EVEREN UNIT INVESTMENT TRUSTS SERIES 46, S-6EL24, 1996-03-20

EVEREN UNIT INVESTMENT TRUSTS SERIES 46
S-6EL24, 1996-03-20

Previous: GABELLI GLOBAL SERIES FUNDS INC, N-30D, 1996-03-20

Next: LORD ABBETT INVESTMENT TRUST, 497, 1996-03-20

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1996

REGISTRATION NO. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004

----------------

REGISTRATION STATEMENT
ON
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:

EVEREN UNIT INVESTMENT TRUSTS, SERIES 46

B. NAME OF DEPOSITOR:

EVEREN UNIT INVESTMENT TRUSTS
a service of EVEREN Securities, Inc.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

77 West Wacker Drive, 29th Floor
Chicago, Illinois 60601

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

Copy to:
ROBERT K. BURKE MARK J. KNEEDY
EVEREN Unit Investment Trusts c/o Chapman and Cutler
77 West Wacker Drive, 29th Floor 111 West Monroe Street
Chicago, Illinois 60601 Chicago, Illinois 60603

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE AND AMOUNT OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series An indefinite number of Indefinite $500.00
46 Units of Beneficial Inter-
est pursuant to Rule 24f-2
under the Investment Com-
pany Act of 1940
</TABLE>

E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:

As soon as practicable after the effective date of the Registration Statement.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>

EVEREN UNIT INVESTMENT TRUSTS, SERIES 46

----------------

CROSS-REFERENCE SHEET

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

I. ORGANIZATION AND GENERAL INFORMATION
<C> <S> <C>
1. (a)Name of trust................... Prospectus front cover
(b)Title of securities issued...... Essential Information
2. Name and address of each depositor. Administration of the Trust
3. Name and address of trustee........ Administration of the Trust
4. Name and address of principal
underwriters...................... *
5. State of organization of trust..... The Fund
6. Execution and termination of trust
agreement......................... The Fund; Administration of the Trust
7. Changes of name.................... The Fund
8. Fiscal year........................ *
9. Litigation......................... *

II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a)Registered or bearer securities. Unitholders
(b)Cumulative or distributive
securities.................... The Fund
(c)Redemption...................... Redemption
(d)Conversion, transfer, etc....... Unitholders; Market for Units
(e)Periodic payment plan........... *
(f)Voting rights................... Unitholders
(g)Notice of certificateholders.... Investment Supervision; Administration
of the Trust; Unitholders
(h)Consents required............... Unitholders; Administration of the
Trust
(i)Other provisions................ Federal Tax Status
11. Type of securities comprising The Fund; The Trust Portfolio;
units............................. Portfolio
12. Certain information regarding
periodic payment certificates..... *
13. (a)Load, fees, expenses, etc....... Essential Information; Public Offering
of Units; Expenses of the Trust
(b)Certain information regarding
periodic payment certificates. *
(c)Certain percentages............. Essential Information; Public Offering
of Units
(d)Certain other fees, etc. payable
by holders.................... Unitholders
(e)Certain profits receivable by
depositor, principal
underwriters, trustee or Expenses of the Trust; Public Offering
affiliated persons............ of Units
(f)Ratio of annual charges to
income........................ *
14. Issuance of trust's securities..... The Fund; Unitholders
15. Receipt and handling of payments
from purchasers................... *
16. Acquisition and disposition of The Fund; The Trust Portfolio;
underlying securities............. Investment Supervision; Market for
Units
17. Withdrawal or redemption........... Redemption; Public Offering of Units
</TABLE>

- --------
* Inapplicable, answer negative or not required.

i
<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
<C> <S> <C>
18. (a)Receipt, custody and disposition
of income...................... Unitholders
(b)Reinvestment of distributions.... Unitholders
(c)Reserves or special funds........ Expenses of the Trust
(d)Schedule of distributions........ *
19. Records, accounts and reports....... Unitholders; Redemption;
Administration of the Trust
20. Certain miscellaneous provisions of
trust agreement
(a)Amendment........................ Administration of the Trust
(b)Termination......................
(c)and (d) Trustee, removal and
successor......................
(e) and (f) Depositor, removal and
successor......................
21. Loans to security holders........... *
22. Limitations on liability............ Administration of the Trust
23. Bonding arrangements................ *
24. Other material provisions of trust
agreement.......................... *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor........... Administration of the Trust
26. Fees received by depositor.......... See Items 13(a) and 13(e)
27. Business of depositor............... Administration of the Trust
28. Certain information as to officials
and affiliated persons of
depositor.......................... Administration of the Trust
29. Voting securities of depositor......
30. Persons controlling depositor.......
31. Payment by depositor for certain
services rendered to trust......... *
32. Payment by depositor for certain
other services rendered to trust... *
33. Remuneration of employees of
depositor for certain services
rendered to trust.................. *
34. Remuneration of other persons for
certain services rendered to trust. *

IV. DISTRIBUTION AND REDEMPTION
35. Distribution of Trust's securities
by states.......................... Public Offering of Units
36. Suspension of sales of trust's
securities......................... *
37. Revocation of authority to
distribute.........................
38. (a)Method of Distribution........... Public Offering of Units;
(b)Underwriting Agreements.......... Market for Units;
(c)Selling Agreements............... Public Offering of Units
39. (a)Organization of principal
underwriters................... Administration of the Trust
(b)N.A.S.D. membership of principal
underwriters...................
40. Certain fees received by principal
underwriters....................... See Items 13(a) and 13(e)
41. (a)Business of principal
underwriters................... Administration of the Trust
(b)Branch offices of principal
underwriters................... *
(c)Salesmen of principal
underwriters...................
42. Ownership of trust's securities by
certain persons....................
43. Certain brokerage commissions
received by principal underwriters. Public Offering of Units
44. (a)Method of valuation.............. Public Offering of Units
(b)Schedule as to offering price.... *
(c)Variation in offering price to
certain persons................ Public Offering of Units
45. Suspension of redemption rights..... Redemption;
46. (a)Redemption valuation............. Redemption Market for Units; Public
Offering of Units
(b)Schedule as to redemption price.. *
47. Maintenance of position in Market for Units; Public Offering of
underlying securities.............. Units; Redemption
</TABLE>

- --------
* Inapplicable, answer negative or not required.

ii
<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
<C> <S> <C>
48. Organization and regulation of trustee.. Administration of the Trust
49. Fees and expenses of trustee............ Expenses of the Trust
50. Trustees lien...........................

VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's
securities............................. Cover Page; Expenses of the Trust

VII. POLICY OF REGISTRANT
52. (a)Provisions of trust agreement with
respect to selection or elimination
of underlying securities........... The Fund; Investment Supervision
(b)Transactions involving elimination of
underlying securities.............. *
(c)Policy regarding substitution or
elimination of underlying
securities......................... Investment Supervision
(d)Fundamental policy not otherwise
covered............................ *
53. Tax status of Trust..................... Essential Information; Portfolio;
Federal Tax Status

VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten
years.................................. *
55.
56. Certain information regarding periodic
payment certificates...................
57.
58.
59. Financial statements (Instruction 1(c)
to Form S-6)........................... *
</TABLE>

- --------
* Inapplicable, answer negative or not required.

iii
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS DATED MARCH 20, 1996
SUBJECT TO COMPLETION

NATCITY INVESTMENTS, INC.

UTILITY INCOME TRUST 2001

Utility Income Trust 2001 (the "Trust") is a unit investment trust included in
EVEREN Unit Investment Trusts, Series 46 (the "Fund"). Utility Income Trust
2001 was formed with the investment objective of obtaining high current income,
dividend growth potential and capital appreciation through investment in a
fixed portfolio of equity securities of companies diversified within the
utility industry including electric and telecommunications utilities. The
Securities were selected by NatCity Investments, Inc., the Trust's Distributor,
and are considered to have the potential to achieve the Trust's objective over
the five year term of the Trust. See "Trust Portfolio." There is no assurance
that the Trust will achieve its objective.

Units of the Trusts are not deposits or obligations of, or guaranteed by, any
bank, and the Units are not federally insured or otherwise protected by the
Federal Deposit Insurance Corporation and involve investment risk including
loss of principal.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The investor is advised to read and retain this Prospectus for future
reference.

THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>

SUMMARY

THE FUND. Utility Income Trust 2001 is an underlying unit investment trust
included in EVEREN Unit Investment Trusts, Series 46, an investment company
registered under the Investment Company Act of 1940.

