss generally will be long-term.
For taxpayers other than corporations, net capital gains (which is defined as
net long-term capital gain over short-term capital loss for a taxable year)
are subject to a maximum marginal stated tax rate of 28 percent. 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 tax basis reduction requirements of
the Code relating to amortization of bond premium may under some
circumstances, result in the Unitholder realizing taxable gain when his Units
are sold or redeemed for an amount equal to or less than his original cost.
If the Unitholder disposes of a Unit, he is deemed thereby to have disposed of
his entire pro rata interest in all Trust assets including his pro rata
portion of all of the Obligations represented by the Unit. This may result in
a portion of the gain, if any, on such sale being taxable as ordinary income
under the market discount rules (assuming no election was made by the
Unitholder to include market discount in income as it accrues) as previously
discussed.
"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 characterizes 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. Legislative proposals have been made that would treat certain
transactions designed to reduce or eliminate risk of loss and opportunities
for gain as constructive sales for purposes of recognition of gain (but not
loss). Unitholders should consult their own tax advisors with regard to any
such constructive sales rules.
Foreign Investors. A Unitholder who is a foreign investor (i.e., an investor
other than a U.S. citizen or resident or a U.S. corporation, partnership,
estate or trust) will not be subject to United States Federal income taxes,
including withholding taxes, on interest income (including any original issue
discount) on, or any gain from the sale or other disposition of, his pro rata
interest in any Obligation or the sale of his Units provided that all of the
following conditions are met: (i) the interest income or gain is not
effectively connected with the conduct by the foreign investor of a trade or
business within the United States, (ii) if the interest is United States
source income (which is the case for most securities issued by United States
issuers), the Obligation is issued after July 18, 1984 (which is the case for
each Obligation held by the Trust), then the foreign investor does not own,
directly or indirectly, 10% or more of the total combined voting power of all
classes of voting stock of the issuer of the Obligation and the foreign
investor is not a controlled foreign corporation related (within the meaning
of Section 864(d)(4) of the Code) to the issuer of the Obligation, or (iii)
with respect to any gain, the foreign investor (if an individual) is not
present in the United States for 183 days or more during his or her taxable
year and (iv) the foreign investor provides all certification which may be
required of his status (foreign investors may contact the Sponsor to obtain a
Form W-8 which must be filed with the Trustee and refiled every three calendar
years thereafter). Foreign investors should consult their tax advisers with
respect to United States tax consequences of ownership of Units.
It should be noted that the Tax Act includes a provision which eliminates the
exemption from United States taxation, including withholding taxes, for
certain "contingent interest." The provision applies to interest
received after December 31, 1993. No opinion is expressed herein regarding the
potential applicability of this provision and whether United States taxation
or withholding taxes could be imposed with respect to income derived from the
Units as a result thereof. Unitholders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.
General. Each Unitholder (other than a foreign investor who has properly
provided the certifications described above) 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 the Units will be subject to back-up withholding.
In the opinion of Kroll & Tract LLP, special counsel to the Trust for New York
tax matters, the Trust is not an association taxable as a corporation and the
income of such 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 United States Federal and New York
State and City income taxes; Unitholders may be subject to state and local
taxation in other jurisdictions (including a foreign investor's country of
residence). Unitholders should consult their tax advisers regarding potential
state, local, or foreign taxation with respect to the Units.
ACCRUED INTEREST
- --------------------------------------------------------------------------
Accrued Interest. Accrued interest is an accumulation of unpaid interest on
securities which generally is paid semi-annually, although the Trust accrues
such interest daily. Because of this, the Trust always has an amount of
interest earned but not yet collected by the Trustee. For this reason, with
respect to sales settling subsequent to the First Settlement Date, the Public
Offering Price of Units will have added to it the proportionate share of
accrued interest to the date of settlement. Unitholders will receive on the
next distribution date of the Trust the amount, if any, of accrued interest
paid on their Units.
In an effort to reduce the amount of accrued interest which would otherwise
have to be paid by Unitholders, the Trustee will advance the amount of accrued
interest to the Sponsor as the Unitholder of record as of the First Settlement
Date. Consequently, the amount of accrued interest to be added to the Public
Offering Price of Units will include only accrued interest from the First
Settlement Date to the date of settlement, less any distributions from the
Interest Account subsequent to the First Settlement Date. See "Rights of
Unitholders--Distributions of Interest and Principal" .
Because of the varying interest payment dates of the Obligations, accrued
interest at any point in time will be greater than the amount of interest
actually received by a Trust and distributed to Unitholders. If a Unitholder
sells or redeems all or a portion of his Units, he will be entitled to receive
his proportionate share of the accrued interest from the purchaser of his
Units. Since the Trustee has the use of the funds held in the Interest Account
for distributions to Unitholders and since such Account is
non-interest-bearing to Unitholders, the Trustee benefits thereby.
PUBLIC OFFERING
- --------------------------------------------------------------------------
General. Units are offered at the Public Offering Price. During the initial
offering period the Public Offering Price is based on the aggregate offering
price of the Obligations in the Trust's portfolio, a sales charge of 4.9% of
the Public Offering Price (5.152% of the aggregate offering price of the
Obligations), cash, if any, in the Principal Account held or owned by the
Trust, and accrued interest, if any. However, the sales charge applicable to
quantity purchases is, during the initial offering period, reduced on a
graduated basis to any person acquiring 100 or more Units as follows:
<TABLE>
<CAPTION>
Aggregate Number of Dollar Amount of Sales Charge
Units Purchased* Reduction Per Unit
<S> <C>
100-249 Units $4.00
250-499 Units $6.00
500-999 Units $14.00
1,000 or more Units $19.00
_______________ *The breakpoint sales charges are also
applied on a dollar basis utilizing a breakpoint
equivalent in the above table of $1,000 per Unit and
will be applied on whichever basis is more favorable to
the investor. The breakpoints above will be adjusted to
take into consideration purchase orders stated in
dollars which cannot be completely fulfilled due to the
Trust's requirement that only whole Units be issued.
</TABLE>
After the initial public offering period, the secondary market public offering
price is based on the bid prices of the Obligations in the Trust, an
applicable sales charge as determined in accordance with the table set forth
below, which is based upon the estimated long term return of the Trust, cash,
if any, in the Principal Account held or owned by the Trust, and accrued
interest, if any. For purposes of computation, Obligations will be deemed to
mature on their expressed maturity dates unless: (a) the Obligations have been
called for redemption or are subject to redemption on an earlier call date, in
which case such call date will be deemed to be the date upon which they
mature; or (b) such Obligations are subject to a "mandatory tender" ,
in which case such mandatory tender will be deemed to be the date upon which
they mature. The effect of this method of sales charge computation will be
that different sales charges rates will be applied to the Trust based upon the
estimated long term return life of such Trust's portfolio, in accordance with
the following schedule:
<TABLE>
<CAPTION>
Years To Maturity Sales Charge Years To Maturity Sales Charge
<S> <C> <C> <C>
1 1.010% 12 4.712%
2 1.523 13 4.822
3 2.041 14 4.932
4 2.302 15 5.042
5 2.564 16 5.152
6 2.828 17 5.263
7 3.093 18 5.374
8 3.627 19 5.485
9 4.167 20 5.597
10 4.384 21 to 30 5.708
11 4.603
</TABLE>
The sales charges in the above table are expressed as a percentage of the
aggregate bid prices of the Obligations in the Trust. Expressed as a percent
of the Public Offering Price, the sales charge on the Trust consisting
entirely of a portfolio of Obligations with 15 years to maturity would be
4.80%.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law,
fathers-in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons (collectively referred to herein
as "related purchasers" )) of Van Kampen American Capital Distributors,
Inc. and its affiliates and Underwriters and their affiliates may purchase
Units at the Public Offering Price less the applicable underwriting commission
or less the applicable dealer concession in the absence of an underwriting
commission and employees, officers and directors (including related
purchasers) of dealers and their affiliates and vendors providing services to
the Sponsor may purchase Units at the Public Offering Price less the
applicable dealer concession.
Any such reduced sales charge shall be the responsibility of the selling
Underwriter, broker, dealer or agent. The Sponsor will, however, increase the
concession or agency commission for such quantity purchases. See "Public
Offering--Unit Distribution" . This reduced sales charge structure will
apply on all purchases by the same person from any one Underwriter or dealer
of units of Van Kampen American Capital-sponsored unit investment trusts which
are being offered in the initial offering period (a) on any one day (the "
Initial Purchase Date" ) or (b) on any day subsequent to the Initial
Purchase Date if (1) the units purchased are of a unit investment trust
purchased on the Initial Purchase Date, and (2) the person purchasing the
units purchased a sufficient amount of units on the Initial Purchase Date to
qualify for a reduced sales charge on such date. In the event units of more
than one trust are purchased on the Initial Purchase Date, the aggregate
dollar amount of such purchases will be used to determine whether purchasers
are eligible for a reduced sales charge. Such aggregate dollar amount will be
divided by the public offering price per unit (on the date preceding the date
of purchase) of each respective trust purchased to determine the total number
of units which such amount could have purchased of each individual trust.
Purchasers must then consult the applicable trust's prospectus to determine
whether the total number of units which could have been purchased of a
specific trust would have qualified for a reduced sales charge and, if so
qualified, the amount of such reduction. Assuming a purchaser qualifies for a
sales charge reduction or reductions, to determine the applicable sales charge
reduction or reductions it is necessary to accumulate all purchases made on
the Initial Purchase Date and all purchases made in accordance with (b) above.
Units purchased in the name of the spouse of a purchaser or in the name of a
child of such purchaser ("immediate family members" ) will be deemed
for the purposes of calculating the applicable sales charge to be additional
purchases by the purchaser. The reduced sales charges will also be applicable
to a trustee or other fiduciary purchasing securities for one or more trust
estate or fiduciary accounts.
Purchasers of units of any two consecutive series of a Trust may aggregate
purchases of units of such series for purposes of the sales charge reduction
for quantity purchases, provided that at the time of the initial purchase of
units such purchaser submitted a purchase order for at least 100 units that
was partially unfulfilled due to a lack of units of such Trust series
available for sale at such time. The sales charge reduction shall be applied
to the subsequent purchase of units such that the aggregate sales charge
reduction applicable to both purchases will equal the amount described in the
table above.
Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a sales charge
reduction for quantity purchases) less the concession the Sponsor typically
allows to brokers and dealers for purchases (see "Unit Distribution"
below) by (1) investors who purchase Units through registered investment
advisers, certified financial planners and registered broker-dealers who in
each case either charge periodic fees for financial planning, investment
advisory or asset management services, or provide such services in connection
with the establishment of an investment account for which a comprehensive "
wrap fee" charge is imposed, (2) bank trust departments investing funds
over which they exercise exclusive discretionary investment authority and that
are held in a fiduciary, agency, custodial or similar capacity, (3) any person
who for at least 90 days, has been an officer, director or bona fide employee
of any firm offering Units for sale to investors or their immediate family
members (as described above) and (4) officers and directors of bank holding
companies that make Units available directly or through subsidiaries or bank
affiliates. Notwithstanding anything to the contrary in this Prospectus, such
investors, bank trust departments, firm employees and bank holding company
officers and directors who purchase Units through this program will not
receive sales charge reductions for quantity purchases.
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 Obligations in
the Trust.
As indicated above, the price of the Units as of 8:00 A.M. Central time or the
opening of business on the date the Obligations were deposited in the Trust
was determined by adding to the determination of the aggregate offering price
of the Obligations an amount equal to 5.152% of such value and dividing the
sum so obtained by the number of Units outstanding. This computation produced
a gross underwriting profit equal to 4.9% of the Public Offering Price. Such
price determination as of 8:00 A.M. Central time or the opening of business on
the Date of Deposit was made on the basis of an evaluation of the Obligations
in the Trust prepared by Interactive Data Corporation, a firm regularly
engaged in the business of evaluating, quoting or appraising comparable
securities. Except on the Date of Deposit during the period of initial
offering, the Evaluator will appraise or cause to be appraised daily the value
of the underlying Obligations as of 4:00 P.M. Eastern time on days the New
York Stock Exchange is open and will adjust the Public Offering Price of the
Units commensurate with such appraisal. Such Public Offering Price will be
effective for all orders received at or prior to 4:00 P.M. Eastern time on
each such day. Orders received by the Trustee, Sponsor or any Underwriter for
purchases, sales or redemptions after that time, or on a day when the New York
Stock Exchange is closed, will be held until the next determination of price.
For secondary market sales the Public Offering Price per Unit will be equal to
the aggregate bid price of the Obligations in the Trust plus an amount equal
to the applicable secondary market sales charge expressed as a percentage of
the aggregate bid price of the Obligations and dividing the sum so attained by
the number of Units then outstanding. This computation produces a gross
underwriting profit equal to such sales charge expressed as a percentage of
the Public Offering Price. For secondary market purposes such appraisal and
adjustment will be made by the Evaluator as of 4:00 P.M. Eastern time on days
on which the New York Stock Exchange is open for each day on which any Unit of
the Trust is tendered for redemption, and it shall determine the aggregate
value of such Trust as of 4:00 P.M. Eastern time on such other days as may be
necessary.
The aggregate price of the Obligations in the Trust has been and will be
determined on the basis of bid prices or offering prices, as appropriate, (a)
on the basis of current market prices for the Obligations obtained from
dealers or brokers who customarily deal in bonds comparable to those held by
the Trust; (b) if such prices are not available for any particular
Obligations, on the basis of current market prices for comparable bonds; (c)
by causing the value of the Obligations to be determined by others engaged in
the practice of evaluation, quoting or appraising comparable bonds; or (d) by
any combination of the above. Unless the Obligations are in default in payment
of principal or interest or in significant risk of such default, the Evaluator
will not attribute any value to the insurance obtained by the Trust.
The Evaluator will consider in its evaluation of Obligations which are in
default in payment of principal or interest or, in the Sponsor's opinion, in
significant risk of such default (the "Defaulted Obligations" ) the
value of the insurance guaranteeing interest and principal payments. The value
of the insurance will be equal to the difference between (i) the market value
of Defaulted Obligations assuming the exercise of the right to obtain
Permanent Insurance (less the insurance premium and related expenses
attributable to the purchase of Permanent Insurance) and (ii) the market value
of such Defaulted Obligations not covered by Permanent Insurance. In addition,
the Evaluator will consider the ability of the Portfolio Insurer involved to
meet its commitments under the Trust's insurance policy, including the
commitments to issue Permanent Insurance. It is the position of the Sponsor
that this is a fair method of valuing the Obligations and the insurance
obtained by the Trust and reflects a proper valuation method in accordance
with the provisions of the Investment Company Act of 1940.
No value has been ascribed to insurance obtained by the Trust as of the date
of this Prospectus.
The initial or primary Public Offering Price of the Units and the Sponsor's
initial repurchase price per Unit are based on the offering price per Unit of
the underlying Obligations plus the applicable sales charge and interest
accrued but unpaid from the First Settlement Date to the date of settlement.
The secondary market Public Offering Price and the Redemption Price per Unit
are based on the bid price per Unit of the Obligations in the Trust plus the
applicable sales charge plus accrued interest. The offering price of
Obligations in the Trust may be expected to range from .35%-1% more than the
bid price of such Obligations. On the Date of Deposit, the offering side
evaluation of the Obligations in the Trust were higher than the bid side
evaluation of such Obligations by the amount indicated under footnote (5) in
"Notes to Portfolio" .
Although payment is normally made three business days following the order for
purchase, payment may be made prior thereto. However, delivery of certificates
representing Units so ordered will be made three business days following such
order or shortly thereafter. A person will become the owner of Units on the
date of settlement provided payment has been received. Cash, if any, made
available to the Sponsor prior to the date of settlement for the purchase of
Units may be used in the Sponsor's business and may be deemed to be a benefit
to the Sponsor, subject to the limitations of the Securities Exchange Act of
1934.
Unit Distribution. During the initial offering period, Units will be
distributed to the public by Underwriters, broker-dealers and others (see "
Underwriting" ) at the Public Offering Price, plus accrued interest
computed as described above under "Accrued Interest" . Upon the
completion of the initial offering, Units repurchased in the secondary market,
if any, may be offered by this prospectus at the secondary Public Offering
Price in the manner described.
