File No. 333-05381 CIK #910917
Securities and Exchange Commission
Washington, D. C. 20549
Post-Effective
Amendment No. 1
to
Form S-6
For Registration under the Securities Act of 1933
of Securities of Unit Investment Trusts Registered
on Form N-8B-2
EVEREN Unit Investment Trusts, Series 49
Name and executive office address of Depositor:
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Name and complete address of agent for service:
Robin Pinkerton
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
( X ) Check box if it is proposed that this filing will
become effective at 2:00 p.m. on September 19, 1997
pursuant to paragraph (b) of Rule 485.
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CITY SECURITIES CORPORATION
INDIANA GROWTH & TREASURY SECURITIES TRUST 1996 SERIES INDIANA
GROWTH SECURITIES TRUST 1996 SERIES
PROSPECTUS PART ONE
Indiana Growth & Treasury Securities Trust 1996 Series was formed with
the investment objective of protecting Unitholders' capital and obtaining
capital appreciation and income through investment in a fixed portfolio of
"zero coupon" U.S. Treasury bonds ("Treasury Obligations") and equity
securities issued by companies which are headquartered or incorporated in
Indiana, however, up to 10% of the portfolio may be outside of the State of
Indiana ("Equity Securities"). This Trust has been organized so that
purchasers of Units should receive, at the termination of the Trust, an amount
per Unit at least equal to $10.00 (which is equal to the per Unit value upon
maturity of the Treasury Obligations), even if the Trust never paid a dividend
and the value of the Equity Securities were to decrease to zero, which the
Underwriter considers highly unlikely. This feature provides Unitholders who
purchase Units at a price of $10.00 or less per Unit with total principal
protection, including any sales charges paid, although they might forego any
earnings on the amount invested. To the extent that Units are purchased at a
price less than $10.00 per Unit, this feature may also provide a potential for
capital appreciation. The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. government and are backed by
the full faith and credit of the U.S. government. The guarantee of the U.S.
government does not apply to the market value of the Treasury Obligations or
the Units of the Trust, whose net asset value will fluctuate and, prior to
maturity, may be worth more or less than a purchaser's acquisition cost. This
Trust is intended to achieve its objective over the life of the Trust and as
such is best suited for those investors capable of holding such Units to
maturity.
Indiana Growth Securities Trust 1996 Series was formed with the
investment objective of obtaining capital appreciation and income through
investment in a fixed portfolio of equity securities issued by companies which
are headquartered or incorporated in Indiana, however, up to 10% of the
portfolio may be outside of the State of Indiana ("Equity Securities").
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.
This Prospectus includes two Parts. This Prospectus Part One may not be
distributed without Part Two. The investor is advised to read and retain both
parts of this Prospectus for future reference.
THIS PROSPECTUS PART ONE IS DATED AS OF THE DATE OF PROSPECTUS PART TWO.
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SUMMARY
The Fund. Indiana Growth & Treasury Securities Trust 1996 Series and
Indiana Growth Securities Trust 1996 Series are each separate underlying unit
investment trusts included in EVEREN Unit Investment Trusts, Series 49, an
investment company registered under the Investment Company Act of 1940.
Each Trust initially consists of securities and delivery statements
(i.e., contracts) to purchase securities selected in accordance with the
investment strategy of the Trust. For the criteria used by the Underwriter in
selecting the Securities, see "The Trust Portfolios." 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 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 Portfolios").
Additional Units of the Trusts may be issued at any time by depositing in
the Trusts additional Securities or contracts to purchase additional
Securities together with irrevocable letters of credit or cash as provided
under "The Fund."
Each Unit of a Trust initially offered represents that undivided interest
in the related Trust indicated under "Essential Information" in Part Two. 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 each Trust represented by each unredeemed
Unit will increase or decrease accordingly, although the actual interest in
each 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 each Trust
is based on the underlying value of the Securities in the related 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 related 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 a 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 a
Trust will be distributed twice annually and any funds in the Capital Account
will also be made annually. See "Unitholders-Distributions to Unitholders."