The Trust initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in accordance
with the investment strategy of the Trust. For the criteria used by the
Distributor in selecting the Securities, see "The Trust Portfolio--Securities
Selection." The value of all portfolio Securities and, therefore, the value of
the Units may be expected to fluctuate in value depending on the full range of
economic and market influences affecting corporate profitability, the financial
condition of issuers and the prices of equity securities in general and the
Securities in particular. Capital appreciation and dividend income are, of
course, dependent upon several factors including, among other factors, the
financial condition of the issuers of the Securities (see "The Trust
Portfolio").

Additional Units of the Trust may be issued at any time by depositing in the
Trust additional Securities or contracts to purchase additional Securities
together with irrevocable letters of credit or cash as provided under "The
Fund."

Each Unit of the Trust initially offered represents that undivided interest in
the Trust indicated under "Essential Information" (as may be adjusted pursuant
to footnote 1 thereto). To the extent that any Units are redeemed by the
Trustee or additional Units are issued as a result of additional Securities
being deposited by the Sponsor, the fractional undivided interest in the Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in the Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.

PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust is based
on the underlying value of the Securities in the Trust plus a sales charge of
4.90% of the Public Offering Price (equivalent to 5.152% of the net amount
invested). After the initial offering period, the secondary market Public
Offering Price will be equal to the aggregate underlying value of the
Securities in the Trust plus the applicable sales charge described under
"Public Offering of Units--Public Offering Price." The sales charge is reduced
on a graduated scale for sales involving at least 10,000 Units of the Trust or
$100,000 and will be applied on whichever basis is more favorable to the
investor.

DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by the Trust
will be distributed quarterly and any funds in the Capital Account will be made
annually. See "Unitholders--Distributions to Unitholders."

MARKET FOR UNITS. While under no obligation to do so, the Distributor intends
to, and certain dealers may, maintain a market for the Units of the Trust and
offer to repurchase such Units at prices subject to change at any time which
are based on the current underlying bid prices of the Securities in the Trust
(offer prices during the initial offering period). If the supply of Units
exceeds demand or if some other business reason warrants it, the Sponsor and/or
the dealers may either discontinue all purchases of Units or discontinue
purchases of Units at such prices. A Unitholder may also dispose of Units
through redemption at the Redemption Price on the date of tender to the
Trustee. See "Redemption--Computation of Redemption Price."

2
<PAGE>

REDEMPTION IN KIND. Upon redemption of Units of the Trust Fund a Unitholder
generally may request to receive in lieu of cash his share of each of the
Securities then held by the Trust Fund, if (1) he would be entitled to receive
at least $25,000 of proceed or if he paid at least $25,000 to acquire the units
being tendered and (2) he has tendered for redemption prior to April 23, 2001
(see "Redemption" and "Administration of the Trust--Amendment and
Termination").

TERMINATION. No later than the date specified for the Trust under the Mandatory
Termination Date in "Essential Information," Securities will begin to be sold
in connection with the termination of the related Trust and it is expected that
all Securities will be sold within a reasonable amount of time after the
Mandatory Termination Date. The Sponsor will determine the manner, timing and
execution of the sale of the underlying Securities. At termination, Unitholders
will receive a cash distribution within a reasonable time after the Trust is
terminated. See "Unitholders--Distributions to Unitholders" and "Administration
of the Trust--Amendment and Termination."

RISK FACTORS. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market and factors affecting public utility issuers. For risk
considerations related to the Trusts, see "Risk Factors."

3
<PAGE>

UTILITY INCOME TRUST 2001

ESSENTIAL INFORMATION
AS OF , 1996*
DISTRIBUTOR: NATCITY INVESTMENTS, INC.
SPONSOR AND EVALUATOR: EVEREN UNIT INVESTMENT TRUSTS, A SERVICE OF EVEREN
SECURITIES, INC.
TRUSTEE: THE BANK OF NEW YORK

<TABLE>
<S> <C>
Number of Units (1)..................
Fractional Undivided Interest Per
Unit (1)............................
Public Offering Price:
Aggregate Value of Securities in
Portfolio (2)......................
Aggregate Value of Securities per
Unit...............................
Plus sales charge of 4.90% (5.152%
of net amount invested)............
Public Offering Price Per Unit (3)..
Redemption Price Per Unit............
Sponsor's Initial Repurchase Price
Per Unit............................
Excess of Public Offering Price Per
Unit over Redemption Price Per Unit.
Excess of Public Offering Price Per
Unit over Sponsor's Initial
Repurchase Price Per Unit...........
Calculation of Estimated Net Annual
Dividends Per Unit: (4)
Estimated Gross Annual Dividends per
Unit............................... $
Less: Estimated Annual Expense per
Unit............................... $
Estimated Net Annual Dividends per
Unit............................... $
Estimated Annual Organizational
Expenses per Unit (5)............... $
Minimum Value of Trust under which 40% of aggregate value of Securities at
Trust Agreement may be Terminated... deposit
Liquidation Period................... May 1, 2001 through May 31, 2001
Mandatory Termination Date........... April 30, 2001
Evaluator's Annual Evaluation Fee.... Maximum of $ per Unit
Trustee's Annual Fee................. $ per Unit
FIRST day of January, April, July and
Record and Computation Dates (6)..... October
FIFTEENTH day of January, April, July
Distribution Dates (6)............... and October
</TABLE>
Evaluations for purposes of sale, purchase or redemption of Units are made as
of 3:15 p.m. Central Time next following receipt of an order for a sale or
purchase of Units or receipt by the Trustee of Units tendered for redemption.
* The business day prior to the Initial Date of Deposit
- ---------------------
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of the Trust may be adjusted so that the aggregate value of
Securities per Unit will equal approximately $10. Therefore, to the extent
of any such adjustment the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.

(2) Each Security listed on a national securities exchange is valued at the
closing sales price, or if the Security is not so listed, at the last
offer price.

(3) On the Initial Date of Deposit there will be no accumulated dividends in
the Income Account. Anyone ordering Units after such date will pay his pro
rata share of any accumulated dividends in such Income Account.

(4) The estimated annual dividends per Unit is based primarily on the most
recent dividend declarations. The actual net annual dividends per Unit may
be greater than or less than the amount shown depending on the actual
dividends collected and expenses incurred by the Trust.

(5) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
audit of the portfolio and the initial fees and expenses of the Trustee
but not including the expenses incurred in the preparation and printing of
brochures and other advertising materials and any other selling expenses)
as is common for mutual funds. It is intended that total organizational
expenses will be amortized over a five year period or over the life of the
Trust if less than five years. See "Expenses of the Trust" and "Statements
of Condition." Historically, the sponsors of unit investment trusts have
paid all the costs of establishing such trusts.

(6) Distributions from the Income Account, if any, will be made quarterly
commencing on 15, 1996. Distributions from the Capital Account,
whenever the balance exceeds 1% of trust net assets, will normally be made
in the subsequent month.

4
<PAGE>

THE FUND

Utility Income Trust 2001 is an underlying unit investment trust included in
EVEREN Unit Investment Trusts, Series 46, which was created under the laws of
the State of New York pursuant to a trust indenture (the "Trust Agreement")
dated the date of this prospectus (the "Initial Date of Deposit") between
EVEREN Unit Investment Trusts, a service of EVEREN Securities, Inc. (the
"Sponsor") and The Bank of New York (the "Trustee").*

The portfolio contains common stocks issued by companies which are diversified
within the public utilities industry. As used herein, the term "Securities"
means the common stocks (including contracts for the purchase thereof)
initially deposited in the Trust and described in the portfolio and any
additional common stocks acquired and held by the Trust pursuant to the
provisions of the Trust Agreement.

On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. Subsequent to
the Initial Date of Deposit, the Sponsor may deposit additional Securities or
contracts to purchase additional Securities along with cash (or a bank letter
of credit in lieu of cash) to pay for such contracted Securities provided that
such additional deposits will be made as follows. Such additional deposits into
the Trust will be in amounts which will maintain, for the first 90 days, as
closely as possible the same original percentage relationship among the number
of shares of each Security in the Trust established by the initial deposit of
Securities and, thereafter, the same percentage relationship that existed on
such 90th day. Thus, although additional Units will be issued, each Unit in the
Trust will continue to represent approximately the same number of shares of
each Security, and the percentage relationship among the shares of each
Security in the Trust will remain the same. The required percentage
relationship among the Securities in the Trust will be adjusted to reflect the
occurrence of a stock dividend, a stock split or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event.

The Trust consists of (a) the Securities listed under "Portfolio" as may
continue to be held from time to time in the Trust, (b) any additional
Securities acquired and held by the Trust pursuant to the provisions of the
Trust Agreement and (c) any cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any failure
in any of the Securities. However, should any contract for the purchase of any
of the Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.