The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period
of $30.00 per Unit for less than 100 Units, $32.00 per Unit for any single
transaction of 100 to 249 Units, $34.00 per Unit for any single transaction of
250 to 499 Units, $35.00 per Unit for any single transaction of 500 to 999
Units and $34.00 per Unit for any single transaction of 1,000 or more Units,
provided that such Units are acquired either from the Sponsor (in the case of
dealer transactions) or through the Sponsor (in the case of transactions
involving brokers or others). The increased concession or agency commission is
a result of the discount given to purchasers for quantity purchases. See "
Public Offering--General" . Volume concessions or agency commissions of an
additional $5.00 per Unit will be given to any broker/dealer or agent (other
than Underwriters) who purchases from the Sponsor at least 250 Units of the
Trust during the initial offering period. The breakpoint concessions or agency
commissions listed above are also applied on a dollar basis utilizing a
breakpoint equivalent of $1,000 per Unit and will be applied on whichever
basis is more favorable to the distributor. The breakpoints above will be
adjusted to take into consideration purchase orders stated in dollars which
cannot be completely fulfilled due to the Trust's requirement that only whole
Units be issued. Certain commercial banks are making Units of the Trust
available to their customers on an agency basis. A portion of the sales charge
(equal to the agency commission referred to above) is retained by or remitted
to the banks. Under the Glass-Steagall Act, banks are prohibited from
underwriting Units of the Trust; 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. Any
quantity discount (see "General" above) provided to investors will be
borne by the selling dealer or agent. For secondary market transactions, such
concession or agency commission will amount to 70% of the applicable sales
charge as set forth above.
Except as stated hereinafter, the minimum purchase requirement in the initial
offering period and in the secondary market is one Unit. In connection with
fully disclosed transactions with the Sponsor, the minimum purchase
requirement will be that number of Units set forth in the contract between the
Sponsor and the related broker or agent.
The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units and to change the amount of the concession or agency
commission to dealers and others from time to time. See "Underwriting" .
Sponsor and Underwriter Compensation. The Underwriters through the initial or
primary distribution of Units will receive a gross sales commission equal to
4.9% of the Public Offering Price of the Units (5.152% of the net amount
invested), less any reduced sales charge for quantity purchases as described
under "General" above.
The Sponsor will receive from the Underwriters the excess of such gross sales
commission over $35.00 per Unit as of the Date of Deposit. In connection with
quantity sales to purchasers of the Trust the Underwriters will receive from
the Sponsor commissions totalling $37.00 per Unit for any single transaction
of 100 to 249 Units, $39.00 per Unit for any single transaction of 250 to 499
Units, $40.00 per Unit for any single transaction of 500 to 999 Units and
$39.00 per Unit for any single transaction of 1,000 or more Units. See "
Public Offering--General" . Further, each Underwriter who underwrites 1,000
or more Units in any Trust will receive additional compensation from the
Sponsor of $1.00 for each Unit it underwrites. All breakpoints listed above
are also applied on a dollar basis utilizing a breakpoint equivalent of $1,000
per Unit and will be applied on whichever basis is more favorable to the
Underwriter. The breakpoints will be adjusted to take into consideration
purchase orders stated in dollars which cannot be completely fulfilled due to
the Trust's requirement that only whole Units be issued. In addition, the
Sponsor and the Underwriters will realize a profit or the Sponsor will sustain
a loss, as the case may be, as a result of the difference between the price
paid for the Obligations by the Sponsor and the cost of such Obligations to
the Trust (which is based on the determination of the aggregate offering price
of the Obligations in such Trust on the Date of Deposit as prepared by
Interactive Data Corporation). See "Underwriting" and "
Portfolio" . The Sponsor and the Underwriters may also realize profits or
sustain losses with respect to Obligations deposited in a Trust which were
acquired by the Sponsor from underwriting syndicates of which they were
members. The Sponsor has not participated as sole underwriter or as manager or
as a member of any underwriting syndicates from which any of the Obligations
in the portfolio of the Trust were acquired. The Underwriters may further
realize additional profit or loss during the initial offering period as a
result of the possible fluctuations in the market value of the Obligations in
the Trust after the Date of Deposit, since all proceeds received from
purchasers of Units (excluding dealer concessions or agency commissions
allowed, if any) will be retained by the Underwriters. Affiliates of an
Underwriter are entitled to the same dealer concessions or agency commission
that are available to the Underwriter.
As stated under "Public Market" below, the Sponsor intends to, and
certain of the other Underwriters may, maintain a secondary market for the
Units of the Trust. In so maintaining a market, the Sponsor or any such
Underwriters will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and the price at
which Units are resold (which price is based on the bid prices of the
Obligations in the Trust and includes a sales charge). In addition, the
Sponsor or any such Underwriters will also realize profits or sustain losses
resulting from a redemption of such repurchased Units at a price above or
below the purchase price for such Units, respectively.
Public Market. During the initial public offering period, the Sponsor and/or
certain of the other Underwriters intend to offer to purchase Units at a price
based on the aggregate offering price per Unit of the Obligations in the Trust
and the amount of accrued interest to the date of settlement less the related
sales commission. Afterward, although they are not obligated to do so, the
Sponsor intends to, and certain of the other Underwriters may, maintain a
market for the Units offered hereby and to offer continuously to purchase such
Units at prices, subject to change at any time, based upon the aggregate bid
prices of the Obligations in the portfolio plus interest accrued to the date
of settlement plus any principal cash on hand, less any amounts representing
taxes or other governmental charges payable out of the Trust and less any
accrued Trust expenses. If the supply of Units exceeds demand or if some other
business reason warrants it, the Sponsor and/or the other Underwriters may
either discontinue all purchases of Units or discontinue purchases of Units at
such prices. In the event that a market is not maintained for the Units and
the Unitholder cannot find another purchaser, a Unitholder desiring to dispose
of his Units may be able to dispose of such Units only by tendering them to
the Trustee for redemption at the Redemption Price, which is based upon the
aggregate bid price of the Obligations in the portfolio plus any accrued
interest. The aggregate bid prices of the underlying Obligations in the Trust
are expected to be less than the related aggregate offering prices. 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.
RIGHTS OF UNITHOLDERS
- --------------------------------------------------------------------------
Certificates. The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trust is evidenced by separate registered
certificates executed by the Trustee and the Sponsor. Certificates are
transferable by presentation and surrender to the Trustee properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unitholder
must sign exactly as his name appears on the face of the certificate with the
signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP" ) or such other signature guaranty 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. Certificates will be issued in denominations of one Unit or any
multiple thereof.
Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. Destroyed, stolen,
mutilated or lost certificates will be replaced upon delivery to the Trustee
of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
Distributions of Interest and Principal. Interest received by the Trust,
including that part of the proceeds of any disposition of Obligations which
represents accrued interest and any insurance proceeds representing interest
due on defaulted Obligations, is credited by the Trustee to the Interest
Account. Other receipts are credited to the Principal Account. Interest
received by the Trust after deduction of amounts sufficient to reimburse the
Trustee, without interest, for any amounts advanced and paid to the Sponsor as
the Unitholder of record as of the First Settlement Date (see "Public
Offering--Offering Price" ) will be distributed on or shortly after the
twenty-fifth day of each month on a pro rata basis to Unitholders of record as
of the preceding record date (which will be the tenth day of the month). All
distributions will be net of applicable expenses. The pro rata share of cash
in the Principal Account will be computed on the date indicated under "
Distribution Options" on page 2, and thereafter as of the semi-annual
record date, and distributions to the Unitholders as of such record date will
be made on or shortly after the twenty-fifth day of such month. Proceeds
received from the disposition of any of the Obligations after such record date
and prior to the following distribution date will be held in the Principal
Account and not distributed until the next distribution date. The Trustee is
not required to pay interest on funds held in the Principal or Interest
Accounts (but may itself earn interest thereon and therefore benefits from the
use of such funds) nor to make a distribution from the Principal Account
unless the amount available for distribution shall equal at least $1.00 per
Unit. However, should the amount available for distribution in the Principal
Account equal or exceed $10.00 per Unit, the Trustee will make a special
distribution from the Principal Account on the next succeeding monthly
distribution date to holders of record on the related monthly record date.
The distribution to the Unitholders as of each record date after the First
Settlement Date will be made on the following distribution date or shortly
thereafter and shall consist of an amount substantially equal to such portion
of the Unitholders' pro rata share of the estimated net annual unit income in
the Interest Account after deducting estimated expenses attributable as is
consistent with the distribution plan chosen. Because interest payments are
not received by the Trust at a constant rate throughout the year, such
interest distribution may be more or less than the amount credited to the
Interest Account as of the record date. For the purpose of minimizing
fluctuation in the distributions from the Interest Account, the Trustee is
authorized to advance such amounts as may be necessary to provide interest
distributions of approximately equal amounts. The Trustee shall be reimbursed
for any such advances from funds in the Interest Account on the ensuing record
date. Persons who purchase Units between a record date and a distribution date
will receive their first distribution on the second distribution date after
purchase, under the applicable plan of distribution. 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.
On or before the twenty-fifth day of each month, the Trustee will deduct from
the Interest Account and, to the extent funds are not sufficient therein, from
the Principal Account, amounts necessary to pay the expenses of the Trust (as
determined on the basis set forth under "Trust Operating Expenses" ).
The Trustee also may withdraw from said accounts such amounts, if any, as it
deems necessary to establish a reserve for any governmental charges payable
out of the Trust. Amounts so withdrawn shall not be considered a part of the
Trust's assets until such time as the Trustee shall return all or any part of
such amounts to the appropriate accounts. In addition, the Trustee may
withdraw from the Interest and Principal Accounts such amounts as may be
necessary to cover purchases of Replacement Obligations and redemption of
Units by the Trustee.
Change of Distribution Option. The plan of distribution selected by a
Unitholder will remain in effect until changed. Unitholders purchasing Units
in the secondary market will initially receive distributions in accordance
with the election of the prior owner. Unitholders may change the plan of
distribution in which they are participating. For convenience of Unitholders,
the Trustee will furnish a card for this purpose; cards may also be obtained
upon request from the Trustee. Unitholders desiring to change their plan of
distribution may so indicate on the card and return it together with their
certificate and such other documentation that the Trustee may then require, to
the Trustee. Certificates should only be sent by registered or certified mail
to minimize the possibility of their being lost or stolen. If the card and
certificate are properly presented to the Trustee, the change will become
effective as of the opening of business on the first day after the next
succeeding semi-annual record date and will be effective, unless further
changed, for all subsequent distributions.
Reinvestment Option. Unitholders may elect to have each distribution of
interest income, capital gains and/or principal on their Units automatically
reinvested in shares of any Van Kampen American Capital mutual funds (except
for B shares) which are registered in the Unitholder's state of residence.
Such mutual funds are hereinafter collectively referred to as the "
Reinvestment Funds." By reinvesting distributions, investors have the
power to increase earning potential by compounding. If Trust distributions are
reinvested into another investment, the return would be higher than if
distributions were merely taken out of the investment as a source of income.
Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen American
Capital Distributors, Inc. at One Parkview Plaza, Oakbrook Terrace, IL 60181.
Texas residents who desire to reinvest may request that a broker-dealer
registered in Texas send the prospectus relating to the respective fund.
After becoming a participant in a reinvestment plan, each distribution of
interest income, capital gains and/or principal on the participant's Units
will, on the applicable distribution date, automatically be applied, as
directed by such person, as of such distribution date by the Trustee to
purchase shares (or fractions thereof) of the applicable Reinvestment Fund at
a net asset value as computed as of the close of trading on the New York Stock
Exchange on such date. Unitholders with an existing Guaranteed Reinvestment
Option (GRO) Program account (whereby a sales charge is imposed on
distribution reinvestments) may transfer their existing account into a new GRO
account which allows purchases of Reinvestment Fund shares at net asset value
as described above.
Confirmations of all reinvestments by a Unitholder into a Reinvestment Fund
will be mailed to the Unitholder by such Reinvestment Fund. A participant may
at any time prior to five days preceding the next succeeding distribution
date, by so notifying the Trustee in writing, elect to terminate his or her
reinvestment plan and receive future distributions on his or her Units in
cash. There will be no charge or other penalty for such termination. Each
Reinvestment Fund, its sponsor and its investment adviser shall have the right
to terminate at any time the reinvestment plan relating to such fund.
Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of interest and, if any, the
amount of other receipts (received since the preceding distribution) being
distributed expressed in each case as a dollar amount representing the pro
rata share of each Unit outstanding. For as long as the Trustee deems it to be
in the best interests of the Unitholders, the accounts of the Trust shall be
audited, not less frequently than annually, by independent certified public
accountants and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder a statement (i)
as to the Interest Account: interest received (including amounts representing
interest received upon any disposition of the Obligations), deductions for
applicable taxes and for fees and expenses of the Trust (including insurance
costs), for purchases of Replacement Obligations and for redemptions of Units,
if any, and the balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last business
day of such calendar year; (ii) as to the Principal Account: the dates of
disposition of any Obligations and the net proceeds received therefrom
(excluding any portion representing accrued interest and the premium and any
expenses related thereto attributable to the exercise of the right to obtain
Permanent Insurance), the amount paid for purchases of Replacement Obligations
and for redemptions of Units, if any, deductions for payment of applicable
taxes, fees and expenses of the Trust and the balance remaining after such
distributions and deductions expressed both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (iii) a list of the Obligations held
and the number of Units outstanding on the last business day of such calendar
year; (iv) the Redemption Price per Unit based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Interest and Principal Accounts, separately
stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each Unit outstanding.
In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Obligations in the Trust furnished to it by the Evaluator.
Each distribution statement will reflect pertinent information in respect of
the other plan of distribution so that Unitholders may be informed regarding
the results of such other plan of distribution.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay
Street, 20th Floor, New York, New York 10286, of the certificates representing
the Units to be redeemed, duly endorsed or accompanied by proper instruments
of transfer with signature guaranteed (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates) and by payment
of applicable governmental charges, if any. Thus, redemption of Units cannot
be effected until certificates representing such Units have been delivered by
the person seeking redemption or satisfactory indemnity provided. 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 as regards
Units received after 4:00 P.M. Eastern time on days of trading on the New York
Stock Exchange, the date of tender is the next day on which such Exchange is
open for trading and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the redemption price computed on that
day.
Under regulations issued by the Internal Revenue Service, the Trustee will be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder only when filing a return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, at any time a Unitholder elects to tender
Units for redemption, such Unitholder should provide a tax identification
number to the Trustee in order to avoid this possible "back-up
withholding" in the event the Trustee has not been previously provided
such number.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account or, if the balance therein is insufficient, from the Principal
Account. All other amounts will be withdrawn from the Principal Account. The
Trustee is empowered to sell underlying Obligations in order to make funds
available for redemption. Units so redeemed shall be cancelled.
The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the bid price of the Obligations in
the Trust, while the initial and primary Public Offering Price of Units will
be determined on the basis of the offering price of the Obligations, as of
4:00 P.M. Eastern time on days of trading on the New York Stock Exchange on
the date any such determination is made. On the Date of Deposit, the Public
Offering Price per Unit (which is based on the offering prices of the
Obligations and includes the sales charge) exceeded the value at which Units
could have been redeemed (based upon the current bid prices of the Obligations
in such Trust) by the amount shown under "Summary of Essential Financial
Information" . While the Trustee has the power to determine the Redemption
Price per Unit when Units are tendered for redemption, such authority has been
delegated to the Evaluator which determines the price per Unit on a daily
basis. The Redemption Price per Unit is the pro rata share of each Unit in the
Trust determined on the basis of (i) the cash on hand in such Trust or monies
in the process of being collected, (ii) the value of the Obligations in such
Trust based on the bid prices of the Obligations, except for those cases in
which the value of insurance has been included and (iii) interest accrued
thereon, less (a) amounts representing taxes or other governmental charges
payable out of such Trust and (b) the accrued expenses of such Trust. The
Evaluator may determine the value of the Obligations in the Trust by employing
any of the methods set forth in "Public Offering--Offering Price" . In
determining the Redemption Price per Unit no value will be assigned to the
portfolio insurance maintained by the Trust on the Obligations in such Trust
unless such Obligations are in default in payment of principal or interest or
in significant risk of such default. For a description of the situations in
which the Evaluator may value the insurance obtained by the Trust, see "
Public Offering--Offering Price" .
The price at which Units may be redeemed could be less than the price paid by
the Unitholder and may be less than the par value of the Obligations
represented by the Units so redeemed. As stated above, the Trustee may sell
Obligations to cover redemptions. When Obligations are sold, the size and
diversity of the affected Trust will be reduced. Such sales may be required at
a time when Obligations would not otherwise be sold and might result in lower
prices than might otherwise be realized. Pursuant to an irrevocable commitment
of the Portfolio Insurers, the Trustee upon the sale of an Obligation has the
right to obtain permanent insurance for such Obligation upon the payment of a
single predetermined insurance premium and any expenses related thereto from
the proceeds of the sale of such Obligation. Accordingly, any Obligation may
be sold on an insured basis.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or during which the Securities and Exchange
Commission determines that trading on that Exchange is restricted or an
emergency exists, as a result of which disposal or evaluation of the
Obligations in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Under
certain extreme circumstances the Sponsor may apply to the Securities and
Exchange Commission for an order permitting a full or partial suspension of
the right of Unitholders to redeem their Units.
TRUST ADMINISTRATION
- --------------------------------------------------------------------------
Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the second
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units.
The offering price of any Units acquired by the Sponsor will be in accord with
the Public Offering Price described in the then currently effective prospectus
describing such Units. Any profit resulting from the resale of such Units will
belong to the Sponsor which likewise will bear any loss resulting from a lower
offering or redemption price subsequent to its acquisition of such Units.