Income with respect to the accrual of original issue discount on the Treasury
Obligations in the Growth & Treasury Trust will not be distributed currently,
although Unitholders of such Trust will be subject to income tax at ordinary
income rates as if a distribution had occurred.
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Reinvestment. Each Unitholder may elect to have distributions of income,
capital gains and/or capital on their Units automatically invested into
additional Units of the related Trust without a sales charge. Such
distributions will be reinvested without charge to the participant on each
applicable Distribution Date. See "Unitholders-Distribution Reinvestment."
Market for Units. While under no obligation to do so, the Sponsor
intends to, and certain dealers may, maintain a market for the Units of the
Trusts and offer to repurchase such Units at prices subject to change at any
time which are based on the underlying closing 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."
Redemption in Kind. Upon redemption of Units or termination of the
Growth Trust a Unitholder generally may request to receive in lieu of cash his
share of each of the Equity Securities then held by the Growth Trust, if
(1) he would be entitled to receive at least $25,000 of proceeds or if he paid
at least $25,000 to acquire the Units being tendered and (2) he has tendered
for redemption prior to June 25, 2003. Upon termination of the Growth &
Treasury Trust a Unitholder generally may request to receive in lieu of cash
his share of each of the Equity Securities then held by the Growth & Treasury
Trust, if (1) he would be entitled to receive at least $50,000 of proceeds or
if he paid at least $50,000 to acquire the Units being tendered and (2) he has
requested an in-kind distribution prior to February 10, 2007. Unitholders of
the Growth & Treasury Trust requesting an in-kind distribution of Equity
Securities upon termination will receive cash representing their pro rata
share of the proceeds from the Treasury Obligations. See "Redemption" and
"Administration of the Trusts-Amendment and Termination."
Termination. No later than the date specified for each Trust under the
Mandatory Termination Date in "Essential Information" in Part Two, 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 not electing an in-kind distribution will receive a
cash distribution within a reasonable time after the related Trust is
terminated. See "Unitholders-Distributions to Unitholders" and
"Administration of the Trusts-Amendment and Termination."
Risk Factors. An investment in the Trusts 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, volatile interest rates and economic recession.
For risk considerations related to the Trusts, see "Risk Factors."
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THE FUND
Indiana Growth & Treasury Securities Trust 1996 Series and Indiana Growth
Securities Trust 1996 Series (the "Trusts") are separate underlying unit
investment trusts included in EVEREN Unit Investment Trusts, Series 49 (the
"Fund"), which was created under the laws of the State of New York pursuant to
a trust indenture (the "Trust Agreement") dated the Initial Date of Deposit.*
The sponsor of the Trusts is Ranson & Associates, Inc. (the "Sponsor") and the
trustee is The Bank of New York (the "Trustee"). On November 26, 1996, Ranson
& Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates, Inc. is the
successor sponsor to unit investment trusts formerly sponsored by EVEREN Unit
Investment Trusts, a service of EVEREN Securities, Inc.
Indiana Growth & Treasury Securities Trust 1996 Series (the "Growth &
Treasury Trust") was formed with the investment objective of protecting
Unitholders' capital and obtaining capital appreciation and income through
investment in a fixed portfolio of "zero coupon" U.S. Treasury bonds
("Treasury Obligations") and equity securities issued by companies which are
headquartered or incorporated in Indiana, however, up to 10% of the portfolio
may be outside of the State of Indiana ("Equity Securities").