On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust set forth under
"Essential Information."

- ----------
*Reference is made to the Trust Agreement and any statement contained herein is
qualified in its entirety by the provisions of the Trust Agreement.

5
<PAGE>

THE TRUST PORTFOLIO

The Trust seeks to provide capital appreciation and dividend income through an
investment in a portfolio of common stocks issued by companies diversified
within the public utilities industry. As of the Initial Date of Deposit, the
Trust portfolio contains approximately 75% common stocks of electric utility
companies and approximately 25% common stocks of telecommunications utility
companies. With this combination, investors may benefit from the rapid
technology advances associated with telecommunications. At all times the Trust
will hold at least 80% of its assets in equity securities.

The Securities were selected, as of the Initial Date of Deposit, by NatCity
Investments, Inc., the Trust's Distributor. The stocks in the portfolio were
selected by the utility stock analyst, Andrew Redinger, of NatCity Investments.
Mr. Redinger has incorporated fundamental analysis with judgments formed during
a distinguished career that includes many years of utility analysis experience.
In selecting the Securities for the Trust, Distributor considered the following
factors, among others: (a) the quality of the Securities, (b) the yield and
price of the Securities relative to other similar securities, and (c) the
potential that earnings and dividends will continue or increase. In addition,
the stability of utility stocks was also considered. Utilities tend to be more
stable than other companies because they are often monopolies that provide
essential services. In times of expected slowdown or recovery, people still
need to use the power of utility companies. The Distributor has considered both
the historical stability of the utility sector as well as the potential for
dividend growth by specific companies in the sector.

Although there can be no assurance that such Securities will appreciate in
value over the life of the Trust, over time stock investments have generally
out-performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors--Certain Investment
Considerations"), and past performance is no guarantee of future results.

The utility industry is known for its relative safety, stability and consistent
dividend stream, which can be attributed to the inelastic demand of utility
products and services. In times of both economic weakness and lower interest
rates, utility stocks have outperformed most other equity issues in terms of
price and dividend stability. Utility stocks have historically provided
investors with a conservative approach to the stock market and the potential
for increasing income. With deregulation issues surrounding the utility
industry, companies have been forced to face increased competition. NatCity
Investments believes, due to the strength and cash flow of the companies
selected for the Trust, that these companies will benefit from increased
competition and overall deregulation of the utility industry. NatCity
Investments believes that many of the shares of companies in the portfolio are
"undervalued" based on cash flows, dividends and earnings growth, and other
qualitative factors, allowing investors the opportunity to invest in quality
stocks at a value price.

6
<PAGE>

The chart below indicates the dividend history of the S&P Utility Index,
illustrating the steady dividend income steam over the past fifteen years. This
index is a capitalization weighted index of all stocks designed to measure the
performance of the utility sector of the Standard & Poor's 500 Index. The index
was developed with a base level of 10 for the 1941-43 base period. The S&P
Utility Index is used for illustration purposes only and is not intended to
reflect the past or future performance of the Trust (which includes different
securities and also includes sales charges and fees not included in the index).
Past performance is no guarantee of future results.

THE 15-YEAR DIVIDEND HISTORY
OF
THE S&P UTILITY INDEX
[BAR CHART APPEARS HERE]
The chart indicates the
dividend history and growth of
the S&P Utility Index,
illustrating the steadily
increasing dividend income
stream over the past 15 years.
This index consists of stocks
designed to measure the
performance of the utility
sector of the Standard &
Poor's 500 Index.

Note that the S&P Utility
Index is no indication of the
trust and is for illustrative
purposes only. Past
performance is no guarantee of
future results.

Source: Standard & Poor's
Research

15 YEAR DIVIDEND HISTORY OF THE S&P UTILITIES INDEX

7
<PAGE>

RISK FACTORS

GENERAL. The Trust may be an appropriate investment vehicle for investors who
desire to participate in a portfolio of equity securities with greater
diversification than they might be able to acquire individually. An investment
in Units of a Trust should be made with an understanding of the risks inherent
in an investment in equity securities, including the risk that the financial
condition of issuers of the Securities may become impaired or that the general
condition of the stock market may worsen (both of which may contribute directly
to a decrease in the value of the Securities and thus, in the value of the
Units) or the risk that holders of common stock have a right to receive
payments from the issuers of those stocks that is generally inferior to that of
creditors of, or holders of debt obligations issued by, the issuers and that
the rights of holders of common stock generally rank inferior to the rights of
holders of preferred stock. Common stocks are especially susceptible to general
stock market movements and to volatile increases and decreases in value as
market confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises.

UTILITY COMPANIES. An investment in Units should be made with an understanding
of the characteristics of the public utility industry 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 Securities in the portfolio to make payments of
principal and/or interest on such Securities.

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. 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 Securities 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

8
<PAGE>

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 nuclear 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 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.

TELECOMMUNICATIONS INDUSTRY. An investment in Units should be made with an
understanding of the characteristics of the telecommunications industry and the
risks which such an investment may entail.

Telecommunications is defined as the science and technology of communicating by
electronic means. Companies in the telecommunications industry provide products
or services to facilitate the transmission of voice, data and video
communications electronically, such as global telephone service, wireless
communications services and equipment including cellular telephone, microwave
and satellite communications, paging and other emerging wireless technologies,
electric components and communications equipment, video conferencing,
electronic mail, local and wide area networking, and linkage of data and word
processing systems, publishing and information systems, videotext and teletext,
emerging technologies combining television, telephone and computer systems and
broadcasting over all media. Such entities include traditional telephone
companies, long-distance providers, cellular/wireless telecommunication
companies, cable television providers, telecommunications equipment
manufacturers and satellite communications companies. To some degree, the
deregulation of traditional telephone utilities and the growth of other
telecommunications technologies and companies is blurring the distinction
between these two types of companies.

9
<PAGE>

Two key differences between telecommunications companies, as defined above, and
utilities in the electric, gas, water and traditional telephone industries are
the regulatory environment and competition. In the United States, for example,
local telephone service is currently regulated at the state level on a return-
on-equity basis, much like the electric, gas and water utilities. However,
other companies included in the telecommunications industry are not regulated
in the same manner or are not regulated at all. So far as the competitive
environment is concerned utilities have traditionally enjoyed monopoly
positions in their distinct service areas. To a certain degree, however,
telecommunications companies have broken into areas that had been controlled by
telephone company monopolies, such as providing long distance service.
Additionally, because the telecommunications companies do business in
unregulated areas, they are also subjected to greater competition and the risks
that come with the competition, such as pressures on pricing and operating
margins.

CERTAIN INVESTMENT CONSIDERATIONS. Holders of common stock incur more risk than
the holders of preferred stocks and debt obligations because common
stockholders, as owners of the entity, have generally inferior rights to
receive payments from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stock issued by the issuer. Holders
of common stock of the type held by the portfolio have a right to receive
dividends only when and if, and in the amounts, declared by the issuer's Board
of Directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stock have the right to receive
dividends at a fixed rate when and as declared by the issuer's Board of
Directors, normally on a cumulative basis, but do not participate in other
amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends and any
cumulative preferred stock dividend omitted is added to future dividends
payable to the holders of cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect
the ability and inclination of the issuer to declare or pay dividends on its
common stock or the rights of holders of common stock with respect to assets of
the issuer upon liquidation or bankruptcy. Further, unlike debt securities
which typically have a stated principal amount payable at maturity (whose
value, however, will be subject to market fluctuations prior thereto), common
stocks have neither a fixed principal amount nor a maturity and have values
which are subject to market fluctuations for as long as the stocks remain
outstanding. The value of the Securities in the portfolios thus may be expected
to fluctuate over the entire life of the Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.

Whether or not the Securities are listed on a national security exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of
the Securities in any markets made. In addition, the Trust is restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of
the Trust will be adversely affected if trading markets for the Securities are
limited or absent.

Investors should note that additional Units may be offered to the public. This
may have an effect upon the value of previously existing Units. To create
additional Units the Sponsor will purchase additional Securities. Brokerage
fees incurred in purchasing such Securities will be an expense of the Trust.
Thus, payment of

10
<PAGE>

brokerage fees by the Trust will affect the value of every Unit and the net
income per Unit received by the Trust. In particular, Unitholders who purchase
Units during the primary offering period of the Units would experience a
dilution of their investment as a result of any brokerage fees paid by the
Trust during subsequent deposits of additional Securities.