Portfolio Administration. The Trustee is empowered to sell, for the purpose of
redeeming Units tendered by any Unitholder, and for the payment of expenses
for which funds may not be available, such of the Obligations designated by
the Evaluator as the Trustee in its sole discretion may deem necessary. The
Evaluator, in designating such Obligations, will consider a variety of
factors, including (a) interest rates, (b) market value and (c) marketability.
To the extent that Obligations are sold which are current in payment of
principal and interest in order to meet redemption requests and defaulted
Obligations are retained in the portfolio in order to preserve the related
insurance protection applicable to said Obligations, the overall quality of
the Obligations remaining in a Trust's portfolio will tend to diminish. The
Sponsor is empowered, but not obligated, to direct the Trustee to dispose of
Obligations in the event of an advanced refunding.
The Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Obligations to issue new obligations in exchange or
substitution for any Obligation pursuant to a refunding or refinancing plan,
except that the Sponsor may instruct the Trustee to accept or reject such an
offer or to take any other action with respect thereto as the Sponsor may deem
proper if (1) the issuer is in default with respect to such Obligation or (2)
in the written opinion of the Sponsor the issuer will probably default with
respect to such Obligation in the reasonably foreseeable future. Any
obligation so received in exchange or substitution will be held by the Trustee
subject to the terms and conditions of the Trust Agreement to the same extent
as Obligations originally deposited thereunder. Within five days after the
deposit of obligations in exchange or substitution for underlying Obligations,
the Trustee is required to give notice thereof to each Unitholder, identifying
the Obligations eliminated and the Obligations substituted therefor. Except as
stated herein and under "Trust Portfolio--Replacement Obligations"
regarding the substitution of Replacement Obligations for Failed Obligations,
the acquisition by the Trust of any obligations other than the Obligations
initially deposited is not permitted.
If any default in the payment of principal or interest on any Obligation
occurs and no provision for payment is made therefor either pursuant to the
portfolio insurance, or otherwise, within 30 days, the Trustee is required to
notify the Sponsor thereof. If the Sponsor fails to instruct the Trustee to
sell or to hold such Obligation within 30 days after notification by the
Trustee to the Sponsor of such default, the Trustee may in its discretion sell
the defaulted Obligation and not be liable for any depreciation or loss
thereby incurred.
Amendment or Termination. The Sponsor and the Trustee have the power to amend
the Trust Agreement without the consent of any of the Unitholders when such an
amendment is (a) to cure an ambiguity or to correct or supplement any
provision of the Trust Agreement which may be defective or inconsistent with
any other provision contained therein or (b) to make such other provisions as
shall not adversely affect the interest of the Unitholders (as determined in
good faith by the Sponsor and the Trustee), provided that the Trust Agreement,
may not be amended to increase the number of Units issuable thereunder or to
permit the deposit or acquisition of obligations either in addition to or in
substitution for any of the Obligations initially deposited in the Trust,
except for the substitution of certain refunding obligations for such
Obligations. In the event of any amendment, the Trustee is obligated to notify
promptly all Unitholders of the substance of such amendment.
A Trust may be terminated at any time by consent of Unitholders representing
51% of the Units of the Trust then outstanding or by the Trustee when the
value of the Trust, as shown by any semi-annual evaluation, is less than that
indicated under "Summary of Essential Financial Information" .
A Trust will be liquidated by the Trustee in the event that a sufficient
number of Units not yet sold are tendered for redemption by the Underwriters,
including the Sponsor, so that the net worth of the Trust would be reduced to
less than 40% of the initial principal amount of the Trust. If the Trust is
liquidated because of the redemption of unsold Units by the Underwriters, the
Sponsor will refund to each purchaser of Units the entire sales charge paid by
such purchaser.
The Trust Agreement provides that the Trust shall terminate upon the
redemption, sale or other disposition of the last Obligation held in the
Trust, but in no event shall it continue beyond the end of the year preceding
the fiftieth anniversary of the Trust Agreement. In the event of termination
of the Trust, written notice thereof will be sent by the Trustee to each
Unitholder of the Trust at his address appearing on the registration books of
the Trust maintained by the Trustee, such notice specifying the time or times
at which the Unitholder may surrender his certificate or certificates for
cancellation. Within a reasonable time thereafter the Trustee shall liquidate
any Obligations then held in the Trust and shall deduct from the funds of the
Trust any accrued costs, expenses or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of
any applicable taxes or other governmental charges. The sale of Obligations in
the Trust upon termination may result in a lower amount than might otherwise
be realized if such sale were not required at such time. For this reason,
among others, the amount realized by a Unitholder upon termination may be less
than the principal amount or par amount of Obligations represented by the
Units held by such Unitholder. The Trustee shall then distribute to each
Unitholder his share of the balance of the Interest and Principal Accounts.
With such distribution the Unitholders shall be furnished a final distribution
statement of the amount distributable. At such time as the Trustee in its sole
discretion shall determine that any amounts held in reserve are no longer
necessary, it shall make distribution thereof to Unitholders in the same
manner.
Limitation on Liabilities. The Sponsor, the Evaluator and the Trustee shall be
under no liability to Unitholders for taking any action or for refraining from
taking any action in good faith pursuant to the Trust Agreement, or for errors
in judgment, but shall be liable only for their own willful misfeasance, bad
faith or negligence (gross negligence in the case of the Sponsor) in the
performance of their duties or by reason of their reckless disregard of their
obligations and duties hereunder. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Obligations. 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 Obligations 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 and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Trust Agreement shall be made in
good faith upon the basis of the best information available to it, provided,
however, that the Evaluator shall be under no liability to the Trustee,
Sponsor or Unitholders for errors in judgment. This provision shall not
protect the Evaluator in any case of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
Sponsor. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. The Sponsor is an indirect
subsidiary of VK/AC Holding, Inc. Prior to October 31, 1996, VK/AC Holding,
Inc. was controlled, through the ownership of a substantial majority of its
common stock, by The Clayton & Dubilier Private Equity IV Limited Partnership.
On October 31, 1996, VK/AC Holding, Inc. became a wholly owned indirect
subsidiary of Morgan Stanley Group Inc. pursuant to the closing of an
Agreement and Plan of Merger among Morgan Stanley Group Inc., MSAM Holdings
II, Inc. and MSAM Acquisition Inc., whereby MSAM Acquisition Inc. was merged
with and into VK/AC Holding, Inc. and VK/AC Holding, Inc. was the surviving
corporation (the "Acquisition" ).
As a result of the Acquisition, VK/AC Holding, Inc. became a wholly owned
subsidiary of MSAM Holdings II, Inc. which, in turn, is a wholly owned
subsidiary of Morgan Stanley Group Inc. Morgan Stanley Group Inc. and various
of its directly or indirectly owned subsidiaries, including Morgan Stanley
Asset Management Inc., an investment adviser ("MSAM" ), Morgan Stanley
& Co. Incorporated, a registered broker-dealer and investment adviser, and
Morgan Stanley International, are engaged in a wide range of financial
services. Their principal businesses include securities underwriting,
distribution and trading; merger, acquisition, restructuring and other
corporate finance advisory activities; merchant banking; stock brokerage and
research services; asset management; trading of futures, options, foreign
exchange commodities and swaps (involving foreign exchange, commodities,
indices and interest rates); real estate advice, financing and investing; and
global custody, securities clearance services and securities lending. As of
December 31, 1996, MSAM, together with its affiliated investment advisory
companies, had approximately $113 billion of assets under management and
fiduciary advice.
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover & Co.
announced that they had entered into an Agreement and Plan of Merger to form
Morgan Stanley, Dean Witter, Discover & Co. Subject to certain conditions
being met, it is currently anticipated that the transaction will close in
mid-1997. Thereafter, Van Kampen American Capital Distributors, Inc. will be
an indirect subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
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, (630) 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 November 30, 1996, the total
stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$129,451,000 (unaudited). (This paragraph relates only to the Sponsor and not
to the Trusts or to any other Series thereof or to any other underwriter. The
information is included herein only for the purpose of informing investors as
to the financial responsibility of the Sponsor and its ability to carry out
its contractual obligations. More detailed financial information will be made
available by the Sponsor upon request.)
As of December 31, 1996, the Sponsor and its Van Kampen American Capital
affiliates managed or supervised approximately $59 billion of investment
products, of which over $11.88 billion is invested in municipal securities.
The Sponsor and its Van Kampen American Capital affiliates managed $48 billion
of assets, consisting of $29.9 billion for 59 open-end mutual funds (of which
46 are distributed by Van Kampen American Capital Distributors, Inc.), $13.1
billion for 38 closed-end funds and $4.99 billion for 106 institutional
accounts. The Sponsor has also deposited approximately $26 billion of unit
investment trusts. All of Van Kampen American Capital's open-end funds,
closed-end funds and unit investment trusts are professionally distributed by
leading financial firms nationwide. Based on cumulative assets deposited, the
Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust\xe2 or the IM-IT\xe2 Trust. The Sponsor also provides
surveillance and evaluation services at cost for approximately $13 billion of
unit investment trust assets outstanding. Since 1976, the Sponsor has serviced
over two million investor accounts, opened through retail distribution firms.
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 Obligations for the portfolio of the Trust.
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 certificates issued by
the Trust to, every Unitholder of the Trust. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during 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 Obligations held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the Trust 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.
UNDERWRITING
- --------------------------------------------------------------------------
The Underwriters named below have severally purchased Units in the following
respective amounts from the Sponsor.
<TABLE>
<CAPTION>
Name
Address Units
<S> <C> <C>
Van Kampen American Capital Dist., Inc. One Parkview Plaza, Oakbrook Terrace, Illinois 60181 7,890
Gruntal & Co., Incorporated 14 Wall Street, New York, New York 10005 250
Oppenheimer & Co., Inc. World Financial Center, 8th Floor, New York, New York 10281 250
Pershing DIV of DLJ Secs Corp. One Pershing Plaza, 7th Floor, Jersey City, New Jersey 07399 250
Dean Witter Reynolds, Incorporated 2 World Trade Center, 59th Floor, New York, New York 10048 100
A.G. Edwards & Sons, Inc. One North Jefferson Avenue, St. Louis, Missouri 63103 100
Fidelity Capital Markets 164 Northern Avenue, Boston, Massachusetts 02210 100
Edward D. Jones & Co. 201 Progress Parkway, Maryland Heights, Missouri 63043 100
9,040
=========
</TABLE>
Units may also be sold to broker-dealers and others at prices representing the
per Unit concession or agency commission stated under "Public
Offering--Unit Distribution" . However, resales of Units by such
broker-dealers and others to the public will be made at the Public Offering
Price described in the Prospectus. The Sponsor reserves the right to reject,
in whole or in part, any order for the purchase of Units and the right to
change the amount of the concession or agency commission from time to time.
In addition to any other benefits the Underwriters may realize from the sale
of the Units of the Trust, the Agreement Among Underwriters provides that the
Sponsor will share on a pro rata basis among those Underwriters who underwrite
at least 250 Units 50% of the aggregate gain, if any, represented by the
difference between the Sponsor's cost of the Securities in connection with
their acquisition and the evaluation thereof on the Date of Deposit less
deductions for certain accrued interest and certain other costs. See "
Public Offering--Sponsor and Underwriter Compensation" and "
Portfolio" .
Underwriters and broker-dealers of the Trust, banks and/or others are eligible
to participate in a program in which such firms receive from the Sponsor a
nominal award for each of their registered representatives who have sold a
minimum number of units of unit investment trusts created by the Sponsor
during a specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales forces of Underwriters,
brokers, dealers, banks and/or others may be eligible to win other nominal
awards for certain sales efforts, or under which the Sponsor will reallow to
any such Underwriters, brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by
the Sponsor, or participate in sales programs sponsored by the Sponsor, an
amount not exceeding the total applicable sales charges on the sales generated
by such person at the public offering price during such programs. Also, the
Sponsor in its discretion may from time to time pursuant to objective criteria
established by the Sponsor pay fees to qualifying Underwriters, brokers,
dealers, banks or others for certain services or activities which are
primarily intended to result in sales of Units of the Trust. Such payments are
made by the Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unitholders pay for their
Units or the amount that the Trust will receive from the Units sold.
Approximately every eighteen months the Sponsor holds a business seminar which
is open to Underwriters that sell units of trusts it sponsors. The Sponsor
pays substantially all costs associated with the seminar, excluding
Underwriter travel costs. Each Underwriter is invited to send a certain number
of representatives based on the gross number of units such firm underwrites
during a designated time period.
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 LLP has acted as counsel for the
Trustee and as special counsel for the Trust for New York tax matters.
Independent Certified Public Accountants. The statement of condition and the
related portfolio at the 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.
DESCRIPTION OF OBLIGATION RATINGS
- --------------------------------------------------------------------------
Standard & Poor's, A Division of the McGraw-Hill Companies. A brief
description of the applicable Standard & Poor's rating symbols and their
meanings follows:
A Standard & Poor's corporate or municipal bond rating is a current assessment
of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers or lessees.
The bond rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer and
obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended, or withdrawn as a result of changes in, or unavailability
of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default--capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangements under the laws of
bankruptcy and other laws affecting creditors' rights.
AAA--Bonds rated AAA have the highest rating assigned by Standard & Poor's to
a debt obligation. Capacity to pay interest and repay principal is extremely
strong.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A--Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated categories.
Plus (+) or Minus (-): The ratings from "AA" to "BBB" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
Provisional Ratings: The symbol "(p)" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the bonds being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on
the likelihood of, or the risk of default upon failure of, such completion.
The investor should exercise his own judgment with respect to such likelihood
and risk.
Moody's Investors Service, Inc. A brief description of the applicable Moody's
Investors Service, Inc. rating symbols and their meanings follow:
Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as "
gilt edge" . Interest payments are protected by a large, or by an
exceptionally stable, margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
With the occasional exception of oversupply in a few specific instances, the
safety of obligations of this class is so absolute that their market value is
affected solely by money market fluctuations.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. These Aa bonds are high grade, their market value virtually immune
to all but money market influences, with the occasional exception of
oversupply in a few specific instances.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as higher medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future. The market value of A-rated bonds may be influenced to some degree by
credit circumstances during a sustained period of depressed business
conditions. During periods of normalcy, bonds of this quality frequently move
in parallel with Aaa and Aa obligations, with the occasional exception of
oversupply in a few specific instances.
Baa--Bonds which are rated Baa are considered as lower medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well. The market value of Baa-rated bonds is more sensitive to changes in
economic circumstances, and aside from occasional speculative factors applying
to some bonds of this class, Baa market valuations move in parallel with Aaa,
Aa and A obligations during periods of economic normalcy, except in instances
of oversupply.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the
high end of its category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.
Con--Bonds for which the security depends upon the completion of some act or
the fulfillment of some condition are rated conditionally. These are bonds
secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
condition attaches. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
As published by the rating companies.
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 Insured Income Trust,
Series 67:
We have audited the accompanying statement of condition and the related
portfolio of Van Kampen American Capital Insured Income Trust, Series 67 as of
May 14, 1997. 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 an irrevocable letter 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
Insured Income Trust, Series 67 as of May 14, 1997, in conformity with
generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
May 14, 1997
<TABLE>
VAN KAMPEN AMERICAN CAPITAL INSURED INCOME TRUST,
SERIES
67
Statement of Condition
As of
May 14, 1997
<CAPTION>
INVESTMENT IN SECURITIES
<S> <C>
Contracts to purchase securities <F1><F2><F4>............ $ 8,597,076
Accrued interest to the First Settlement Date <F1><F4>... 116,048
-------------
Total.................................................... $ 8,713,124
=============
LIABILITY AND INTEREST OF UNITHOLDERS
Liability--..............................................
Accrued interest payable to Sponsor <F1><F4>............. $ 116,048
Interest of Unitholders-- ...............................
Units of fractional undivided interest outstanding:......
Cost to investors <F3> .................................. 9,040,000
Less: Gross underwriting commission <F3> ................ 442,924
-------------
Net interest to Unitholders <F3><F4>..................... 8,597,076
-------------
Total.................................................... $ 8,713,124
=============
- ----------
<FN>
<F1>The aggregate value of the Obligations listed under "Portfolio" and
their cost to the Trust are the same. The value of the Obligations is
determined by Interactive Data Corporation on the bases set forth under "
Public Offering--Offering Price" . The contracts to purchase Obligations
are collateralized by an irrevocable letter of credit of $8,708,394 which has
been deposited with the Trustee. Of this amount $8,597,076 relates to the
offering price on $9,045,000 principal amount of Obligations to be purchased,
and $111,318 relates to accrued interest on such Obligations to the expected
dates of delivery.