Litigation and Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deduction. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unitholders are urged to
consult their own tax advisers. Further, at any time after the Initial Date of
Deposit, litigation may be initiated on a variety of grounds, or legislation
may be enacted with respect to the Securities in the Trust or the issuers of
the Securities. There can be no assurance that future litigation or legislation
will not have a material adverse effect on the Trust or will not impair the
ability of issuers to achieve their business goals.

FEDERAL TAX STATUS

General. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the Units
of the Trust. The summary is limited to investors who hold the Units as capital
assets (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986 (the "Code"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust.

In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:

1. The Trust is not an association taxable as a corporation for Federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of
the Trust will be treated as income of the Unitholders thereof under the Code.
Each Unitholder will be considered to have received his pro rata share of the
income derived from each Security when such income is considered to be received
by the Trust.

2. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder. The price a Unitholder
pays for his Units is allocated among his pro rata portion of each Security
held by the Trust (in proportion to the fair market values thereof on the date
the Unitholder purchases his Units) in order to determine his tax basis for his
pro rata portion of each Security held by the Trust. For Federal income tax
purposes, a Unitholder's pro rata portion of dividends, as defined by Section
316 of the Code, paid by a corporation with respect to a Security held by the
Trust is taxable as ordinary income to the extent of such corporation's current
and accumulated "earnings and profits." A Unitholder's pro rata portion of
dividends paid on such Security which exceed such current and accumulated
earnings and profits will first reduce a Unitholder's tax basis in such
Security, and to the extent that such dividends exceed a Unitholder's tax basis
in such Security shall generally be treated as capital gain. In general, any
such capital gain will be short-term unless a Unitholder has held his Units for
more than one year.

3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain except in the case of a dealer or a financial
institution and will be long-term if the Unitholder has held his Units for more
than one year (the date on which the Units are acquired (i.e., the trade date)
is excluded for purposes of determining whether the Units have been held for
more than one year). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution) and, in general, will be long-term if the

11
<PAGE>

Unitholder has held his Units for more than one year. Unitholders should
consult their tax advisers regarding the recognition of such capital gains and
losses for Federal income tax purposes.

Dividends Received Deduction. A Unitholder will be considered to have
received all of the dividends paid on his pro rata portion of each Security
when such dividends are received by the Trust.

A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Unitholder's pro rata portion of
dividends received by the Trust (to the extent such dividends are taxable as
ordinary income, as discussed above) in the same manner as if such corporation
directly owned the Securities paying such dividends (other than corporate
Unitholders, such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax). However, a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility of dividends
for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Final regulations have
been recently issued which address special rules that must be considered in
determining whether the 46-day holding requirement is met. Moreover, the
allowable percentage of the deduction will be reduced from 70% if a corporate
Unitholder owns certain stock (or Units) the financing of which is directly
attributable to indebtedness incurred by such corporation.

It should be noted that various legislative proposals that would affect the
dividends received deduction have been introduced. Unitholders should consult
with their tax advisers with respect to the limitations on and possible
modifications to the dividends received deduction. To the extent dividends
received by the Trust are attributable to foreign corporations, a corporation
that owns Units will not be entitled to the dividends received deduction with
respect to its pro rata portion of such dividends, since the dividends received
deduction is generally available only with respect to dividends paid by
domestic corporations.

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 such Unitholder. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses will be
deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat some
or all of the expenses of the Trust as miscellaneous itemized deductions
subject to this limitation.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by the
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. For taxpayers other than corporations, net
capital gains are subject to a maximum stated marginal tax rate of 28%.
However, it should be noted that legislative proposals are introduced from time
to time that affect tax rates and could affect relative differences at which
ordinary income and capital gains are taxed.

The Revenue Reconciliation Act of 1993 (the "Tax Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated rate
for taxpayers other than corporations. Because some or all capital gains are
taxed at a comparatively lower rate under the Tax Act, the Tax Act includes a
provision that recharacterizes capital gains as ordinary income in the case of
certain financial transactions that are "conversion transactions" effective for
transactions entered into after April 30, 1993. Unitholders and prospective
investors should consult with their tax advisers regarding the potential effect
of this provision on their investment in Units.

12
<PAGE>

If the Unitholder disposes of a Unit, he is deemed thereby to have disposed
of his entire pro rata interest in all assets of the Trust involved including
his pro rata portion of all the Securities represented by the Unit.

Special Tax Consequences of In-Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Redemption", under certain
circumstances a Unitholder who owns at least 2,500 Units may request an In-Kind
Distribution upon redemption of Units or the termination of the Trust. The
Unitholder requesting an In-Kind Distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of such In-Kind
Distribution will be reduced by the amount of the Distribution Expenses. See
"Unitholders--Distributions to Unitholders." As previously discussed, prior to
the redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust assets for Federal
income tax purposes. The receipt of an In-kind Distribution will result in a
Unitholder receiving an undivided interest in whole shares of stock plus,
possibly, cash.

The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock issued
by a particular corporation. A Unitholder will not recognize gain or loss if a
Unitholder only receives Securities in exchange for his or her pro rata portion
in the Securities held by the Trust. However, if a Unitholder also receives
cash in exchange for a fractional share of a Security held by the Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his tax basis in such
fractional share of a Security held by the Trust.

Because the Trust will own many Securities, a Unitholder who requests an In-
Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or
loss) recognized under the rules described above by such Unitholder with
respect to each Security owned by the Trust. Unitholders who request an In-Kind
Distribution are advised to consult their tax advisers in this regard.

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder for
his Units. The cost of the Units is allocated among the Securities held in the
Trust in accordance with the proportion of the fair market values of such
Securities as of the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of each
Security.

A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary
income as described above.

General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject to
back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trust will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax
advisers.

13
<PAGE>

Unitholders will be notified annually of the amounts of income dividends
includable in the Unitholder's gross income and amounts of Trust expenses which
may be claimed as itemized deductions.

Unitholders desiring to purchase Units for tax-deferred plans and IRA should
consult their broker for details on establishing such accounts. Units may also
be purchased by persons who already have self-directed plans established. See
"Retirement Plans."

The foregoing discussion relates only to United States Federal income
taxation of Unitholders; Unitholders may be subject to state and local taxation
in other jurisdictions. Unitholders should consult their tax advisers regarding
potential state or local taxation with respect to the Units, and foreign
investors should consult their tax advisers with respect to United States tax
consequences of ownership of Units.

PUBLIC OFFERING OF UNITS

PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trust
are offered at the Public Offering Price (which is based on the aggregate
underlying value of the Securities in the Trust and includes a sales charge of
4.90% of the Public Offering Price which charge is equivalent to 5.152% of the
net amount invested) plus a pro rata share of any accumulated dividends in the
Income Account of the Trust. In the secondary market, Units are offered at the
Public Offering Price (which is based on the aggregate underlying value of the
Securities in the Trust Fund and includes a sales charge of 4.90% of the Public
Offering Price which charge is equivalent to 5.152% of the net amount invested)
plus a pro rata share of any accumulated dividends. In addition, the
proportionate share of any undistributed cash held in the Capital Account of
the Trust will be added to the Public Offering Price per Unit.

The sales charge per Unit of the Trust in both the primary and secondary market
will be reduced pursuant to the following graduated scale:

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
OFFERING NET AMOUNT
NUMBER OF UNITS* PRICE INVESTED
- ---------------- ---------- ----------
<S> <C> <C>
Less than 10,000.......................................... 4.90% 5.152%
10,000 but less than 25,000............................... 4.50 4.712
25,000 but less than 50,000............................... 4.30 4.493
50,000 but less than 100,000.............................. 3.50 3.627
100,000 or more........................................... 3.00 3.093
</TABLE>
- ---------------------
*The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor.

Officers, directors and employees of the Distributor and its affiliates and
registered representatives of selling firms may purchase Units of the Trust
without a sales charge. Investors who purchase Units through brokers or dealers
pursuant to a current management agreement which by contract or operation of
law does not allow such broker or dealer to earn an additional commission
(other than any fee or commission paid for maintenance of such investor's
account under the management agreement) on such transactions may purchase such
Units at the current Public Offering Price net of the applicable sales charge.
See "Public Offering of Units--Public Distribution of Units" below.

As indicated above, the initial Public Offering Price of the Units was
established by adding to the determination of the aggregate underlying value of
the Securities an amount equal to 5.152% of such value and dividing the sum so
obtained by the number of Units outstanding. Such underlying value shall
include the proportionate share of any cash held in the Capital Account. This
computation produced a gross underwriting profit equal to 4.90% of the Public
Offering Price. Such price determination as of the opening

14
<PAGE>

of business on the Initial Date of Deposit was made on the basis of an
evaluation of the Securities in each Trust prepared by the Trustee. After the
opening of business on the Initial Date of Deposit, the Evaluator will appraise
or cause to be appraised daily the value of the underlying Securities as of
3:15 P.M. Central time on days the New York Stock Exchange is open and will
adjust the Public Offering Price of the Units commensurate with such valuation.
Such Public Offering Price will be effective for all orders received at or
prior to the close of trading on the New York Stock Exchange on each such day.
Orders received by the Trustee, Sponsor or any dealer 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.

The value of the Securities is determined on each business day by the Evaluator
based on the closing sale prices for Securities listed on a national securities
exchange or, if not so listed, on the last offer price in the initial offering
period and the last bid price in the secondary market, or by taking into
account the same factors referred to under "Redemption--Computation of
Redemption Price."

The minimum purchase in both the primary and secondary markets is 100 Units.

PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trust will be distributed to the public at the Public Offering Price thereof.
Upon the completion of the initial offering, Units which remain unsold or which
may be acquired in the secondary market (see "Market for Units") may be offered
at the Public Offering Price determined in the manner provided above.

The Sponsor intends to qualify Units of the Trusts for sale in a number of
states. Units will be sold through the Distributor, dealers who are members of
the National Association of Securities Dealers, Inc. and through others. Sales
may be made to or through dealers at prices which represent discounts from the
Public Offering Price as set forth below. Certain commercial banks may be
making Units of the Trust available to their customers on an agency basis. A
portion of the sales charge paid by their customers is retained by or remitted
to the banks in the amounts shown below. Under the Glass-Steagall Act, banks
are prohibited from underwriting Trust Units; however, the Glass-Steagall Act
does permit certain agency transactions and the banking regulators have
indicated that these particular agency transactions are 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. The
Distributor reserves the right to change the discounts set forth below from
time to time. The difference between the discount and the sales charge will be
retained by the Distributor.

<TABLE>
<CAPTION>
REGULAR
CONCESSION
OR AGENCY
NUMBER OF UNITS* COMMISSION
---------------- ----------
<S> <C>
Less than 10,000..................................................... 4.0
10,000 but less than 25,000.......................................... 3.6
25,000 but less than 50,000.......................................... 3.4
50,000 but less than 100,000......................................... 2.6
100,000 or more...................................................... 2.1
</TABLE>
- ---------------------
*The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.

The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units.

15
<PAGE>

SPONSOR AND DISTRIBUTOR PROFITS. The Distributor will receive gross sales
charges equal to the percentage of the Public Offering Price of the Units of
the Trust as stated under "Public Offering Price." Any quantity discount
provided to investors will be borne by the Distributor of selling dealer or
agent. The Sponsor will receive from the Distributor the excess of such gross
sales commission over the Distributor's discount. The Distributor will be
allowed a discount in connection with the distribution of Units of 4.00% of the
Public Offering Price per Unit. In addition, the Sponsor may realize a profit
(or sustain a loss) as of the Initial Date of Deposit resulting from the
difference between the purchase prices of the Securities to the Sponsor and the
cost of such Securities to the Trust, which is based on the evaluation of the
Securities on the Initial Date of Deposit. Thereafter, on subsequent deposits
the Sponsor may realize profits or sustain losses from such deposits. See
"Portfolio." The Sponsor and Distributor may realize additional profits or
losses during the initial offering period on unsold Units as a result of
changes in the daily market value of the Securities in the Trust.

MARKET FOR UNITS

After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trust offered hereby and to continuously offer to purchase said Units at
prices, determined by the Evaluator, based on the closing sales prices or the
bid value of the underlying Securities. To the extent that a market is
maintained during the initial offering period, the prices at which Units will
be repurchased will be based upon the closing sales prices or the offering side
evaluation of the Securities in the Trust. The aggregate bid prices of the
underlying Securities are expected to be less than the related aggregate
offering prices (which is the evaluation method used during the initial public
offering period). Accordingly, Unitholders who wish to dispose of their Units
should inquire of their 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. The offering price of any Units resold by
the Sponsor will be in accord with that described in the currently effective
prospectus describing such Units. Any profit or loss resulting from the resale
of such Units will belong to the Sponsor. The Sponsor may suspend or
discontinue purchases of Units of the Trust if the supply of Units exceeds
demand, or for other business reasons.

REDEMPTION

GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its unit investment trust office in the city
of New York and, in the case of Units evidenced by a certificate, by tendering
such certificate to the Trustee, properly endorsed or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Trustee.
Unitholders must sign the request, and such certificate or transfer instrument,
exactly as their names appear on the records of the Trustee and on any
certificate representing the Units to be redeemed. If the amount of the
redemption is $25,000 or less and the proceeds are payable to the Unitholder(s)
of record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be 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. A certificate should only be sent by registered or
certified mail for the

16
<PAGE>

protection of the Unitholder. Since tender of the certificate is required for
redemption when one has been issued, Units represented by a certificate cannot
be redeemed until the certificate representing such Units has been received by
the purchasers.

Redemption shall be made by the Trustee on the third business day following the
day on which a tender for redemption is received (the "Redemption Date") by
payment of cash equivalent to the Redemption Price for the Trust, determined as
set forth below under "Computation of Redemption Price," as of the evaluation
time stated under "Essential Information," next following such tender,
multiplied by the number of Units being redeemed. Any Units redeemed shall be
cancelled and any undivided fractional interest in the Trust extinguished. The
price received upon redemption might be more or less than the amount paid by
the Unitholder depending on the value of the Securities in the Trust at the
time of redemption.

Under regulations issued by the Internal Revenue Service, the Trustee is
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 tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
such Unitholder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.

Any amounts paid on redemption representing unpaid dividends shall be withdrawn
from the Income Account of the Trust to the extent that funds are available for
such purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for the Trust. The Trustee is empowered to sell Securities for
the Trust in order to make funds available for the redemption of Units of the
Trust. Such sale may be required when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.

To the extent that Securities are sold, the size (and possibly the diversity)
of the Trust will be reduced but each remaining Unit will continue to represent
approximately the same proportional interest in each Security. Sales may be
required at a time when Securities would not otherwise be sold and may result
in lower prices than might otherwise be realized. The price received upon
redemption may be more or less than the amount paid by the Unitholder depending
on the value of the Securities in the portfolio at the time of redemption.

The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is
not reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result
from any such suspension or postponement.

17
<PAGE>

COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities in the Trust. On the Initial
Date of Deposit, the Public Offering Price per Unit (which is based on the
closing sales prices and offering prices of the Securities and includes the
sales charge) exceeded the value at which Units could have been redeemed by the
amount shown under "Essential Information." While the Trustee has the power to
determine the Redemption Price per Unit when Units are tendered for redemption,
such authority has been delegated to the Evaluator which determines the price
per Unit on a daily basis. The Redemption Price per Unit is the pro rata share
of each Unit in the Trust determined on the basis of (i) the cash on hand in
the Trust or monies in the process of being collected and (ii) the value of the
Securities in the Trust less (a) amounts representing taxes or other
governmental charges payable out of the Trust, (b) any amount owing to the
Trustee for its advances and (c) the accrued expenses of the Trust. The
Evaluator may determine the value of the Securities in the Trust in the
following manner: if the Security is listed on a national securities exchange
or the Nasdaq National Market, the evaluation will generally be based on the
last sale price on the exchange or Nasdaq (unless the Evaluator deems the price
inappropriate as a basis for evaluation). If the Security is not so listed or,
if so listed and the principal market for the Security is other than on the
exchange or system, the evaluation will generally be made by the Evaluator in
good faith based on the last bid price on the over-the-counter market (unless
the Evaluator deems such price inappropriate as a basis for evaluation) or, if
a bid price is not available, (1) on the basis of the current bid price for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any
combination thereof. See "Public Offering of Units--Public Offering Price."

RETIREMENT PLANS

The Trust may be well suited for purchase by Individual Retirement Accounts,
Keogh Plans, pension funds and other qualified retirement plans, certain of
which are briefly described below.

Generally, capital gains and income received under each of the foregoing plans
are deferred from Federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms and other financial institutions. The Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.