<F2> Insurance coverage providing for the timely payment, when due (as more fully
set forth under "Insurance on the Obligations" ), of all principal and
interest on the Obligations in the portfolio of the Trust has been obtained by
the Trust except for Obligations in the Trust for which insurance has been
obtained by the issuer of the Obligation. Such insurance does not guarantee
the market value of the Obligations or the value of the Units. The insurance
obtained by the Trust is effective only while the Obligations are held in such
Trust, however, insurance obtained by an Obligation issuer is effective so
long as such Obligation is outstanding. Neither the bid nor offering prices of
the underlying Obligations or of the Units, absent situations in which the
Obligations are in default in payment of principal or interest or in
significant risk of such default, include value, if any, attributable to the
insurance obtained by the Trust.
<F3>The aggregate public offering price (exclusive of interest) and the aggregate
sales charge are computed on the bases set forth under "Public
Offering--Offering Price" and "Public Offering--Sponsor and
Underwriter Compensation" and assume all single transactions involve less
than 100 Units. For single transactions involving 100 or more Units, 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.
<F4>The Trustee will advance to each Trust the amount of net interest accrued to
May 19, 1997, the First Settlement Date, for distribution to the Sponsor as
the Unitholder of record as of the First Settlement Date.
</TABLE>
<TABLE>
VAN KAMPEN AMERICAN CAPITAL INSURED INCOME TRUST SERIES 67
PORTFOLIO as of May 14, 1997
<CAPTION>
Name of Issuer, Title, Interest Rate and Offering
Aggregate Maturity Date of either Obligations Deposited As Redemption Price to
Principal<F1> or Obligations Contracted for<F1><F5> Rating<F2> Insured<F7> Features<F3> Trust<F4>
- -------------- ----------------------------------------------- ------------- -------------- ------------------ -------------
<S> <C> <C> <C> <C> <C> <C>
685,000 City of Hopkins, Minnesota, Taxable General
Obligation Bonds, Housing Improvement Area, AAA AAA 2006 @ 100
Series 1997B (FSA Insured) 115M-#7.625% Due AAA AAA 2006 @ 100
2/1/2014## 125M-#7.75% Due 2/1/2015## AAA AAA 2006 @ 100
135M-#7.85% Due 2/1/2016## 150M-#7.85% Due AAA AAA 2006 @ 100
$ 2/1/2017## 160M-#7.85% Due 2/1/2018##......... AAA AAA 2006 @ 100 $ 692,356
3 360,000 U.S. Treasury Strip 0.00% Due 5/1/2021........ N/R AAA 68,310<F6>
1,000,000 Western Resources Incorporated #7.65% Due
4/15/2023...................................... BBB+ AAA 2003 @ 103.72 971,250
1,000,000 Cincinnati Gas and Electric Company #7.20%
Due 10/1/2023.................................. A- AAA 2003 @ 103.54 936,250
1,000,000 West Penn Power Company #8.125% Due 8/1/2024.. A+ AAA 2004 @ 103.31 1,022,660
1,000,000 City of Easton, Pennsylvania, Taxable General
Obligation Bonds (AMBAC Indemnity Insured) 2006 @ 102
#7.17% Due 12/1/2025........................... AAA AAA 2016 @ 100 S.F. 943,750
1,000,000 Cathedral City, California, Public Financing
Authority, Lease Revenue Bonds, Series 1997 2007 @ 102
(MBIA Insured) #7.875% Due 8/1/2027........... AAA AAA 2018 @ 100 S.F. 1,013,750
1,000,000 Community Redevelopment Agency of the City of
Palmdale, California, Taxable Revenue Tax
Allocation Bonds, Series 1997B (MBIA Insured) 2007 @ 102
#8.00% Due 9/1/2027............................ AAA AAA 2018 @ 100 S.F. 1,022,500
1,000,000 Good Samaritan Hospital Medical Center, New
York, Master Notes Revenue Bonds, Series 2 2007 @ 102
(FSA Insured) #8.00% Due 11/15/2027........... AAA AAA 2018 @ 100 S.F. 1,023,750
1,000,000 U.S. West Communications (MBIA Insured)
#6.875% Due 9/15/2033.......................... AAA AAA 2003 @ 101.95 902,500
$ 9,045,000 $ 8,597,076
============== =============
</TABLE>
All of the Obligations in the portfolio are insured either by one of the
Preinsured Obligation Insurers (as indicated in the obligation name) or under
a portfolio insurance policy obtained by the Trust from AMBAC Indemnity or
CapMAC. Obligations that are insured under a portfolio insurance policy
obtained by the Trust from CapMAC are marked by a "3" . See "
Insurance on the Obligations" .
For an explanation of the footnotes used on this page, see "Notes to
Portfolio" .
NOTES TO PORTFOLIO: As of the Date of Deposit: May 14, 1997
- --------------------------------------------------------------------------
(1)All Obligations are represented by "regular way" or "when
issued" contracts for the performance of which an irrevocable letter of
credit, obtained from an affiliate of the Trustee, has been deposited with the
Trustee. At the Date of Deposit, Obligations may have been delivered to the
Sponsor pursuant to certain of these contracts; the Sponsor has assigned to
the Trustee all of its right, title and interest in and to such Obligations.
Contracts to acquire Obligations were entered into during the period from May
7, 1997 to May 14, 1997. These Obligations have expected settlement dates from
May 14, 1997 to June 3, 1997 (see "Trust Portfolio" ).
(2)All ratings are by Standard & Poor's unless otherwise indicated. "*"
indicates that the rating of the Obligation is by Moody's Investors Service,
Inc. The ratings represent the latest published ratings by the respective
ratings agency. "Y" indicates that such rating is contingent upon
physical receipt by the respective ratings agency of a policy of insurance
obtained by the issuer of the bonds involved and issued by the Preinsured Bond
Insurer named in the bond's title. A commitment for insurance in connection
with these bonds has been issued by the Preinsured Bond Insurer named in the
bond's title. "N/R" indicates that the applicable rating service did
not provide a rating for that particular Obligation. For a brief description
of the rating symbols and their related meaning, see "Description of
Obligation Ratings" .
(3)There is shown under this heading the year in which each issue of the
Obligations is initially or currently callable and the call price for that
year. Each issue of the Obligations continues to be callable at declining
prices thereafter (but not below par value) except for original issue discount
bonds which are redeemable at prices based on the issue price plus the amount
of original issue discount accreted to redemption date plus, if applicable,
some premium, the amount of which will decline in subsequent years. "
S.F." indicates a sinking fund is established with respect to an issue of
the Obligations. Redemption pursuant to call provisions generally will, and
redemption pursuant to sinking fund provisions may, occur at times when the
redeemed bonds have an offering side valuation which represents a premium over
par. Certain Obligations may be subject to redemption without premium prior to
the date shown pursuant to extraordinary optional or mandatory redemptions if
certain events occur. Notwithstanding any provisions to the contrary, certain
bond issuers have in the past and others may in the future, attempt to redeem
bonds prior to their initially scheduled call dates and at prices which do not
include any premiums. For a general discussion of certain of these events, see
"Trust Portfolio--Redemptions of Obligations" . To the extent that the
Obligations were deposited in the Trust at a price higher than the price at
which they are redeemed, this will represent a loss of capital when compared
with the original Public Offering Price of the Units. Conversely, to the
extent that the Obligations were acquired at a price lower than the redemption
price, this will represent an increase in capital when compared with the
original Public Offering Price of the Units. Distributions will generally be
reduced by the amount of the income which would otherwise have been paid with
respect to redeemed Obligations and there will be distributed to Unitholders
the principal amount and any premium received on such redemption. The
Estimated Current Return and Estimated Long-Term Return in this event may be
affected by such redemptions. For the Federal tax effect on Unitholders of
such redemptions and resultant distributions, see "Tax Status" and
"Estimated Current Return and Estimated Long-Term Return" .
(4)Evaluation of Obligations is made on the basis of current offering prices
for the Obligations. The offering prices are greater than the current bid
prices of the Obligations which is the basis on which Unit value is determined
for purposes of redemption of Units (see "Public Offering--Offering
Price" ).
(5)Other information regarding the Obligations in the Trust, as of the Date of
Deposit, is as follows:
<TABLE>
<CAPTION>
Annual Bid Side
Annual Interest Evaluation
Insurance Cost to Profit (Loss) Income to of
Cost Sponsor to Sponsor Trust Obligations
- ------------ ------------- ----------------- ------------ --------------
<S> <C> <C> <C> <C>
$5,460 $8,547,849 $49,227 $662,339 $8,553,131
</TABLE>
The Sponsor may have entered into contracts which hedge interest rate
fluctuations on certain Obligations in the portfolio. The cost of any such
contracts and the corresponding gain or loss is included in the Cost to
Sponsor. Certain Securities in the Fund, if any, marked by ##, have been
purchased on a "when, as and if issued" or "delayed delivery"
basis.
On the Date of Deposit, the offering side evaluation of the Obligations in the
Trust was higher than the bid side evaluation of such Obligations by 0.49% of
the aggregate principal amount of such Obligations. All contracts are expected
to be settled by the First Settlement Date for the purchase of Units.
"#" indicates that such Obligation was issued at an original issue
discount. The tax effect of Obligations issued at an original issue discount
is described in "Tax Status" .
(6)This Obligation has been purchased at a deep discount from the par value
because there is little or no stated interest income thereon. Obligations
which pay no interest are normally described as "zero coupon" bonds.
Over the life of bonds purchased at a deep discount the value of such bonds
will increase such that upon maturity the holders of such bonds will receive
100% of the principal amount thereof. Approximately 4% of the aggregate
principal amount of the Obligations in the Trust are "zero coupon"
bonds.
(7)Standard & Poor's has assigned its "AAA" investment rating to all
of the Obligations while in the Trust, as insured by the Insurers.
ESTIMATED CASH FLOWS TO UNITHOLDERS
- --------------------------------------------------------------------------
The table below sets forth the per Unit estimated distributions of interest
and principal to Unitholders. The table assumes no changes in Trust expenses,
no changes in the current interest rates, no exchanges, redemptions, sales,
prepayments or partial prepayments of the underlying Obligations prior to
maturity or expected retirement date and the receipt of principal upon
maturity or expected retirement date. To the extent the foregoing assumptions
change actual distributions will vary.
Series 67
<TABLE>
Monthly
<CAPTION>
Estimated Estimated Estimated
Distribution Dates Interest Principal Total
(Each Month) Distribution Distribution Distribution
- ----------------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
June 1997 $ 4.10 $ 4.10
July 1997 - January 2006 5.85 5.85
February 2006 5.71 $ 75.77 81.48
March 2006 - July 2009 5.37 5.37
August 2009 5.16 110.62 115.78
September 2009 4.45 110.62 115.07
October 2009 - November 2009 3.94 3.94
December 2009 3.34 110.62 113.96
January 2010 - July 2014 3.22 3.22
August 2014 3.01 110.62 113.63
September 2014 - April 2021 2.50 2.50
May 2021 2.50 39.82 42.32
June 2021 - April 2023 2.50 2.50
May 2023 1.95 110.62 112.57
June 2023 - September 2023 1.84 1.84
October 2023 1.65 110.62 112.27
November 2023 - November 2025 1.21 1.21
December 2025 1.02 110.62 111.64
January 2026 - September 2033 .56 .56
October 2033 .05 110.62 110.67
</TABLE>
<TABLE>
Semi-annual
<CAPTION>
Distribution Dates Estimated Estimated Estimated
(Each June and December Interest Principal Total
Unless Otherwise Indicated) Distribution Distribution Distribution
- ---------------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
June 1997 $ 4.12 $ 4.12
December 1997 - December 2005 35.35 35.35
February 2006 $ 75.77 75.77
June 2006 33.27 33.27
December 2006 - June 2009 32.45 32.45
August 2009 110.62 110.62
September 2009 110.62 110.62
December 2009 26.39 110.62 137.01
June 2010 - June 2014 19.48 19.48
August 2014 110.62 110.62
December 2014 16.38 16.38
June 2015 - December 2020 15.15 15.15
May 2021 39.82 39.82
June 2021 - December 2022 15.15 15.15
May 2023 110.62 110.62
June 2023 13.95 13.95
October 2023 110.62 110.62
December 2023 9.68 9.68
June 2024 - June 2025 7.33 7.33
December 2025 7.14 110.62 117.76
June 2026 - June 2033 3.44 3.44
October 2033 1.77 110.62 112.39
</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
Fund, the Sponsor or the Underwriters. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in any state
to any person to whom it is not lawful to make such offer in such state.
<TABLE>
<CAPTION>
Title
Page
<S> <C>
Summary Of Essential Financial Information 3
The Trust 5
Investment Objective and Portfolio Selection 5
Trust Portfolio 6
Risk Factors 8
Estimated Current Return and Estimated
Long-Term Return 10
Trust Operating Expenses 11
Insurance on the Obligations 12
Tax Status 17
Accrued Interest 20
Public Offering 21
Rights of Unitholders 26
Trust Administration 29
Underwriting 33
Other Matters 34
Description of Obligation Ratings 34
Report of Independent Certified Public Accountants 36
Statement of Condition 37
Portfolio 38
Notes to Portfolio 39
Estimated Cash Flows to Unitholders 41
</TABLE>
This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Fund 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
May 14, 1997
Van Kampen American Capital
Insured Income Trust
Series 67
A Wealth of Knowledge A Knowledge of Wealth
VAN KAMPEN AMERICAN CAPITAL
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2800 Post Oak Boulevard
Houston, Texas 77056
Please retain this Prospectus for future reference.
Contents of Registration Statement
This Amendment to the 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,
ratings services and legal counsel
The following exhibits:
1.1 Copy of Trust Agreement.
1.4 Copy of Unit Investment Trust Portfolio Insurance Policy issued by
AMBAC Indemnity Corporation.
1.4(a) Copy of Unit Investment Trust Portfolio Insurance Policy issued by
Capital Markets Assurance Corporation.
1.5 Copy of Master Agreement Among Underwriters.
3.1 Opinion and consent of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal tax status of securities being
registered.
3.3 Opinion and consent of counsel as to New York tax status of
securities being registered.
4.1 Consent of Interactive Data Corporation
4.2 Consent of Standard & Poor's.
4.3 Consent of Grant Thornton LLP.
EX-27 Financial Data Schedule.
Signatures
The Registrant, Van Kampen American Capital Insured Income Trust,
Series 67 hereby identifies Van Kampen Merritt Insured Income Trust,
Series 1 and Insured Municipals Income Trust and Investors' Quality Tax-
Exempt Trust, Multi-Series 189 for purposes of the representations
required by Rule 487 and represents the following: (1) that the
portfolio securities deposited in the series as to the securities of
which this Registration Statement is being filed do not differ materially
in type or quality from those deposited in such previous series; (2)
that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information
for, the series with respect to the securities of which this Registration
Statement is being filed, this Registration Statement does not contain
disclosures that differ in any material respect from those contained in
the registration Statement for such previous series as to which the
effective date was determined by the Commission or the staff; and (3)
that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Insured Income Trust, Series 67
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 14th day of May, 1997.
Van Kampen American Capital Insured Income
Trust, Series 67
By Van Kampen American Capital
Distributors, Inc.
By 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 on May 14,
1997 by the following persons who constitute a majority of the Board of
Directors of Van Kampen American Capital Distributors, Inc.
Signature Title
Don G. Powell Chairman and Chief Executive )
Officer )
William R. Molinari President and Chief Operating )
Officer
Ronald A. Nyberg Executive Vice President and )
General Counsel
William R. Rybak Executive Vice President and )
Chief Financial Officer )
Sandra A. Waterworth
(Attorney-in-fact*)
*An executed copy of each of the related powers of attorney was
filed with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Insured Municipals Income Trust 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.
Exhibit 1.1
Van Kampen American Capital Insured Income Trust
Series 67
Trust Agreement
Dated: May 14, 1997
This Trust Agreement between Van Kampen American Capital
Distributors, Inc., as Depositor, American Portfolio Evaluation Services,
a division of Van Kampen American Capital Investment Advisory Corp., as
Evaluator, and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Van Kampen
Merritt Insured Income Trust, Series 1 and Subsequent Series, Effective:
April 3, 1990" (herein called the "Standard Terms and Conditions of
Trust") and such provisions as are set forth in full and such provisions
as are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and Sections
of the Standard Terms and Conditions of Trust.
Witnesseth That:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee and the Evaluator agree as
follows:
Part I
Standard Terms and Conditions of Trust
Subject to the Provisions of Part ii hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein
incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument.
Part II
Special Terms and Conditions of Trust
The following special terms and conditions are hereby agreed to:
(a) The Bonds defined in Section 1.01(4), listed in Schedule A
hereto, have been deposited in trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of the
Trust Fund represented by each Unit is the amount set forth under
"Summary of Essential Financial Information-Fractional Undivided
Interest in the Fund per Unit" in the Prospectus.
(c) The First General Record Date and the amount of the second
distribution of funds from the Interest Account shall be the record
date for the Interest Account and the amount set forth under
"Distribution Options" on page 2 of the Prospectus.
(d) The First Settlement Date shall be the date set forth
under "Summary of Essential Financial Information-First Settlement
Date" in the Prospectus.