Individual Retirement Account--IRA. Any individual under age 70 1/2 may
contribute the lesser of $2,000 or 100% of compensation to an IRA annually.
Such contributions are fully deductible if the individual (and spouse if filing
jointly) are not covered by a retirement plan at work. The deductible amount an
individual may contribute to an IRA will be reduced $10 for each $50 of
adjusted gross income over $25,000 ($40,000 if married, filing jointly or $0 if
married, filing separately), if either an individual or their spouse (if
married, filing jointly) is an active participant in an employer maintained
retirement plan. Thus, if an individual has adjusted gross income over $35,000
($50,000 if married, filing jointly or $0 if married, filing separately) and if
an individual or their spouse is an active participant in an employer
maintained retirement plan, no IRA deduction is permitted. Under the Code, an
individual may make nondeductible contributions to the extent deductible
contributions are not allowed. All distributions from an IRA (other than the
return of certain excess contributions) are treated as ordinary income for
Federal income taxation purposes provided that under the Code an individual
need not pay tax on the return of nondeductible contributions, the amount
includable in income for the taxable year is the portion of the amount
withdrawn for the taxable

18
<PAGE>

year as the individual's aggregate nondeductible IRA contributions bear to the
aggregate balance of all IRAs of the individual.

A participant's interest in an IRA must be, or commence to be, distributed to
the participant not later than April 1 of the calendar year following the year
during which the participant attains age 70 1/2. Distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability, or where the amount distributed is to be rolled over to another
IRA, or where the distributions are taken as a series of substantially equal
periodic payments over the participant's life or life expectancy (or the joint
lives or life expectancies of the participant and the designated beneficiary)
are generally subject to a surtax in an amount equal to 10% of the
distribution. The amount of such periodic payments may not be modified before
the later of five years or attainment of age 59 1/2. Excess contributions are
subject to an annual 6% excise tax.

IRA applications, disclosure statements and trust agreements are available from
the Sponsor upon request.

Qualified Retirement Plans. Units of the Trust may be purchased by qualified
pension or profit sharing plans maintained by corporations, partnerships or
sole proprietors. The maximum annual contribution for a participant in a money
purchase pension plan or to paired profit sharing and pension plans is the
lesser of 25% of compensation or $30,000. Prototype plan documents for
establishing qualified retirement plans are available from the Sponsor upon
request.

Excess Distributions Tax. In addition to the other taxes due by reason of a
plan distribution, a tax of 15% may apply to certain aggregate distributions
from IRAs, Keogh plans, and corporate retirement plans to the extent such
aggregate taxable distributions exceed specified amounts (generally $150,000,
as adjusted) during a tax year. This 15% tax will not apply to distributions on
account of death, qualified domestic relations orders or amounts rolled over to
an eligible plan. In general, for lump sum distributions the excess
distribution over $750,000 (as adjusted) will be subject to the 15% tax.

The Trustee has agreed to act as custodian for certain retirement plan
accounts. An annual fee of $12.00 per account, if not paid separately, will be
assessed by the Trustee and paid through the liquidation of shares of the
reinvestment account. An individual wishing the Trustee to act as custodian
must complete an EVEREN UIT/IRA application and forward it along with a check
made payable to The Bank of New York. Certificates for Individual Retirement
Accounts can not be issued.

UNITHOLDERS

OWNERSHIP OF UNITS. Ownership of Units of the Trust will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption--General."

Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the Trust's
minimum investment requirement of 100 Units or $1,000. Fractions of Units, if
any, will be computed to three decimal places. Any certificate issued will be
numbered serially for identification, issued in fully registered form and will
be transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be

19
<PAGE>

imposed in connection with each such transfer or interchange. The Trustee at
the present time does not intend to charge for the normal transfer or
interchange of certificates. Destroyed, stolen, mutilated or lost certificates
will be replaced upon delivery to the Trustee of satisfactory indemnity
(generally amounting to 3% of the market value of the Units), affidavit of
loss, evidence of ownership and payment of expenses incurred.

DISTRIBUTIONS TO UNITHOLDERS. Income received by the Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of the related month). All distributions will
be net of applicable expenses. There is no assurance that any actual
distributions will be made since all dividends received may be used to pay
expenses. In addition, amounts from the Capital Account of the Trust, if any,
will be distributed at least annually to the Unitholders then of record.
Proceeds received from the disposition of any of the Securities after a record
date and prior to the following distribution date will be held in the Capital
Account and not distributed until the next distribution date applicable to the
Capital Account. The Trustee shall be required to make a distribution from the
Capital Account as described under "Essential Information." The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds). The Trustee is authorized to reinvest any funds held in the Capital or
Income Accounts, pending distribution, in U.S. Treasury obligations which
mature on or before the next applicable distribution date. Any obligations so
acquired must be held until they mature and proceeds therefrom may not be
reinvested.

The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share
of the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. A person will
become the owner of Units, and thereby a Unitholder of record, on the date of
settlement provided payment has been received. Notification to the Trustee of
the transfer of Units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.

As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of the Trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of
the Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of the Trust such amounts as may be necessary
to cover redemptions of Units.

DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of the Trust without a sales charge. In
addition, Unitholders may elect to have distributions of capital (including
capital gains, if any) or dividends or both automatically invested without
charge in shares of any one of several front-end load mutual funds underwritten
or advised by Kemper Financial Services, Inc. at net asset value if such funds
are registered in such Unitholder's state of residence, other than those mutual
funds sold with a contingent deferred sales

20
<PAGE>

charge. Since the portfolio securities and investment objectives of such
Kemper-advised mutual funds generally will differ significantly from those of
the Trust, Unitholders should carefully consider the consequences before
selecting such mutual funds for reinvestment. Detailed information with respect
to the investment objectives and the management of such mutual funds is
contained in their respective prospectuses, which can be obtained from the
Sponsor upon request. An investor should read the prospectus of the
reinvestment fund selected prior to making the election to reinvest.
Unitholders who desire to have such distributions automatically reinvested
should inform their broker at the time of purchase or should file with the
Program Agent referred to below a written notice of election.

Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders--Distributions to Unitholders."

The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of
New York at its unit investment trust office.

STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income
and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit.

The accounts of the Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless
the Sponsor determines that such an audit would not be in the best interest of
the Unitholders of the Trust. The accountants' report will be furnished by the
Trustee to any Unitholder of the Trust upon written 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
Unitholder of the Trust a statement, covering the calendar year, setting forth
for the Trust:

A. As to the Income Account:

1. Income received;

2. Deductions for applicable taxes and for fees and expenses of the Trust and
for redemptions of Units, if any; and

3. 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; and

B. As to the Capital Account:

1. The dates of disposition of any Securities and the net proceeds received
therefrom;

2. Deductions for payment of applicable taxes and fees and expenses of the
Trust held for distribution to Unitholders of record as of a date prior to the
determination; and

3. 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; and

21
<PAGE>

C. The following information:

1. A list of the Securities as of the last business day of such calendar year;

2. The number of Units outstanding on the last business day of such calendar
year;

3. The Redemption Price based on the last evaluation made during such calendar
year;

4. The amount actually distributed during such calendar year from the Income
and Capital Accounts separately stated, expressed both as total dollar amounts
and as dollar amounts per Unit outstanding on the Record Dates for each such
distribution.

RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust.

No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.

INVESTMENT SUPERVISION

The Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its securities from the portfolio.

The Trust Agreement provides that the Sponsor may (but need not) direct the
Trustee to dispose of a Security in certain events such as the issuer having
defaulted on the payment on any of its outstanding obligations or the price of
a Security has declined to such an extent or other such credit factors exist so
that in the opinion of the Sponsor the retention of such Securities would be
detrimental to the Trust. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other properties acquired in
exchange for Securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by the Trust, they may be accepted for
deposit in the Trust and either sold by the Trustee or held in the Trust
pursuant to the direction of the Sponsor. Proceeds from the sale of Securities
(or any securities or other property received by the Trust in exchange for
Securities) are credited to the Capital Account for distribution to Unitholders
or to meet redemptions. Except as stated under "The Fund" for failed securities
and as provided herein, the acquisition by the Trust of any securities other
than the Securities is prohibited. The Trustee may sell Securities, designated
by the Sponsor, from a Trust for the purpose of redeeming Units of the Trust
tendered for redemption and the payment of expenses.

22
<PAGE>

ADMINISTRATION OF THE TRUST

THE 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, telephone 1-800-701-8178. 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 Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."

In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder of the Trust. Such books and
records shall be open to inspection by any Unitholder of the Trust 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. The Trustee shall keep
a certified copy or duplicate original of the Trust Agreement on file in its
office available for inspection at all reasonable times during usual business
hours by any Unitholder, together with a current list of the Securities held in
the Trust. Pursuant to the Trust Agreement, the Trustee may employ one or more
agents for the purpose of custody and safeguarding of Securities comprising 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 sixty 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 thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The Sponsor may at any time
remove the Trustee, with or without cause, and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

THE DISTRIBUTOR. NatCity Investments, Inc., the Distributor, is located at 20
N. Meridian St., Indianapolis, Indiana 46204, (800) 382-1126. NatCity is a
member of the NASD, SIPC, SIA and the Chicago Stock Exchange. NatCity believes
it is possible for an investment firm to offer unique and genuine advantages to
clients, in terms of resources, value, and a clear focus on each investor's
personal financial goals. Thus, amid the range of brokerage and investment
houses, NatCity Investments, Inc., stands apart. NatCity's Financial
Consultants' commitment to personalized client service is complemented by their
experience and knowledge in a broad range of investment products, form which
they can draw on to answer your financial planning needs.

THE SPONSOR. The Sponsor, EVEREN Unit Investment Trusts, with an office at 77
West Wacker Drive, 29th Floor, Chicago, Illinois 60601, (800) 621-5024, is a
service of EVEREN Securities, Inc. The Sponsor acts as underwriter of a number
of other EVEREN unit investment trusts and will act as underwriter of any other

23
<PAGE>

unit investment trust products developed by the Sponsor in the future. As of
December 31, 1995, the total stockholder's equity of EVEREN Securities, Inc.
was $261,286,862.

If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trust as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.

The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Distributor or the Trust. Such information is
included in this Prospectus only for the purpose of informing investors as to
the financial responsibility of the Sponsor and its ability to carry out its
contractual obligations with respect to the Trust. More comprehensive financial
information can be obtained upon request from the Sponsor.

THE EVALUATOR. EVEREN Unit Investment Trusts, the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.

AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect to the Trust may also be amended
in any respect by the Sponsor and the Trustee, or any of the provisions thereof
may be waived, with the consent of the holders of Units representing 66 2/3% of
the Units then outstanding of the Trust, provided that no such amendment or
waiver will reduce the interest of any Unitholder thereof without the consent
of such Unitholder or reduce the percentage of Units required to consent to any
such amendment or waiver without the consent of all Unitholders of the Trust.
In no event shall the Trust Agreement be amended to increase the number of
Units of the Trust issuable thereunder or to permit the acquisition of any
Securities in addition to or in substitution for those initially deposited in
the Trust, except in accordance with the provisions of the Trust Agreement. The
Trustee shall promptly notify Unitholders of the substance of any such
amendment.

Any Unitholder who wishes to receive a Distribution in Kind at the termination
of the Trust and who otherwise qualifies for such a distribution (see
"Redemption") must notify the Trustee no later than the date indicated under
"Redemption In Kind" on page 3 of this Prospectus.

The Trust Agreement provides that the Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust but in no event is it to continue beyond the Mandatory Termination
Date set forth under "Essential Information." If the value of the Trust shall
be less than the applicable minimum value stated under "Essential Information"
(40% of the aggregate value of the Securities--based on the value at the date
of deposit of such Securities into the Trust), the Trustee may, in its
discretion, and shall, when so directed by the Sponsor, terminate the Trust.
The Trust may be terminated at any time by the holders of Units representing 66
2/3% of the Units thereof then outstanding.

24
<PAGE>

No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.

The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.

It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
termination proceedings, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
termination proceedings without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the termination proceedings.

In the event of termination of the Trust, written notice thereof will be sent
by the Trustee to all Unitholders of the Trust. Within a reasonable period
after termination of the Trust the Trustee will sell any Securities remaining
in the Trust and, after paying all expenses and charges incurred by the Trust,
will distribute to Unitholders thereof (upon surrender for cancellation of
certificates for Units, if issued) their pro rata share of the balances
remaining in the Income and Capital Accounts of the Trust.

LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the
Trust Agreement, but will be under no liability to the Unitholders for taking
any action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.

The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of monies, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or
in respect of the Securities or upon the interest thereof. In addition, the
Trust Agreement contains other customary provisions limiting the liability of
the Trustee.

The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator 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 or Unitholders for errors in judgment,

25
<PAGE>

but shall be liable for its gross negligence, bad faith or willful misconduct
or its reckless disregard for its obligations under the Trust Agreement.

EXPENSES OF THE TRUST

The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any,
related to the deposit of Securities in the Trust.

The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year for the Trust. The Trustee's fee which is calculated
monthly is based on the largest number of Units in the Trust outstanding during
the calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trust is expected to result from the use of these funds.

For evaluation of the Securities in the Trust, the Evaluator shall receive that
fee set forth under "Essential Information", payable monthly, based upon the
largest number of Units outstanding during the calendar year for which such
compensation relates.

The Trustee's fees and the Evaluator's fees are deducted from the Income
Account of the Trust to the extent funds are available and then from the
Capital Account. Each such fee may be increased without approval of Unitholders
by amounts not exceeding a proportionate increase in the Consumer Price Index
or any equivalent index substituted therefor.

Expenses incurred in establishing the Trust, including the cost of the initial
preparation of documents relating to the Trust (including the Prospectus, Trust
Agreement and certificates), federal and state registration fees, the initial
fees and expenses of the Trustee, legal and accounting expenses, payment of
closing fees and any other out-of-pocket expenses, will be paid by the Trust
(out of the Capital Account) and it is intended that such expenses be amortized
over a five year period or over the life of the Trust if less than five years.
The following additional charges are or may be incurred by each Trust: (a) fees
for the Trustee's extraordinary services; (b) expenses of the Trustee
(including legal and auditing expenses, but not including any fees and expenses
charged by an agent for custody and safeguarding of Securities) and of counsel,
if any; (c) various governmental charges; (d) expenses and costs of any action
taken by the Trustee to protect the Trust or the rights and interests of the
Unitholders; (e) indemnification of the Trustee for any loss, liability or
expense incurred by it in the administration of the Trust not resulting from
gross negligence, bad faith or willful misconduct on its part or its reckless
disregard for its obligations under the Trust Agreement; (f) indemnification of
the Sponsor for any loss, liability or expense incurred in acting in that
capacity without gross negligence, bad faith or willful misconduct or its
reckless disregard for its obligations under the Trust Agreement; and (g)
expenditures incurred in contacting Unitholders upon termination of the Trust.
The fees and expenses set forth herein are payable out of the Trust and, when
owing to the Trustee, are secured by a lien on the Trust. Since the Securities
are all common stocks, and the income stream produced by dividend payments, if
any, is unpredictable, the Sponsor cannot provide any assurance that dividends
will be sufficient to meet any or all expenses of the Trust. If the balances in
the Income and Capital Accounts are insufficient to provide for amounts payable
by the Trust, the Trustee has the power to sell Securities to pay such amounts.
These sales may result in capital gains or losses to Unitholders. See "Federal
Tax Status."

26
<PAGE>

LEGAL OPINIONS

The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603, as counsel for the Sponsor. Emmet, Marvin &
Martin, 120 Broadway, New York, New York 10271, acts as counsel to the Trustee.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The statement of condition and the related portfolio at the Initial Date of
Deposit included in this Prospectus have been audited by Grant Thornton LLP,
independent certified public accountants, as set forth in their report in the
Prospectus, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing.

------------

27
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

UNITHOLDERS
EVEREN UNIT INVESTMENT TRUSTS, SERIES 46

We have audited the accompanying statement of condition and the related
portfolio of EVEREN Unit Investment Trusts, Series 46, as of , 1996.
The statement of condition and portfolio are the responsibility of the Sponsor.
Our responsibility is to express an opinion on such financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of a 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 EVEREN Unit Investment Trusts,
Series 46 as of , 1996, in conformity with generally accepted
accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
, 1996

28
<PAGE>

UTILITY INCOME TRUST 2001

STATEMENT OF CONDITION
AT THE OPENING OF BUSINESS ON , 1996, THE INITIAL DATE OF DEPOSIT

TRUST PROPERTY

<TABLE>
<S> <C>
Contracts to purchase Securities (1) (2).............................. $
Organizational costs (3)..............................................
--------
Total............................................................. $
========
NUMBER OF UNITS.......................................................
========

LIABILITY AND INTEREST OF UNITHOLDERS

Liability--
Accrued organizational costs (3).................................... $
Interest of Unitholders--
Cost to investors (4)...............................................
Less: Gross underwriting commission (4).............................
--------
Net interest to Unitholders (1) (2) (4).............................
--------
Total............................................................. $
========
</TABLE>
- ----------
NOTES:

(1) Aggregate cost of the Securities is based on the last sale (or offer) price
evaluations as determined by the Trustee.

(2) An irrevocable letter of credit issued by The Bank of New York has been
deposited with the Trustee covering the funds (aggregating $ )
necessary for the purchase of the Securities in the Trust represented by
purchase contracts.