(e) The Evaluation time has been changed from 3:00 P.M.
Eastern time to 4:00 P.M. Eastern time.
(f) Sections 8.02(d) and 8.02(e) of the Standard Terms and
Conditions of Trust are hereby stricken and replaced by the
following:
(d) distribution to each Certificateholder of such Trust
such holder's pro rata share of the balance of the Interest
Account of such Trust;
(e) distribute to each Certificateholder of such Trust
such holder's pro rata share of the balance of the Principal
Account of such Trust; and
(g) Section 1.01(11) of the Standard Terms and Conditions of
Trust are hereby stricken and replaced by the following:
(11) "Insurer" shall mean AMBAC Indemnity Corporation,
and/or Capital Markets Assurance Corporation, their respective
successors and assigns, each having its principal office in New
York, New York, one or both of which have issued the contract
or policy of insurance obtained by the Trust Fund protecting
the Trust Fund and the Certificateholders thereof against
nonpayment when due of the principal of and interest on certain
of the Bonds (except for Pre-Insured Bonds) held by the Trustee
as part of the Fund.
(h) All references to "Van Kampen Merritt Insured Income
Trust," "Van Kampen Merritt Inc." and "Van Kampen Merritt Investment
Advisory Corp." in the Standard Terms and Conditions of Trust are
hereby stricken and replaced with "Van Kampen American Capital
Insured Income Trust," "Van Kampen American Capital Distributors,
Inc." and "Van Kampen American Capital Investment Advisory Corp.,"
respectively.
(i) The Trustee's annual compensation as set forth under
Section 6.04, under each distribution plan shall be that amount as
specified in the Prospectus under the section entitled "Per Unit
Information" for each Trust and will include a fee to induce the
Trustee to advance funds to meet scheduled distributions.
(j) The term "Record Date" shall mean the "Record and
Computation Dates" set forth under "Per Unit Information" for each
Trust in the Prospectus. Notwithstanding anything to the contrary
in the Standard Terms and Conditions of Trust, all distributions to
Certificateholders shall be computed as of the related Record Date
as that term is defined in the previous sentence.
(k) The term "Distribution Date" shall mean the "Distribution
Dates" set forth under "Per Unit Information" for each Trust in the
Prospectus. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, all distributions to
Certificateholders shall be made as of the related Distribution Date
as that term is defined in the previous sentence.
In Witness Whereof, Van Kampen American Capital Distributors, Inc.
has caused this Trust Agreement to be executed by one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to be
hereto affixed and attested by its Secretary or one of its Vice
Presidents or Assistant Secretaries, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory
Corp., has caused this Trust Indenture and Agreement to be executed by
its President or one of its Vice Presidents and its corporate seal to be
hereto affixed and attested to by its Secretary, its Assistant Secretary
or one of its Assistant Vice Presidents and The Bank of New York, has
caused this Trust Agreement to be executed by one of its Vice Presidents
and its corporate seal to be hereto affixed and attested to by one of its
Assistant Treasurers; all as of the day, month and year first above
written.
Van Kampen American Capital
Distributors, Inc.
By Sandra A. Waterworth
Vice President
Attest:
By Gina M. Scumaci
Assistant Secretary
American Portfolio Evaluation
Services, a division of Van Kampen
American Capital Investment
Advisory Corp.
By Dennis J. McDonnell
President
Attest:
By Scott E. Martin
Secretary
The Bank of New York
By Jeffrey Bieselin
Vice President
Attest:
By Norbert Loney
Assistant Treasurer
Schedule A to Trust Agreement
Securities Initially Deposited
in
Van Kampen American Capital Insured Income Trust,
Series 67
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
Exhibit 1.4
AMBAC AMBAC Indemnity Corporation
c/o CT Corporation Systems
Municipal Bond Investment 44 East Mifflin Street
Trust Insurance Policy Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company
Agrees to Guarantee
Van Kampen American Capital Insured Income Trust, Series 67
to Van Kampen American Capital Distributors, Inc.
("Investment Trust") the insured, the payment of that portion of the
principal of and interest on each of the Bonds which shall be due during
the Policy Period but is unpaid by reason of Nonpayment by the Issuer, in
consideration of the insurance premium paid and subject to the terms and
conditions contained herein or added hereto.
Policy No. FE014482 Policy Date: May 14, 1997
Trustee: The Bank of New York
101 Barclay Street, 17flW
New York, New York 10286
In Witness Whereof, the Insurer has caused this Policy to be affixed
with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal
and signatures and binding upon the Insurer by virtue of the
countersignature of its duly authorized representative.
P. Lassiter
President
AMBAC Indemnity Corporation
Stephen D. Cooke
Secretary
/w/Nancy Davila
Authorized Representative
1. Definitions
(a) "Policy" is this policy of insurance and all applications and
schedules for Municipal Bond Investment Trust Insurance relating hereto,
all of which are hereby incorporated by reference herein.
(b) "Bonds" are the specific securities covered by this Policy and
are identified and described in the Schedule attached hereto and hereby
made a part hereof.
(c) "Issuer" is each respective issuer, identified in the Schedule,
of the Bonds.
(d) "Investment Trust" is the entity represented to have an
insurable interest in the Bonds insured under this Policy, identified on
the face of this Policy.
(e) "Trustee" is the Trustee of the Investment Trust, or any
successor Trustee thereto or Co-Trustee therewith.
(f) "Sponsor" is the firm or entity responsible for creating the
Investment Trust and thereafter performing the services to it required of
its sponsor, or any successor Sponsor thereof or Co-Sponsor therewith.
(g) "Insured Instrument" is any instrument evidencing all or any
part of the principal or of interest on a Bond which is Due for Payment.
(h) "Policy Period" is the period during which this Policy of
insurance is effective. The Policy Period commences at 12:01 A.M.
(i) "Premium Installment Period" is the period for which
installments of the annual insurance premium are payable monthly,
quarterly or semiannually, as determined initially for the Investment
Trust.
(j) "Nonpayment" is the failure of an Issuer to provide sufficient
funds to the payment agent for payment in full of all principal and
interest on a Bond which is Due for Payment.
(k) "Due for Payment," when referring to principal of a Bond (or
Insured Instrument evidencing such principal), is when the stated
maturity date has been reached, and does not refer to any earlier date on
which payment is due by reason of call for redemption, acceleration or
other advancement of maturity; and when referring to interest on a Bond
(or Insured Instrument evidencing such interest), is when the stated date
for payment has been reached.
(l) "Bond Proceedings" are the legal proceedings by which each of
the Bonds has been authorized, issued or secured, including the governing
statutes, the pertinent resolutions and ordinances of the Issuer, and any
trust indenture, mortgage, lease agreement or other contract relating to
the Bond or its security.
2. Noncancellability and Termination-Refunds of Premium
This Policy cannot be cancelled by AMBAC. The insurance provided by
this Policy shall remain in force throughout the Policy period. This
Policy provides for payment to the Trustee as a result of Nonpayment of
the Bonds. In the event the Trustee sells any of the Bonds, then this
Policy shall be terminated as to any such Bond on the date of said sale,
and AMBAC shall not have any liability under t his Policy on account of
Nonpayment of any such Bond occurring thereafter. This Policy shall be
terminated as to any Bond which AMBAC has been notified by the Sponsor or
by the Trustee has been redeemed from or sold by the Investment Trust, or
was not deposited by the Sponsor, or the contract to purchase which has
failed, on the date such notice is received by AMBAC, and AMBAC shall not
have any liability under this Policy on account of Nonpayment of any such
Bond occurring thereafter. When AMBAC is notified by the Trustee or the
Sponsor that any of the Bonds have been redeemed or sold from the
Investment Trust, or were not deposited into it, or a contract to
purchase any such Bonds has failed, a refund of any prepaid premium
thereof shall be made to the Investment Trust or the Sponsor, as the case
may be. Such notification to AMBAC must specify the amount of Bonds
affected, identify each by its Item Number in an Application identified
by its date and designate the date of such disposal or failure.
3. payment by Insurer-Amount, When and How Payable
(a) Amount-Payment by AMBAC of the aggregate of the face amount of
all Insured Instruments of the Investment Trust as to which there has
been a Nonpayment, reduced by the aggregate of: (i) the amount which the
Issuer shall have provided for payment of Insured Instruments by the time
of Nonpayment; and (ii) the amount which has been received from any other
source to pay Insured Instruments; such payment shall fully discharge
AMBAC from any further liability on account of the Nonpayment.
(b) When Payable-The payment due the Investment Trust shall be made
not later than thirty days after notice from the Trustee is received by
AMBAC that Nonpayment has occurred, but not earlier than the date on
which the Insured Instruments are Due for Payment.
(c) How Payable-The payment due the Investment Trust shall be paid
by AMBAC in exchange for delivery of Insured Instruments, not less in
face amount than the amount of the payment, in bearer form, free and
clear of all liens and encumbrances and uncancelled. In cases where an
Insured Instrument is issuable only in a form whereby principal is
payable to registered holders or their assigns, AMBAC shall pay principal
only upon presentation and surrender of the unpaid Insured Instrument,
uncancelled and free of any adverse claim, together with an instrument of
assignment, in satisfactory form, so as to permit ownership of such
Insured Instrument to be registered in the name of AMBAC or its nominee.
In cases where an Insured Instrument is issuable only in a form whereby
interest is payable to registered holders or their assigns, AMBAC shall
pay interest only upon presentation of proof that the claimant is the
person entitled to the pa shall pay interest only upon presentation of
proof that the claimant is the person entitled to the payment of interest
on the Insured Instrument and delivery of an instrument of assignment, in
satisfactory form, transferring to AMBAC all rights under such Insured
Instrument to receive the interest in respect of which the insurance
payment was made.
4. Rights of AMBAC
(a) Subrogation-When AMBAC has made payment with respect to an
Insured Instrument, it shall be subrogated to all of the rights to
payment of the Investment Trust thereon or in relation thereto to the
extent of such payment.
(b) Vesting of Rights and Powers-When AMBAC has made the payment
due to the Investment Trust as described in Condition 3, and until the
full amount of such payment has been recovered, AMBAC shall be vested
with all of the Investment Trust's options, votes, rights, powers and the
like under the Bond Proceedings. AMBAC shall not be liable to the
Investment Trust for any loss or damage resulting from the exercise of or
failure to exercise any of such options, votes, rights, powers and the
like.
(c) Exercise of Rights and Powers-AMBAC may, in its absolute
discretion, exercise or fail to exercise any option, vote, right, power
or the like it may have as holder or registered owner of an Insured
Instrument with respect to which it has made payment. AMBAC shall not be
liable to the Investment Trust for any loss or damage resulting therefrom
(d) Securing of Rights-The Trustee shall execute and deliver
instruments and do whatever else is necessary to secure the foregoing
rights for AMBAC, and will do nothing to prejudice them.
5. Payment of Insurance Premium Installments
The Trustee shall pay, when due, successively, the full amount of
each installment of the insurance premium. Each installment of the
insurance premium is due on or before the last day of the expiring
Premium Installment Period.
If AMBAC has not received such payment on or before such last day,
it shall give notice to the Sponsor to that effect. Such installment
shall be deemed to have been paid when due if AMBAC receives such payment
within ten days after it has given such notice.
The Trustee shall, with each payment, notify AMBAC of all Bonds
which, during the expiring Premium Installment period, were redeemed from
or sold by the Investment Trust, or the contract to purchase which
failed, or which have not been deposited by the Sponsor. Such
notification to AMBAC must specify the amounts of Bonds affected and
identify each by its Item Number in an Application identified by date.
No such notice need be given as to Bonds with respect to which AMBAC has
previously been notified to the same effect.
6. Where Notice is Given
All submissions, designations, payments, notices, reports and other
data or documents required to be submitted shall be mailed to AMBAC at
its administrative office, or to the Investment Trust at its address
shown on the face of this Policy or such other address as it shall
designate.
7. Waiver of Conditions
No permission affecting this insurance shall exist, or waiver of any
condition be valid, unless expressed in writing added hereto. Each of
the conditions of this Policy is hereby made severable, and waiver of one
condition is not a waiver of any other condition.
8. Suit
No suit or action on this Policy for the recovery of any amount
shall be sustained in any court of law or equity unless all of the
conditions of this Policy shall have been complied with (unless
specifically waived by AMBAC in writing) and unless commended within two
years after a Nonpayment.
9. Conflict of Laws
Any provision of this Policy which is on conflict with the laws of
the jurisdiction in which it is effective is hereby amended to conform
with the minimum requirements of such laws.
AMBAC AMBAC Indemnity Corporation
c/o CT Corporation Systems
Schedule of Bonds 44 East Mifflin Street
(a part of the Application and Policy) Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
<TABLE>
Van Kampen American Capital Insured Income Trust, Series 67
Date of Application: May 14, 1997
<CAPTION>
Item Par Full Name Purpose of Date Annual Initial
No. Value of Issuer Bonds Interest of Maturity Premium Annual
Rate Bonds Date Rate Premium
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. $1,000M Western Resources (SMIP Option 7.650% 04/27/93 04/15/23 .2000% $2,000.00
Incorporated Premium Rate:
.675%)
2. $1,000M West Penn Power Company (SMIP Option 8.125% 08/01/94 08/01/24 .1400% $1,400.00
Premium Rate:
.65%)
3. $1,000M Cincinnati Gas & (SMIP Option 7.200% 10/01/93 10/01/23 .1700% $1,700.00
Electric Company Premium Rate:
.70%)
* Premium attributable to the original insured amount of each Item of Bonds.
</TABLE>
Exhibit 1.4(a)
Unit Investment Trust Insurance Policy
for Van Kampen American Capital
Insured Income Trust
Intermediate Series 67
Capital Markets Assurance Corporation
885 Third Avenue
New York, New York 10022
Policy No.: SB11490
Capital Markets Assurance Corporation (the "Insurer"),inconsideration
of the payment of the premium and subject to the terms of this policy and
the letter agreement dated May 14, 1997 among the Insurer, the
Depositor and the Trustee, each as hereinafter defined, hereby unconditionally
and irrevocably guarantees to the Trust, as hereinafter defined, the full and
complete payment required to be made by or on behalf of the issuer(s) of the
Obligations, as hereinafter defined, to the applicable paying agent(s) for the
underlying obligations or its/their successor(s) (the "Paying Agent") of an
amount equal to (i) the principal of (either at the stated maturity or by any
advancement of maturity pursuant to a mandatory sinking fund payment) and
interest on the obligations described in Exhibit A attached hereto (referred
to herein as the "Obligations"), as such payments shall become due but shall
not be so paid in accordance with the original terms of the Obligations when
issued and without regard to any amendment or modification which affects in
any manner the amount, terms or conditions of payment of such Obligations
thereafter, unless the Insurer has previously consented in writing to any such
amendment or modification, except that in the event of any acceleration of the
due date of such principal by reason of mandatory or optional redemption or
acceleration resulting from a default (an "Acceleration Default"), a failure
to make any required principal and/or interest payment as and when due (after
giving effect to any applicable grace or cure period)(a "Payment Default")
or an event of bankruptcy, receivership, insolvency or similar action (a
"Bankruptcy Default"), other than any advancement of maturity pursuant to a
mandatory sinking fund payment, the payments guaranteed hereby may be made
by the Insurer at its option upon the earlier to occur of an Acceleration
Default, a Payment Default or a Bankruptcy Default within thirty (30) days
of notice of such Acceleration Default, Payment Default or Bankruptcy Default
(x) in such amounts and at such times as such payments would have been due had
there not been any such acceleration or (y) on such accelerated basis by
payment (an "Accelerated Payment") of an amount equal to the par value of such
Obligation plus accrued interest to the date of any such Accelerated Payment,
and (ii) the payment of any Insured Amount subsequently avoided in whole or in
part as a preference payment under applicable law. The amounts referred to in
the preceding sentence, including the Accelerated Payment, shall be referred
to herein collectively as the "Insured Amounts."