(3) The Trust will bear all or a portion of its organizational costs, which the
Sponsor intends to defer and amortize over five years or over the life of
the Trust if less than five years. Organizational costs have been estimated
based on a projected Trust size of $ for the Trust. To the extent
the Trust is larger or smaller, the estimate will vary.

(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.

29
<PAGE>

UTILITY INCOME TRUST 2001

PORTFOLIO AS OF , 1996

<TABLE>
<CAPTION>
NAME OF ISSUER ANNUALIZED
OF SECURITIES AGGREGATE FOUR-YEAR HISTORY CURRENT CURRENT
DEPOSITED NUMBER PRICE COST OF OF DIVIDENDS PAID DIVIDEND DIVIDEND
OR CONTRACTED FOR PERCENTAGE OF OF PER SECURITIES --------------------------- PER YIELD
(1) PORTFOLIO (1) SYMBOL SHARES SHARE TO TRUST (2) 1992 1993 1994 1995 SHARE (3) (3)
----------------- ------------- ------ ------ ------- ------------ ------ ------ ------ ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME
American Electric
Power AEP
Baltimore Gas &
Electric Co. BGE
Carolina P&L CPL
Central & Southwest
Corporation CSR
CINergy CIN
DPL Inc. DPL
Edison
International EIX
Florida Progress FPC
General Public
Utilities GPU
Indiana Energy IEI
IPALCO Enterprises
Inc. IPL
LG&E Energy
Corporation LGE
MidAmerican Energy MEC
New England
Electric System NES
Ohio Edison Company OEC
Southern Company SO
Western Resources
Inc. WR
Wisconsin Energy WEC
WPS Resources Corp. WPS
GROWTH
AT&T Corp. T
FPL Group FPL
Duke Power DUK
NIPSCO Industries NI
------ ----------
100.00% $
====== ==========
</TABLE>

30
<PAGE>

NOTES TO PORTFOLIOS
(1) All or a portion of the Securities may have been deposited in the Trust.
Any undelivered Securities are represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been
deposited with the Trustee. At the Initial Date of Deposit, the Sponsor
has assigned to the Trustee all of its rights, title and interest in and
to such undelivered Securities. Contracts to purchase Securities were
entered into on through and all have expected
settlement dates of through (see "The Fund").
Percentages are based on the cost of Securities to the Trust.
(2) The market value of each Security is based on the closing sales price on a
national securities exchange if the Security is listed thereon or, if not
so listed, then on the last offer price on the over-the-counter market, in
each case, on the day prior to the Initial Date of Deposit. As of the
Initial Date of Deposit other information regarding the Securities in each
Trust is as follows:
<TABLE>
<CAPTION>
COST TO PROFIT (LOSS)
SPONSOR TO SPONSOR
-------- -------------
<S> <C> <C>
Utility 2001....................................... $ $
</TABLE>
(3) The Annualized Current Dividend per Share for each Security was calculated
by annualizing the latest quarterly or semi-annual common stock dividend
declaration on that Security. The Current Dividend Yield for each Security
was calculated by dividing the Annualized Current Dividend per Share by
that Security's market value as of the close of trading on the day prior
to the Initial Date of Deposit. There can be no assurance that the future
dividend payments, if any, will be maintained in an amount equal to the
dividend listed above.

---------------

The Sponsor may have participated as issuer, sole underwriter, managing
underwriter or member of an underwriting syndicate in a public offering of one
or more of the stocks in the Trust. The Sponsor may serve as a specialist in
the stocks in the Trust on one or more stock exchanges and may have a long or
short position in any of these stocks or in options on any of these stocks,
and may be on the opposite side of public orders executed on the floor of an
exchange where such stocks are listed. An officer, director or employee of the
Sponsor may be an officer or director of one or more of the issuers of the
stocks in the Trust. The Sponsor may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any stocks or
options relating thereto. The Sponsor, its affiliates, directors, elected
officers and employee benefit programs may have either a long or short
position in any stock or option of the issuers.

31
<PAGE>

<TABLE>
<CAPTION>
CONTENTS Page
----
<S> <C>
SUMMARY.................................. 2
ESSENTIAL INFORMATION.................... 4
THE FUND................................. 5
THE TRUST PORTFOLIO...................... 6
RISK FACTORS............................. 8
FEDERAL TAX STATUS....................... 11
PUBLIC OFFERING OF UNITS................. 14
Public Offering Price................... 14
Public Distribution of Units............ 15
Sponsor and Distributor Profits......... 16
MARKET FOR UNITS......................... 16
REDEMPTION............................... 16
General................................. 16
Computation of Redemption Price......... 18
RETIREMENT PLANS......................... 18
UNITHOLDERS.............................. 19
Ownership of Units...................... 19
Distributions to Unitholders............ 20
Distribution Reinvestment............... 20
Statements to Unitholders............... 21
Rights of Unitholders................... 22
INVESTMENT SUPERVISION................... 22
ADMINISTRATION OF THE TRUST.............. 23
The Trustee............................. 23
The Distributor......................... 23
The Sponsor............................. 23
The Evaluator........................... 24
Amendment and Termination............... 24
Limitations on Liability................ 25
EXPENSES OF THE TRUST.................... 26
LEGAL OPINIONS........................... 27
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS............................. 27
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS............................. 28
STATEMENT OF CONDITION................... 29
PORTFOLIO................................ 30
</TABLE>

---------------------------------------

This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statement and exhibits relating
thereto which have been 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.

---------------------------------------

No person is authorized to give any information or to make any representations
with respect to this investment company not contained in this Prospectus, and
any information or representation not contained herein must not be relied upon
as having been authorized by the Trust, the Trustee, or the Sponsor. Such
registration does not imply that the Trust or the Units have been guaranteed,
sponsored, recommended or approved by the United States or any state or any
agency or officer thereof.

---------------------------------------

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 or country.

EVEREN Unit Investment Trusts
77 West Wacker Drive, 29th Floor
Chicago, IL 60601-1994

NatCity Investments
Utility Income Trust 2001

Prospectus , 1996

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents.

<TABLE>
<C> <S>
The facing sheet
The Cross-Reference Sheet
The Prospectus
The Signatures
The following exhibits.
1.1. Trust Agreement (to be filed by amendment).
1.1.1. Standard Terms and Conditions of Trust. Reference is made to Exhibit
1.1.1 to the Registration Statement on Form S-6 with respect to EVEREN
Unit Investment Trusts, Series 39 (Registration No. 33-63111) as filed
on November 7, 1995.
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under
"Legal Opinions" in the Prospectus (to be filed by amendment).
4.1. Consent of Grant Thornton LLP (to be filed by amendment).
Financial Data Schedule (to be filed by amendment).
</TABLE>

S-1
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EVEREN UNIT INVESTMENT TRUSTS, SERIES 46 HAS DULY CAUSED THIS 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 19TH DAY OF
MARCH, 1996.

EVEREN Unit Investment Trusts,
Series 46

Registrant

By: EVEREN Unit Investment Trusts,
a service of EVEREN Securities, Inc.

Depositor

/s/ Michael J. Thoms
By: _________________________________
Michael J. Thoms

S-2
<PAGE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON MARCH 19, 1996 BY THE FOLLOWING PERSONS, WHO
CONSTITUTE A MAJORITY OF THE BOARD OF DIRECTORS OF EVEREN SECURITIES, INC.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James R. Boris Chairman and Chief Executive Officer
- -------------------------------------------
James R. Boris

/s/ Daniel D. Williams Senior Executive Vice President, Chief
- ------------------------------------------- Financial Officer and Treasurer
Daniel D. Williams

/s/ Frank V. Geremia Senior Executive Vice President
- -------------------------------------------
Frank V. Geremia

/s/ Stephen G. McConahey President and Chief Operating Officer
- -------------------------------------------
Stephen G. McConahey

/s/ Stanley R. Fallis Senior Executive Vice President and Chief
- ------------------------------------------- Administrative Officer
Stanley R. Fallis

/s/ David M. Greene Senior Executive Vice President and
- ------------------------------------------- Director of Client Services
David M. Greene

/s/ Thomas R. Reedy Senior Executive Vice President and
- ------------------------------------------- Director of Capital Markets
Thomas R. Reedy

/s/ Janet L. Reali Executive Vice President, Corporate Counsel
- ------------------------------------------- and Corporate Secretary
Janet L. Reali

</TABLE>

/s/ Michael J. Thoms
_____________________________________
Michael J. Thoms

MICHAEL J. THOMS SIGNS THESE DOCUMENTS PURSUANT TO POWERS OF ATTORNEY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WITH AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM S-6 FOR EVEREN UNIT INVESTMENT TRUSTS, SERIES 39
(FILE NO. 33-63111).

S-3