Upon receipt of telegraphic or telecopied notice, such notice promptly
confirmed in writing by registered or certified mail, in the form of Exhibit B
hereto duly completed (such form to be sent and notice to be given for each
Obligation for which a claim is made under this policy), or upon receipt of
written notice by registered or certified mail in the form of Exhibit B hereto
duly completed (such form to be sent and notice to be given for each
Obligation for which a claim is made under this policy), by the Insurer or
its designee from the Trustee, that a Payment Default has occurred, the
Insurer shall, on the business day next succeeding the later of (x) the date
which is thirty (30) days after the date of any Payment Default or (y) receipt
of the first notice of such Payment Default with respect to such Obligation
and, in the event the Insurer does not make an Accelerated Payment,
thereafter, within one (1) business day after the later of (x) receipt of
notice of a subsequent Payment Default or (y) the due date of the Insured
Amounts to which such notice relates, disburse to the Trustee payment of the
Insured Amounts due on such Obligation, less any amount held by the Paying
Agent or the Trustee for the payment of the Insured Amounts and legally
available therefor. Notwithstanding the foregoing, in the event a Bankruptcy
Default or Acceleration Default occurs prior to any Payment
Default, the Insurer may, at its option, make an Accelerated Payment upon the
earlier to occur of such Bankruptcy Default or Acceleration Default within
thirty (30) days of such Bankruptcy Default or Acceleration Default. In such
event, the Insurer shall have no further Obligation to make any payments in
respect of the Obligation for which such Accelerated Payment was made. The
Trustee will be paid, as to principal or as to principal and interest, upon
presentment and surrender to the Insurer of each Obligation, or in the case of
any Obligation held by a depository (the "Depository") on behalf of the
Trustee, presentment and surrender of such Obligation through the Depository,
or presentment of such other proof of ownership of the Obligation
registered, together with evidence satisfactory to the Insurer that, in all
cases, such Obligation is the Obligation described in this policy or any
replacement or successor hereto, and that such Obligation is free and clear
of all claims and encumbrances created by or on behalf of the Trustee and is
uncancelled, and any appropriate instruments of assignment to evidence the
assignment of the Insured Amounts due on the Obligation as are paid by the
Insurer, such instruments being in a form satisfactory to the Insurer.
This policy does not insure against loss of any prepayment premium which may
at any time be payable with respect to any Obligation.
If payment of any principal of or interest on the Obligations that is
avoided as a preference under applicable, bankruptcy, insolvency, receivership
or similar law in the event of a bankruptcy, insolvency, receivership or
similar action of the issuer of the Obligation is required to be made under
this policy, the Insurer will pay such amount as is avoided as a preference
pursuant to the Order or notice referred to below when due to be paid on a
scheduled basis in accordance with the original terms of the Obligations
(without reference to any redemption thereof) and in any event no earlier
than the first to occur of the fourth business day following receipt by
the Insurer from the Trustee of (i)(x) a certified copy of the order of the
court, or such regulatory authority which exercised jurisdiction, to the
effect that the Trustee or the Depository is required to return principal or
interest paid on any Obligation during the term of this policy because such
payments were avoidable preferences under applicable bankruptcy, insolvency,
receivership or similar laws (the "Order") and (y) a certificate of the Trustee
that the Order has been entered and is not subject to any stay or (ii) notice
from the Trustee that such payment has been avoided and the Depository holding
the affected Obligation on behalf of the Trust has repaid such avoided payment
and/or charged or reduced the account of the Trustee by the amount of such
avoided payment (provided that if such certified copy and certificate or notice
referred to in clauses (i) and (ii) above are received after 1:00 p.m., New
York City time, on such business day, the Insurer shall make such payment on
the fifth business day following such date). Such payment shall be disbursed
to the receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Order and not to the Trustee directly in the event of receipt of
the certified copy and certificate referred to in clause (i) above and to the
Trustee in the event of receipt of the notice referred to in clause (ii) above.
Notwithstanding the foregoing or any other provisions of this policy, if
the Trustee receives notice that payment of any principal of or interest on
any of the Obligations is avoided as a preference under applicable bankruptcy,
insolvency, receivership or similar law and the Depository holding the
affected Obligation has not repaid such amount or charged or reduced the
Trustee's account for such amount, then the Trustee shall forward such notice
to the Insurer within four business days of the Trustee's receipt thereof.
The Insurer shall have the option to commence any appropriate adversary
proceeding, in which case it shall be responsible for all costs and expenses
in connection therewith and shall indemnify and hold the Trustee harmless
against any loss or liability in connection therewith or the failure of the
Trustee to make such preference payment, or to pay the amount of such avoided
payment to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in such notice in accordance with the preceding paragraph.
After the Insurer has made payment with respect to an Obligation, it
shall be subrogated to all of the rights of the Trust thereon or in relation
thereto to the extent of such payment, including but not limited to the
rights to commence or participate in an adversary proceeding. When the
Insurer has made any Accelerated Payment, and until the full amount of such
payment has been recovered, the Insurer shall be vested with all of the
Trust's options, rights, votes, powers and the like under all the legal
proceedings by which each Obligation has been authorized, issued or secured,
including, the governing statutes, resolutions and ordinances of the issuer
of the Obligation, and any trust indenture, mortgage, lease agreement or
other contract relating to the Obligation or its security. The Insurer
shall not be liable to the Trust for any loss or damage resulting from the
exercise or failure to exercise, in its sole discretion, any of such options,
votes, rights, powers and the like it may have as holder or registered owner
of an Obligation with respect to which it has made any payment. The Trustee
shall execute and deliver instruments and do whatever else may be required
to secure the foregoing rights of the Insurer, and will do nothing to
prejudice them.
The Obligations of the Insurer hereunder cannot be accelerated except at
the sole option of the Insurer.
The term "Depositor" shall mean Van Kampen American Capital Distributors,
Inc. and its successors or any successor Depositor.
The term "Trust" shall mean the Van Kampen American Capital Insured
Income Trust, Intermediate Series 67, created pursuant to a trust agreement
which incorporates by reference the Standard Terms and Conditions of Trust,
effective April 3, 1990, among the Depositor, the Trustee and American
Portfolio Evaluation Services, as evaluator.
The term "Trustee" shall mean The Bank of New York, or any successor
trustee or co-trustee.
Any service of process on the Insurer may be made to the Insurer,
Attention: General Counsel, at its offices located at 885 Third Avenue, New
York, New York 10022, and such service or process shall be valid and binding.
This policy shall only apply to Obligations held in and owned by the
Trust and held or owned by the Depository on behalf of the Trust and shall
not apply to any Obligations not deposited therein by the Depositor. This
policy shall continue in force only with respect to Obligations held in and
owned by the Trust, and, subject to the provisions of this paragraph, the
Insurer shall not have any liability under this policy with respect to any
Obligations which do not constitute part of the Trust. This policy is
non-cancellable during the term hereof for any reason, but shall terminate
as to any Obligation which is no longer held by the Trust and has been
redeemed from or sold by the Trustee or the Trust on the date of such
redemption or on the settlement date of such sale, and the Insurer shall
not have any liability under this policy as to any such Obligation
thereafter. Notwithstanding the foregoing provisions of this paragraph,
the termination of this policy as to any Obligation shall not affect
the Obligations of the Insurer regarding any other Obligation in the Trust.
This policy shall terminate as to all Obligations on the date on which
the last of the Obligations mature, are redeemed or are sold by the Trust.
The premium on this policy is not refundable for any reason,
including the payment prior to maturity of the Obligations.
This policy is issued only to the Trust and is nontransferable.
This policy shall be governed by and construed under the laws of the
State of New York. Any provision of this policy which is in conflict with
the laws of the State of New York is hereby amended to conform with the
minimum requirements of such laws. This Policy and the obligations of the
Insurer hereunder are not covered by the Property/Casualty Insurance Fund
specified in Article Seventy-Six of the New York Insurance Law.
No provision affecting this policy shall exist, or waiver of any
condition be valid, unless expressed in writing, signed by the Insurer and
the Trustee, and added hereto. Each of the conditions of this policy is
hereby made severable, and waiver of one condition is not a waiver of any
other condition.
No suit or action on this policy for the recovery of any amount shall be
sustained in any court of law or equity unless all of the conditions of this
policy shall have been complied with (unless specifically waived by the
Insurer in writing) and unless commenced within two years after an event
giving rise to the Insurer's Obligation to pay the Insured Amounts.
In Witness Whereof, the Insurer has caused this policy to be executed on
its behalf this 14th day of May, 1997.
Capital Markets Assurance Corporation
By ----------------------------------
Name: Thomas D. Lamb
Title: Vice President
<TABLE>
Exhibit A
To Unit Investment Trust
Insurance Policy No. SB11490
Schedule of Bonds for
Van Kampen American Capital Insured Income Trust Intermediate Series 67
<CAPTION>
Date of Annual Initial
Maturity Issuance Premium Premium
CUSIP No. Par Value Issuer Coupon Date of Bonds Rate Due
<S> <C> <C> <C> <C> <C> <C> <C>
912833LDO $360,000 United States Treasury STRIP 0.000% 05/01/2021 05/15/91 0.100% $ 47.34
=======
Total $ 47.34
</TABLE>
Exhibit B
To Unit Investment
Trust Insurance
Policy No. SB11490
Capital Markets Assurance Corporation
885 Third Avenue
New York, New York 10022
Attention: ________________________
Notice for Payment Under
Unit Investment Trust
Insurance Policy No. SB11310
The undersigned individual, a duly
authorized officer of The Bank of New
York (the "Trustee") hereby certifies
to Capital Markets Assurance Corporation
("CapMAC"), with reference to insurance
policy No. SB11490 issued by CapMAC,
as follows:
(1) The Trustee has not received by _________________ (insert due
date of scheduled payment) an amount of the [principal] or [interest]
payment due on (insert description of bond) (the "Obligation") on such date
and has been notified by the bond trustee for the Obligation (or such other
party that would have knowledge of nonpayment) that it will not receive
such payment or such bond trustee will not confirm to the Trustee that the
full payment has been or is that day being made, and the amount necessary
for the Trustee to have to equal the full amount of such [principal] or
[interest] that is due on the Obligation is $ ___________________ (the
"Shortfall");
(2) The Trustee is making a claim for the Shortfall to be applied to
the payment in full of such [principal] or [interest] payments that are
due;
(3) The Trustee hereby directs CapMAC to make payment of the
Shortfall to the following account: _____________________________;
(4) The Trustee or a depository (the "Depository") on behalf of the
Trustee is the registered owner of the Obligation or coupons and holds
evidence of its right to receive payment of the Shortfall, and the Trustee
hereby represents and surrenders or will cause the Depository to surrender
to CapMAC such Obligation relating to the Shortfall, or presents other
proof of ownership of the Obligation to CapMAC, which shall be acceptable
to CapMAC in its sole judgment;
(5) The Trustee hereby certifies that the Obligation or coupon for
which the Shortfall is being claimed are the same as described in Exhibit A
to the above-referenced policy, are free and clear of any claims or
encumbrances created by or on behalf of the Trustee, and are uncancelled;
and
In Witness Whereof, this Notice for Payment has been executed this _______
day of ____________________ 19_.
By --------------------------
Name:
Exhibit 1.5
Dated: June 1, 1992
Master Agreement Among Underwriters
For Unit Investment Trusts Sponsored by
Van Kampen American Capital Distributors, Inc.
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Gentlemen:
1. The Trust. We understand that you, Van Kampen American Capital
Distributors, Inc. (the "Sponsor"), are entering into this agreement (the
"Agreement") in counterparts with us and other firms who may be
underwriters for issues of various series of unit investment trusts for
which you will act as Sponsor. This Agreement shall apply to any
offering after May 1, 1992 of units of fractional undivided interest in
such various series unit investment trusts in which we elect to act as an
underwriter (underwriters with respect to each such trust being
hereinafter called "Underwriters") after receipt of a notice from you
stating the name and size of the trust and that our participation as an
Underwriter in the proposed offering shall be subject to the provisions
of this Agreement. The issuer of the units of fractional undivided
interests in a series of a unit investment trust offered in any offering
of units made pursuant to this Agreement is hereinafter referred to as
the "Trust" and the reference to "Trust" in this Agreement applies only
to such Trust, and such units of such Trust offered are hereinafter
called the "Units". Each Trust is or will be registered as a "unit
investment trust" under the Investment Company Act of 1940 (the "1940
Act") by appropriate filings with the Securities and Exchange Commission
(the "Commission"). Additionally, each Trust is or will be registered
with the Commission under the Securities Act of 1933 (the "1933 Act") on
Form S-6 or its successor forms, including a proposed form of prospectus
(the "Preliminary Prospectus").
The registration statement as finally amended and revised at the
time it becomes effective is herein referred to as the "Registration
Statement" and the related prospectus is herein referred to as the
"Prospectus", except that if the prospectus filed by the Trust pursuant
to Rule 424(b) under the 1933 Act shall differ from the prospectus on
file at the time the Registration Statement shall become effective, the
term "Prospectus" shall refer to the prospectus filed pursuant to Rule
424(b) from and after the date on which it shall have been filed.
The following provisions of this Agreement shall apply separately to
each individual offering of Units by a Trust.
We understand that as of the date upon which we have agreed to
underwrite Units of the Trust the Commission shall not have issued any
order preventing or restraining the use of any Preliminary Prospectus
and, further, that each Preliminary Prospectus shall conform in all
material respects to the requirements of the 1933 Act and the Rules and
Regulations thereunder and, as of its date, shall not include any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading; and when the Registration
Statement becomes effective, it and the Prospectus, and any amendments or
supplements thereto, will contain all statements that are required to be
stated therein in accordance with the 1933 Act and the Rules and
Regulations thereunder and will in all material respects conform to the
requirements of the 1933 Act and the Rules and Regulations thereunder,
and neither the Registration Statement nor the Prospectus, nor any
amendment or supplement thereto, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that you make no representation or warranty as to
information contained in or omitted from any Preliminary Prospectus, the
Registration Statement, the Prospectus or any such amendment or
supplement, in reliance upon and in conformity with, written information
furnished to you by or on behalf of any Underwriter specifically for use
in the preparation thereof.
2. Designation and Authority of Representative. You are hereby
authorized to act as our representative (the "Representative") in
connection with all matters to which this Agreement relates and to take
the action provided herein to be taken by you as you may otherwise deem
necessary or advisable. We understand that we have no obligations under
this Agreement with respect to any Trust in which we choose not to
participate as an Underwriter.
You will be under no liability to us for any act or omission except
for obligations expressly assumed by you herein and no obligations on
your part will be implied or inferred herefrom. The rights and
liabilities of the respective parties hereto are several and not joint,
and nothing herein or hereunder will constitute then a partnership,
association or separate entity.
3. Profit or Loss in Acquisition of Securities. It is understood
that the acquisition of securities (the "Securities") for deposit in the
portfolio of the Trust shall be at your cost and risk. We acknowledge
that you will share with us any net deposit profits in the amounts and to
the extent, if any, indicated under "Sponsor and Underwriter
Compensation" in the Prospectus. For the purposes of determining the
number of Units underwritten, we understand that we will be credited for
that number of Units set forth opposite our name in the section entitled
"Underwriting" in the prospectus.
We agree that you shall have no liability (as Representative or
otherwise) with respect to the issue form, validity, legality,
enforceability, value of, or title to the Securities, except for the
exercise of due care in determining the genuineness of such Securities
and the conformance thereof with the descriptions and qualifications
appearing in the Prospectus.
4. Purchase of Units. Promptly after you make a determination to
offer Units of a Trust and you inquire as to whether we desire to
participate in such offering, we will advise you promptly as to the
number of Units which we will purchase or of our decision not to
participate in such offering. Such advice may be written or oral. The
delivery to the Sponsor of a completed Schedule A to this Agreement shall
constitute adequate written advice. Oral advice shall be binding but
shall be promptly confirmed in writing by us by means of telegraph,
telegram or other form of wire or facsimile transmission. Such written
confirmation shall contain the information requested by Schedule A to
this Agreement. You may rely on and we hereby commit on the terms and
conditions of this Agreement to purchase and pay for the number of Units
of the Trust set forth in such advice (the "Unit Commitment"). Our Unit
Commitment may be increased only by mutual agreement between us and you
at any time prior to the date as of which the Trust Agreement for the
Trust is executed (the "Date of Deposit"). We agree that you in your
sole discretion reserve the right to decrease our Unit Commitment at any
time prior to the Date of Deposit and if you so elect to make such a
decrease, you will notify us of such an election by telephone and
promptly confirm the same in writing.
The price to be paid for such Units shall be the Public Offering
Price per Unit (as defined in the Prospectus) as first determined on the
Date of Deposit or such later determination on such Date of Deposit as
you shall advise us, less the sum per Unit indicated under "Sponsor and
Underwriter Compensation" in the Prospectus. Further, each Underwriter
who underwrites that number of Units indicated under "Sponsor and
Underwriter Compensation" in the Prospectus will receive from the Sponsor
that additional compensation indicated under such section of the
Prospectus for each Unit it underwrites, providing the Trust size is in
excess of that number of Units, if any, indicated under such section of
the Prospectus. At the Date of Deposit, we will become the owner of the
Units and be entitled to the benefits (except for interest, if any,
accruing from the Date of Deposit to the First Settlement Date) as well
as the risks inherent therein. We acknowledge that those persons, if
any, named in the Prospectus under "Sponsor and Underwriter Compensation"
are Managing or Co-Managing Underwriters of the Trust, as indicated
therein, and we acknowledge that those persons specifically named therein
will receive as additional compensation those respective per Unit amounts
set forth in such section of the Prospectus.
You are authorized to retain custody of our Units until the
Registration Statement relating thereto has become effective under the
1933 Act and you shall have received payment from us for such Units.
You are authorized to file an amendment to said Registration
Statement describing the Securities and furnishing information based
thereon or relating thereto and any further amendments or supplements to
the Registration Statement or Prospectus which you may deem necessary or
advisable. We will furnish to you upon your request such information as
will be required to insure that the Registration Statement and Prospectus
are current insofar as they relate to us and we thereafter continue to
furnish you with such information as may be necessary to keep current and
correct the information previously supplied.
We understand that the Trust will also take action with respect to
the offering and sale of Units in accordance with the Blue Sky or
securities laws of certain states in which it is proposed that the Units
may be offered and sold.
5. Public Offering. You agree that you will advise us promptly
when the Registration Statement has become effective, and we agree that
when we are advised that the Units are released for public offering, we
will make a public offering thereof by means of the Prospectus under the
1933 Act, as amended, which describes the deposit of Securities and
related information. The Public Offering Price and the terms and
conditions of the public offering shall be as set forth in the Prospectus
and shall rely with respect to the offering price of the Securities upon
the determination of the Evaluator named in the Prospectus. Public
advertisement of the offering, if any, shall be made by you on behalf of
the Underwriters on such date as you shall determine. We agree that
before we use any Trust advertising material which we have created, we
will obtain your prior approval to use such advertising materials.
6. Public Offering Price. We agree that each day while this
Agreement is in effect and the evaluation of the Trust is made by the
Evaluator named in the Prospectus, we will contact you for such
evaluation and of the resultant Public Offering Price for the purpose of
the offering and sale of the respective Units to the public. We agree as
required by Section 22(d) of the 1940 Act to offer and sell our Units at
the current Public Offering Price described in the Prospectus.
7. Permitted Transactions. It is agreed that part or all of the
Units purchased by us may be sold to dealers, or other entities with whom
we can legally grant a concession or agency commission, only at the then
effective Public Offering Price, less the concession described in the
Prospectus.
From time to time prior to the termination of this Agreement, at
your Request, we will advise you of the number of our Units which remain
unsold and, at your request, we agree to deliver to you any of such
unsold Units to be sold for our account to retail accounts or, less the
concession or agency commission then effective, to dealers or others.
If prior to the termination of this Agreement, or such earlier date
as you may determine and advise us thereof in writing, you shall purchase
or contract to purchase any of our Units or any Units issued in exchange
therefor, in the open market or otherwise, or if any such Units shall be
tendered to the Trustee for redemption because not effectively placed for
investment by us, we agree to repurchase such Units at a price equal to
the total cost of such purchase, including accrued interest and
commissions, if any, and transfer taxes on redelivery. Regardless of the
amount paid on the repurchase of any such Units, it is agreed that they
may be resold by us only at the then effective Public Offering Price.
Until the termination of this Agreement, we agree that we will make
no purchase of Units other than (i) purchases provided for in this
Agreement, (ii) purchases approved by you and (iii) purchases as broker
in executing unsolicited orders.
8. Compliance With Commission Order. We hereby agree as follows:
(a) we will refund all sales charges to purchasers of Units from us or
any dealer participating in the distribution of Units who purchased such
Units from us if, within ninety days from the time that the Registration
Statement of the respective Units under the 1933 Act shall have become
effective, (i) the net worth of the trust shall be reduced to less than
20% of the principal amount of Securities originally deposited therein or
(ii) the Trust shall have been terminated; (b) you may instruct the
Trustee on the Date of Deposit that, in the event that redemption by any
Underwriters of Units constituting part of any unsold allotment of Units
shall result in the Trust having a net worth of less than 40% of the
principal amount of Securities originally deposited therein, the Trustee
shall terminate the Trust in the manner provided in the Trust Indenture
and Agreement (as defined in the Prospectus) and distribute the
Securities and other assets of the Trust pursuant to the provisions of
the Trust Indenture and Agreement; and (c) in the event that the Trust
shall have been terminated pursuant to (b) above, we will refund any
sales charges to any purchaser of such Units who purchased from us, or
purchased from a dealer participating in the distribution of such Units
who purchased such Units from us. We authorize you to charge our account
for all refunds of sales charges in respect to our Units.
9. Substitution of Underwriters. We authorize you to arrange for
the substitution hereunder of other persons, who may include you and us,
for all or any part of the commitment of any nondefaulting Underwriter
with the consent of such Underwriter, and of any defaulting Underwriter
without the consent thereof, upon such terms and conditions as you may
deem advisable, provided that the number of Units to be purchased by us
shall not be increased without our consent and that such substitution
shall not in any way affect the liability of any defaulting Underwriter
to the other Underwriters for damages from such default, nor relieve any
other Underwriter of any obligation under this Agreement. The expenses
chargeable to the account of any defaulting Underwriter and not paid for
by it or by a person substituted for such Underwriter and any additional
losses or expenses arising from such default shall be considered to be
expenses under this Agreement and shall be charged against the accounts
of the nondefaulting Underwriters in proportion to their respective
commitments.
10. Termination. This Agreement shall terminate with respect to
each Trust which we have agreed to underwrite 30 days after the date on
which the public offering of the Units of such Trust is made in
accordance with Section 5 hereof unless sooner terminated by you,
provided that you may extend this Agreement for not more than eleven
successive periods of 30 days each upon notice to us and each of the
other Underwriters.
Notwithstanding any settlement on the termination of this Agreement,
we agree to pay our share of any amount payable on account of any claim,
demand or liability which may be asserted against the Underwriters, or
any of them, based on the claim that the Underwriters constitute an
association, unincorporated business or other separate entity and our
share of any expenses incurred by you in defending against any such
claim, demand or liability. We also agree to pay any stamp taxes which
may be assessed and paid after such settlement on account of any Units
received or sold hereunder for our account.
Notwithstanding any termination of this Agreement, no sales of the
Units shall be made by us at any time except in conformity with the
provisions of Section 22(d) of the 1940 Act.
11. Default by Other Underwriters. Default by any one or more of
the other Underwriters in respect of their several obligations under this
Agreement shall neither release you nor us from any of our respective
obligations hereunder.
12. Notices. Notices hereunder shall by deemed to have been duly
given if mailed or telegraphed to us at our address set forth below, in
the case of notices to us, or to you at your address set forth at the
head of this Agreement, in the case of notices to you.
13. Net Capital. You represent that you, and we represent that we,
are in compliance with the capital requirements of Rule 15c-3-1
promulgated by the Commission under the Securities and Exchange Act of
1934, and we may, in accordance with and pursuant to such Rule 15c-3-1,
agree to purchase the amount of Units to be purchased by you and us,
respectively, under the Agreement.
14. Miscellaneous. We confirm that we are a member in good
standing of the National Association of Securities Dealers, Inc.
We confirm that we will take reasonable steps to provide the
Preliminary Prospectus or final Prospectus to any person making written
request therefor to us and to make the Preliminary Prospectus or the
final Prospectus available to each person associated with us expected to
solicit customers' orders for the Units prior to the effective
registration date and the final Prospectus if he is expected to offer the
Units after the effective date. We understand that you will supply us
upon our request with sufficient copies of such prospectuses to comply
with the foregoing.
This Agreement is being executed by us and delivered to you in
duplicate. Upon your confirmation hereof and of agreements in identical
form with each of the other Underwriters, this Agreement shall constitute
a valid and binding contract between us.
Very truly yours,
Confirmed as of the date set forth Indicated below our firm name and
at the head of this Agreement address exactly as we wish to appear
in the Prospectus
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
By____________________________ ____________________________________
Title__________________________ ____________________________________
____________________________________
Exhibit 3.1
Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
May 14, 1997
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen American Capital Insured Income Trust,
Series 67
Gentlemen:
We have served as counsel for Van Kampen American Capital
Distributors, Inc. as Sponsor and Depositor of Van Kampen American
Capital Insured Income Trust, Series 67 (the "Fund"), in connection with
the preparation, execution and delivery of a Trust Agreement dated May
14, 1997, between Van Kampen American Capital Distributors, Inc., as
Depositor, American Portfolio Evaluation Services, a division of Van
Kampen American Capital Investment Advisory Corp., as Evaluator, and The
Bank of New York, as Trustee, pursuant to which the Depositor has
delivered to and deposited the Bonds listed in Schedule A to the Trust
Agreement with the Trustee and pursuant to which the Trustee has issued
to or on the order of the Depositor a certificate or certificates
representing Units of fractional undivided interest in and ownership of
the Fund created under said Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to
enable us to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units of the
Fund have been duly authorized; and
2. The certificates evidencing the Units of the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will constitute
valid and binding obligations of the Fund and the Depositor in
accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-26803) relating to the Units
referred to above and to the use of our name and to the reference to our
firm in said Registration Statement and in the related Prospectus.
Respectfully submitted,
Chapman and Cutler
MJK/slm
Exhibit 3.2
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
May 14, 1997
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
The Bank of New York
Unit Investment Trust Division
101 Barclay Street
New York, New York 10286
Re: Van Kampen American Capital Insured Income Trust,
Series 67
Gentlemen:
We have acted as counsel for Van Kampen American Capital
Distributors, Inc., Depositor of Van Kampen American Capital Insured
Income Trust, Series 67 (the "Trust"), in connection with the issuance of
Units of fractional undivided interest in the Trust, under a Trust
Agreement dated May 14, 1997 (the "Indenture") among Van Kampen American
Capital Distributors, Inc., as Depositor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory
Corp., as Evaluator, and The Bank of New York, as Trustee.
In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we
have deemed pertinent.
The assets of the Trust will consist of a portfolio of intermediate-
term and long-term corporate debt obligations issued after July 18, 1984
of United States corporate issuers (the "Corporate Bonds"), municipal
issuers (the "Taxable Municipal Bonds") and "zero coupon" U.S. Treasury
bonds (the "Treasury Bonds") (collectively, the "Obligations") as set
forth in the Prospectus. For purposes of the opinions set forth below,
we have assumed that the Obligations are debt and that interest on each
of the Obligations (including the Taxable Municipal Bonds, if any) is
includable in gross income for federal income tax purposes (i.e., the
Taxable Municipal Bonds are not tax-exempt).
Based upon the foregoing and upon an investigation of such matters
of law as we consider to be applicable, we are of the opinion that, under
existing Federal income tax law:
(i) The Trust is not an association taxable as a corporation
for Federal income tax purposes but will be governed by the
provisions of Subpart E, subchapter J (relating to trusts) of
chapter 1, Internal Revenue Code of 1986 (the "Code").
(ii) Each Unitholder will be considered as owning a pro rata
share of each asset of the Trust for Federal income tax purposes.
Under subpart E, subchapter J of chapter 1 of the Code, income of
the Trust will be treated as income of each Unitholder. Each
Unitholder will be considered to have received his pro rata share of
income derived from each Trust asset when such income is considered
to be received by the Trust. Each Unitholder will also be required
to include in taxable income for Federal income tax purposes,
original issue discount with respect to his interest in any
Obligation held by the Trust at the same time and in the same manner
as though the Unitholder were the direct owner of such interest.
Original issue discount will be treated as zero with respect to
Corporate Bonds and the Taxable Municipal Bonds if it is "de
minimis" within the meaning of Section 1273 of the Code and, based
upon a Treasury Regulation (the "Regulation") which was issued on
December 28, 1992 regarding the stripped bond rules of the Code,
original issue discount with respect to a Treasury Bond will be
treated as zero if it is "de minimis" as determined thereunder. If
a Corporate Bond is a "high-yield discount obligation" within the
meaning of Section 163(e)(5) of the Code, certain special rules may
apply. A Unitholder may elect to include in taxable income for
Federal income tax purposes, market discount as it accrues with
respect to his interest in any Corporate Bond or Taxable Municipal
Bond held by the Trust which he is considered as having acquired
with market discount at the same time and in the same manner as
though the Unitholder were the direct owner of such interest.
(iii) The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of
each Obligation 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 Obligation held by the Trust. The
Treasury Bonds are treated as bonds that were originally issued at
an original issue discount. Because the Treasury Bonds represent
interests in "stripped" U.S. Treasury bonds, a Unitholder's initial
cost for his pro rata portion of each Treasury Bond held by the
Trust (determined at the time he acquires his Units, in the manner
described above) shall be treated as its "purchase price" by the
Unitholder. Under the special rules relating to stripped bonds,
original issue discount applicable to the Treasury Bonds is
effectively treated as interest for Federal income tax purposes and
the amount of original issue discount in this case is generally the
difference between the bond's purchase price and its stated
redemption price at maturity. A Unitholder will be required to
include in gross income for each taxable year the sum of his daily
portions of original issue discount attributable to the Treasury
Bonds held by the Trust as such original issue discount accrues and
will in general be subject to Federal income tax with respect to the
total amount of such original issue discount that accrues for such
year even though the income is not distributed to the Unitholders
during such year to the extent it is greater than or equal to the
"de minimis" amount described below. To the extent the amount of
such discount is less than the respective "de minimis" amount, such
discount shall be treated as zero. In general, original issue
discount accrues daily under a constant interest rate method which
takes into account the semi-annual compounding of accrued interest.
In the case of the Treasury Bonds, this method will generally result
in an increasing amount of income to the Unitholders each year.
(iv) Each Unitholder will have a taxable event when an
Obligation of the Trust is disposed of (whether by sale, exchange,
liquidation, redemption, or payment at maturity) or when the
Unitholder redeems or sells his Units. A Unitholder's tax basis in
his Unit will equal his tax basis in his pro rata portion of all of
the assets of the Trust. Such basis is determined (before the
adjustments described below) by apportioning the tax basis for the
Units among each of the Trust assets according to value as of the
valuation date nearest the date of acquisition of the Units.
Unitholders must reduce the tax basis of their Units for their share
of accrued interest received, if any, on Obligations delivered after
the date the Unitholders pay for their Units to the extent that such
interest accrued on such Obligations before the date the Trust
acquired ownership of the Obligations (and the amount of this
reduction may exceed the amount of accrued interest paid to the
sellers) and, consequently, such Unitholders may have an increase in
taxable gain or reduction in capital loss upon the disposition of
such Units. Gain or loss upon the sale or redemption of Units is
measured by comparing the proceeds of such sale or redemption with
the adjusted basis of the Units. If the Trustee disposes of
Obligations (whether by sale, exchange, payment on maturity,
redemption or otherwise), gain or loss is recognized to the
Unitholder (subject to various non-recognition provisions of the
Code). The amount of any such gain or loss is measured by comparing
the Unitholder's pro rata share of the total proceeds from such
disposition with his basis for his fractional interest in the asset
disposed of. The basis of each Unit and of each Obligation which
was issued with original issue discount (including the Treasury
Bonds) (or which has market discount) must be increased by the
amount of accrued original issue discount (and market discount, if
the Unitholder elects to include market discount in income as it
accrues) and the basis of each Unit and of each Obligation which was
purchased by a Trust at a premium must be reduced by the annual
amortization of bond premium which the Unitholder has properly
elected to amortize under Section 171 of the Code. The tax basis
reduction requirements of the Code relating to amortization of bond
premium may, under some circumstances, result in the Unitholder
realizing a taxable gain when his Units are sold or redeemed for an
amount equal to or less than his original cost.
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 (similar
limitations also apply to estates and trusts.) Unitholders may be
required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.
The Code provides a complex set of rules governing the accrual of
original issue discount, including special rules relating to "stripped"
debt instruments such as the Treasury Bonds. These rules provide that
original issue discount generally accrues on the basis of a constant
compound interest rate over the term of the Obligations. Special rules
apply if the purchase price of an Obligation exceeds its original issue
price plus the amount of original issue discount which would have
previously accrued, based upon its issue price (its "adjusted issue
price"). Similarly, these special rules would apply to a Unitholder if
the tax basis of his pro rata portion of an Obligation issued with
original issue discount exceeds his pro rata portion of its adjusted
issue price. In addition, as discussed above, the Regulation provides
that the amount of original issue discount on a stripped bond is
considered zero if the actual amount of original issue discount on such
stripped bond as determined under Section 1286 of the Code is less than a
"de minimis" amount, which, the Regulation provides, is the product of
(i) 0.25 percent of the stated redemption price at maturity and (ii) the
number of full years from the date the stripped bond is purchased
(determined separately for each new purchaser thereof) to the final
maturity date of the bond. It is possible that a Corporate Bond that has
been issued at an original issue discount may be characterized as a "high-
yield discount obligation" within the meaning of Section 163(e)(5) of the
Code. To the extent that such an obligation is issued at a yield in
excess of six percentage points over the applicable Federal rate, a
portion of the original issue discount on such obligation will be
characterized as a distribution on stock (e.g., dividends) for purposes
of the dividends received deduction which is available to certain
corporations with respect to certain dividends received by such
corporations.
If a Unitholder's tax basis in his pro rata portion of any Corporate
Bond or Taxable Municipal Bond held by a Trust is less than his allocable
portion of such Bond's stated redemption price at maturity (or, if issued
with original issue discount, his allocable portion of its revised issue
price), such difference will constitute market discount unless the amount
of market discount is "de minimis" as specified in the Code. To the
extent the amount of such discount is less than the respective "de
minimis" amount, such discount shall be treated as zero. Market discount
accrues daily computed on a straight line basis, unless the Unitholder
elects to calculate accrued market discount under a constant yield
method. The market discount rules do not apply to Treasury Bonds because
they are stripped debt instruments subject to special original issue
discount rules as discussed in paragraph (iii).
Accrued market discount is generally includible in taxable income of
the Unitholders as ordinary income for federal tax purposes upon the
receipt of serial principal payments on Corporate Bonds and Taxable
Municipal Bonds held by the Trust, on the sale, maturity or disposition
of such Bonds by the Trust and on the sale of a Unitholder's Units unless
a Unitholder elects to include the accrued market discount in taxable
income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions for any interest expense incurred by the Unitholder to
purchase or carry his Units will be reduced by such accrued market
discount. In general, the portion of any interest which was not
currently deductible would ultimately be deductible when the accrued
market discount is included in income.
The tax basis of a Unitholder with respect to his interest in an
Obligation is increased by the amount of original issue discount (and
market discount, if the Unitholder elects to include market discount, if
any, on the Obligations held by the Trust in income as it accrues)
thereon properly included in the Unitholder's gross income as determined
for Federal income tax purposes and reduced by the amount of any
amortized premium which the Unitholder has properly elected to amortize
under Section 171 of the Code. A Unitholder's tax basis in his Units
will equal his tax basis in his pro rata portion of all of the assets of
the Trust.
A Unitholder will recognize taxable gain (or loss) when all or part
of the pro rata interest in an Obligation is disposed of for an amount
greater (or less) than his tax basis therefor in a taxable transaction,
subject to various non-recognition provisions of the Code.
As previously discussed, gain attributable to any Corporate Bond or
Taxable Municipal Bond deemed to have been acquired by the Unitholder
with market discount will be treated as ordinary income to the extent the
gain does not exceed the amount of accrued market discount not previously
taken into income. The tax basis reduction requirements of the Code
relating to amortization of bond premium may, under certain
circumstances, result in the Unitholder realizing a taxable gain when his
Units are sold or redeemed for an amount equal to or less than his
original cost.
If a Unitholder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all Trust assets including
his pro rata portion of all of the Corporate Bonds and Taxable Municipal
Bonds represented by the Unit. This may result in a portion of the gain,
if any, on such sale being taxable as ordinary income under the market
discount rules (assuming no election was made by the Unitholder to
include market discount in income as it accrues) as previously discussed.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax
rates on ordinary income while capital gains remain subject to a 28
percent 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.
A Unitholder who is a foreign investor (i.e., an investor other than
a U.S. citizen or resident or a U.S. corporation, partnership, estate or
trust) will not be subject to United States Federal income taxes,
including withholding taxes on interest income (including any original
issue discount) on, or any gain from the sale or other disposition of his
pro rata interest in any Obligation held by the Trust or the sale of his
Units provided that all of the following conditions are met:
(i) the interest income or gain is not effectively connected
with the conduct by the foreign investor of a trade or business
within the United States;
(ii) if the interest is United States source income (which is
the case for most securities issued by United States issuers), the
Obligation is issued after July 18, 1984 (which is the case for each
Obligation held by the Trust), the foreign investor does not own,
directly or indirectly, 10% or more of the total combined voting
power of all classes of voting stock of the issuer of the Obligation
and the foreign investor is not a controlled foreign corporation
related (within the meaning of Section 864(d)(4) of the Code) to the
issuer of the Obligation;
(iii) with respect to any gain, the foreign investor (if an
individual) is not present in the United States for 183 days or more
during his or her taxable year; and
(iv) the foreign investor provides all certification which may
be required of his status.
It should be noted that the Tax Act, includes a provision which
eliminates the exemption from United States taxation, including
withholding taxes, for certain "contingent interest." This provision
applies to interest received after December 31, 1993. No opinion is
expressed herein regarding the potential applicability of this provision
and whether United States taxation or withholding taxes could be imposed
with respect to income derived from the Units as a result thereof.
The scope of this opinion is expressly limited to the matters set
forth herein, and, except as expressly set forth above, we express no
opinion with respect to any other taxes, including foreign, state or
local taxes or collateral tax consequences with respect to the purchase,
ownership and disposition of Units.
Very truly yours
Chapman and Cutler
MJK/slm
Exhibit 3.3
Kroll & Tract LLP
520 Madison Avenue
New York, New York 10022-4235
May 14, 1997
Van Kampen American Capital Insured
Income Trust, Series 67
c/o The Bank of New York,
As Trustee
101 Barclay Street, 17 West
New York, New York 10286
Dear Sirs:
We have acted as special counsel for the Van Kampen American Capital
Insured Income Trust, Series 67 (the "Trust") for purposes of determining
the applicability of certain New York taxes under the circumstances
hereinafter described.
The Trust is created pursuant to a Trust Agreement (the
"Indenture"), dated as of today (the "Date of Deposit") among Van Kampen
American Capital Distributors, Inc. (the "Depositor"), American Portfolio
Evaluation Services, a division of Van Kampen American Capital Investment
Advisory Corp., as Evaluator, and The Bank of New York as trustee (the
"Trustee"). As described in the prospectus relating to the Trust dated
today to be filed as an amendment to a registration statement heretofore
filed with the Securities and Exchange Commission (file number 333-26803)
under the Securities Act of 1933, as amended (the "Prospectus" and the
"Registration Statement"), the objectives of the Trust are the generation
of a high level of current income and the conservation of capital through
a diversified investment in a fixed portfolio primarily consisting of
corporate debt securities. It is noted that no opinion is expressed
herein with regard to the Federal tax aspects of the bonds, the Trust,
units of the Trust (the "Units"), or any interest, gains or losses in
respect thereof
As more fully set forth in the Indenture and in the Prospectus, the
activities of the Trustee will include the following:
On the Date of Deposit, the Depositor will deposit with the Trustee
as regards each of the Trusts the total principal amount of interest
bearing obligations and/or contracts for the purchase thereof together
with an irrevocable letter of credit in the amount required for the
purchase price and accrued interest, if any, along with the policy
purchased by the Depositor evidencing insurance guaranteeing timely
payment of principal and interest on some of the obligations comprising
the corpus of the Trust as more fully set forth in the Prospectus and the
Registration Statement. All other obligations included in the deposit
described above will be covered by insurance obtained by the issuer of
such obligations or by a prior owner, which may be the Depositor prior to
the Date of Deposit, guaranteeing timely payment of principal and
interest, or will be U.S. Treasury obligations.
We understand that all insurance policies described in the preceding
paragraph, whether purchased by the Depositor, a prior owner or the
issuer, provide, or will provide, that the amount paid by the insurer in
respect of any bond may not exceed the amount of principal and interest
due on the bond and such payment will in no event relieve the issuer from
its continuing obligation to pay such defaulted principal and interest in
accordance with the terms of the obligation.
The Trustee will not participate in the selection of the obligations
to be deposited in the Trust, and, upon the receipt thereof, will deliver
to the Depositor registered certificates for the number of Units
representing the entire capital of the Trust as more fully set forth in
the Prospectus and the Registration Statement. The Units, which are
represented by certificates ("Certificates"), will be offered to the
public upon the effectiveness of the Registration Statement.
The duties of the Trustee, which are ministerial in nature, will
consist primarily of crediting the appropriate accounts with interest
received by the Trust and with the proceeds from the disposition of
obligations held in the Trust and the distribution of such interest and
proceeds to the Unit holders. The Trustee will also maintain records of
the registered holders of Certificates representing an interest in the
Trust and administer the redemption of Units by such Certificate holders
and may perform certain administrative functions with respect to an
automatic reinvestment option and a conversion option.
Generally, obligations held in the Trust may be removed therefrom by
the Trustee only upon redemption prior to their stated maturity, at the
direction of the Depositor in the event of an advance refunding or upon
the occurrence of certain other specified events which adversely affect
the sound investment character of the Trust, such as default by the
issuer in payment of interest or principal on the obligations, and no
provision for payment is made therefor either pursuant to the portfolio
insurance or otherwise, and the Sponsor fails to instruct the Trustee,
within thirty (30) days after notification, to hold such obligation.
Prior to the termination of a Trust, the Trustee is empowered to
sell Bonds, on a list furnished by the Sponsor, only for the purpose of
redeeming Units tendered to it and of paying expenses for which Trust
funds are not available. The Trustee does not have the power to vary the
investment of any Unit holder in a Trust, and under no circumstances may
the proceeds of sale of any obligations held by a Trust be used to
purchase new obligations to be held therein.
Article 9-A of the New York Tax Law imposes a franchise tax on
business corporations, and, for purposes of that Article, Section 208(l)
defines the term "corporation" to include, among other things, "any
business conducted by a trustee or trustees wherein interest or ownership
is evidenced by certificate or other written instrument."
The Regulations promulgated under Section 208 provide as follows:
Any business conducted by a trustee or trustees in which interest or
ownership is evidenced by certificate or other written instrument
includes, but is not limited to, an association commonly referred to as a
"business trust" or "Massachusetts trust". In determining whether a
trustee or trustees are conducting a business, the form of the agreement
is of significance but is not controlling. The actual activities of the
trustee or trustees, not their purposes and powers, will be regarded as
decisive factors in determining whether a trust is subject to tax under
article 9-A. The mere investment of Trust and the collection of income
therefrom, with incidental replacement of securities and reinvestment of
Trust, does not constitute the conduct of a business in the case of a
business conducted by a trustee or trustees. 20 NYCRR 1-2.5(b)(2) (July
11, 1990).
New York cases dealing with the question of whether a trust will be
subject to the franchise tax have also delineated the general rule that
where a trustee merely invests Trust funds and collects and distributes
the income therefrom, the trust is not engaged in business and is not
subject to the franchise tax. Burrell v. Lynch, 274 A.D. 347, 84
N.Y.S.2d 171 (3rd Dept. 1948), order resettled, 274 A.D. 1083, 85
N.Y.S.2d 705 (3d Dept. 1949).
In an Opinion of the Attorney General of the State of New York, 47
N.Y. Att'y. Gen. Rep. 213 (Nov. 24, 1942), it was held that where the
trustee of an unincorporated investment trust was without authority to
reinvest amounts received upon the sales of securities and could dispose
of securities making up the trust only upon the happening of certain
specified events or the existence of certain specified conditions, the
trust was not subject to the franchise tax.
In the instant situation, the Trustee is not empowered to sell, and
we assume will not, obligations contained in the corpus of a Trust and
reinvest the proceeds therefrom. Further, the power to sell such
obligations is limited to circumstances in which the creditworthiness or
soundness of the obligation is in question or in which cash is needed to
pay redeeming Unit holders or to pay expenses, or where a Trust is
liquidated subsequent to the termination of the Indenture. Only in
circumstances in which the issuer of an obligation attempts to refinance
it can the Trustee exchange an obligation for a new security. In
substance, the Trustee will merely collect and distribute income and will
not reinvest any income or proceeds, and the Trustee has no power to vary
the investment of any Unit holder in a Trust.
Under Subpart E of Part I, Subchapter J of Chapter 1 of the Internal
Revenue Code of 1986, as amended (the "Code"), the grantor of a trust
will be deemed to be the owner of the trust under certain circumstances,
and therefore taxable on his proportionate interest in the income
thereof. Where this Federal tax rule applies, the income attributed to
the grantor will also be income to him for New York income tax purposes.
See TSB-M-78(9)(c), New York Department of Taxation and Finance, June 23,
1978.
By letter, dated today, Messrs. Chapman and Cutler, counsel for the
Depositor, rendered their opinion that each Unit holder will be
considered as owning a share of each asset of a Trust in the proportion
that the number of Units held by such holder bears to the total number of
Units outstanding and the income of a Trust will be treated as the income
of each Unit holder in said proportion pursuant to Subpart E of Part I,
Subchapter J of Chapter 1 of the Code.
Based on the foregoing and on the opinion of Messrs. Chapman and
Cutler, counsel for the Depositor, dated today, upon which we
specifically rely, we are of the opinion that under existing laws,
rulings, and court decisions interpreting the laws of the State and City
of New York:
1. Each Trust will not constitute an association taxable as a
corporation under New York law, and, accordingly, will not be
subject to tax on its income under the New York State franchise tax
or the New York City general corporation tax;
2. The income of a Trust will be treated as the income of the
Unit holders under the income tax laws of the State and City of New
York; and
3. Unit holders who are not residents of the State of New
York are not subject to the income tax law thereof with respect to
any interest or gain derived from a Trust or any gain from the sale
or other disposition of the Units, except to the extent that such
interest or gain is from property employed in a business, trade,
profession or occupation carried on in the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Units and to the use of our name
and the reference to our firm in the Registration Statement and in the
Prospectus.
Very truly yours,
Kroll & Tract LLP
MNS:to
Exhibit 4.1
Interactive Data
14 West Street
New York, NY 10005
May 13, 1997
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Van Kampen American Capital Insured Income Trust, Series 67
(A Unit Investment Trust) Registered Under the Securities Act of 1933
File No. 333-26803
Gentlemen:
We have examined the Registration Statement for the above captioned
Fund. We hereby consent to the reference in the Prospectus and
Registration Statement for the above captioned Fund to Interactive Data
Corporation, as the Evaluator, and to the use of the Obligations prepared
by us which are referred to in such Prospectus and Statement.
You are authorized to file copies of this letter with the Securities
and Exchange Commission.
Very truly yours,
James Perry
Vice President
Exhibit 4.2
Standard & Poor's Ratings Services,
A Division of McGraw-Hill, Inc.
25 Broadway
New York, New York 10004-1064
Mr. Mark Kneedy
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
Re: Van Kampen American Capital Insured Income Trust,
Series 67
Dear Mr. Kneedy:
Pursuant to your request for a Standard & Poor's rating on the units of
the above-captioned trust, SEC #333-26803, we have reviewed the information
presented to us and have assigned a 'AAA' rating to the units of the trust and
a 'AAA' rating to the securities contained in the trust for as long as they
remain in the trust. The ratings are direct reflections, of the portfolio of
the trusts, which will be composed solely of securities covered by bond
insurance policies that insure against default in the payment of principal and
interest on the securities so long as they remain in the trusts. Since such
policies have been issued by one or more insurance companies which have been
assigned a 'AAA' claims paying ability rating by S&P, S&P has assigned a 'AAA'
rating to the units of the trusts and to the securities contained in the trust
for as long as they remain in the trusts.
Standard & Poor's will maintain surveillance on the "AAA" rating until
June 14, 1998. On this date, the rating will be automatically withdrawn by
Standard & Poor's unless a post effective letter is requested by the Trust.
You have permission to use the name of Standard & Poor's Corporation and
the above-assigned ratings in connection with your dissemination of
information relating to these units, provided that it is understood that the
ratings are not "market" ratings nor recommendations to buy, hold, or sell the
units of the trust or the securities contained in the trust. Further, it
should be understood the rating on the units does not take into account the
extent to which fund expenses or portfolio asset sales for less than the
fund's purchase price will reduce payment to the unit holders of the interest
and principal required to be paid on the portfolio assets. S&P reserves the
right to advise its own clients, subscribers, and the public of the ratings.
S&P relies on the sponsor and its counsel, accountants, and other experts for
the accuracy and completeness of the information submitted in connection with
the ratings. S&P does not independently verify the truth or accuracy of any
such information.
This letter evidences our consent to the use of the name of Standard &
Poor's Corporation in connection with the rating assigned to the units in the
registration statement or prospectus relating to the units or the trusts.
However, this letter should not be construed as a consent by us, within the
meaning of Section 7 of the Securities Act of 1933, to the use of the name of
Standard & Poor's Corporation in connection with the ratings assigned to the
securities contained in the trust. You are hereby authorized to file a copy
of this letter with the Securities and Exchange Commission.
Please be certain to send us three copies of your final prospectus as
soon as it becomes available. Should we not receive them within a reasonable
time after the closing or should they not conform to the representations made
to us, we reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of service to you. If
we can be of further help, please do not hesitate to call upon us.
Sincerely,
Sanford Bragg
Exhibit 4.3
Independent Certified Public Accountants' Consent
We have issued our report dated May 14, 1997 on the statement of
condition and related securities portfolio of Van Kampen American Capital
Insured Income Trust, Series 67 as of May 14, 1997 contained in the
Registration Statement on Form S-6 and Prospectus. We consent to the use
of our report in the Registration Statement and Prospectus and to the use
of our name as it appears under the caption "Other Matters-Independent
Certified Public Accountants."
Grant Thornton LLP
Chicago, Illinois
May 14, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This report reflects the current period taken from 487 on May 14, 1997 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 67
<NAME> VIIT
<CAPTION>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-14-1997
<PERIOD-END> MAY-14-1997
<INVESTMENTS-AT-COST> 8597076
<INVESTMENTS-AT-VALUE> 8597076
<RECEIVABLES> 116048
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8713124
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 116048
<TOTAL-LIABILITIES> 116048
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8597076
<SHARES-COMMON-STOCK> 9040
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8597076
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