The Growth & Treasury Trust has been organized so that purchasers of
Units should receive, at the termination of the Trust, an amount per Unit at
least equal to $10.00 (which is equal to the per Unit value upon maturity of
the Treasury Obligations), even if the Growth & Treasury Trust never paid a
dividend and the value of the Equity Securities were to decrease to zero,
which the Underwriter considers highly unlikely. Furthermore, the Sponsor
will take such steps in connection with the deposit of additional Securities
in the Growth & Treasury Trust as are necessary to maintain a maturity value
of the Units of such Trust at least equal to $10.00 per Unit. The receipt of
only $10.00 per Unit upon termination of the Growth & Treasury Trust (an event
which the Underwriter considers highly unlikely) represents a substantial loss
on a present value basis. At current interest rates as of the Initial Date of
Deposit, the present value of receiving $10.00 per Unit as of the termination
of the Growth & Treasury Trust was approximately $4.75 per Unit (the present
value is indicated by the amount per Unit which is invested in Treasury
Obligations). Furthermore, the $10.00 per Unit in no respect protects
investors against diminution in the purchasing power of their investment due
to inflation (although expectations concerning inflation are a component in
determining prevailing interest rates, which in turn determine present
values). If inflation were to occur at the rate of 5% per annum during the
period ending at the termination of the Growth & Treasury Trust, the present
dollar value of $10.00 per Unit at the termination of the Trust would be
approximately $5.95 per Unit as of the Initial Date of Deposit.
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* Reference is made to the Trust Agreement and any statement contained
herein is qualified in its entirety by the provisions of the Trust
Agreement.
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Indiana Growth Securities Trust 1996 Series (the "Growth Trust") was
formed with the investment objective of obtaining capital appreciation and
income through investment in a fixed portfolio of equity securities issued by
companies which are headquartered or incorporated in Indiana, however, up to
10% of the portfolio may be outside of the State of Indiana ("Equity
Securities").
There is, of course, no guarantee that either Trust will achieve its
objective. As used herein, the term "Securities" means the common stocks and
U.S. Treasury obligations, if any, (including contracts for the purchase
thereof) initially deposited in the Trusts and described in the portfolios and
any additional common stocks and U.S. Treasury obligations acquired and held
by the Trusts 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 each 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 Growth & Treasury Trust will be in amounts which
will maintain, for the first 90 days, as closely as possible the same original
proportionate relationship of the Treasury Obligations and Equity Securities
in such Trust as established by the initial deposit of Securities and,
thereafter, the same proportionate relationship that existed on such 90th day.
Such deposits of additional Securities in the Growth & Treasury Trust will,
therefore, be done in such a manner that the maturity value of the Treasury
Obligations represented by each Unit should always be an amount at least equal
to $10.00, and that the original proportionate relationship among the
individual Equity Securities shall be maintained. On a cost basis to the
Growth & Treasury Trust, the original percentage relationship on the Initial
Date of Deposit was approximately 52.5% Treasury Obligations and approximately
47.5% Equity Securities. Such additional deposits into the Growth 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 Equity Security in such Trust established by the initial deposit of
Equity Securities and, thereafter, the same percentage relationship that
existed on such 90th day. Thus, although additional Units will be issued,
each Unit in the Growth Trust will continue to represent approximately the
same number of shares of each Equity Security, and the percentage relationship
among the shares of each Equity Security in such Trust will remain the same.
The required percentage relationship among the Equity Securities in the Trusts
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 an
Equity Security in the Trusts but which does not affect a Trust's percentage
ownership of the common stock equity of such issuer at the time of such event.
Each Trust consists of (a) the Securities listed under "Portfolio" in
Part Two as may continue to be held from time to time in such Trust, (b) any
additional Securities acquired and held by such 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,
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the Sponsor will, unless substantially all of the moneys held in the related
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 each Trust.
For the Securities so deposited, the Trustee delivered to the Sponsor
documentation evidencing the ownership of that number of Units of the related
Trust set forth under "Essential Information" in Part Two.
THE TRUST PORTFOLIOS
Indiana Growth & Treasury Securities Trust 1996 Series seeks to protect
Unitholders' capital and provide for capital appreciation and income through
investment in a fixed portfolio of "zero coupon" U.S. Treasury bonds and
equity securities issued by companies which are headquartered or incorporated
in Indiana, however, up to 10% of the portfolio may be outside of the State of
Indiana. Indiana Growth Securities Trust 1996 Series seeks to provide capital
appreciation and income through investment in a fixed portfolio of equity
securities issued by companies which are headquartered or incorporated in
Indiana, however, up to 10% of the portfolio may be outside of the State of
Indiana. At all times the Growth Trust will hold at least 80% of its assets
in equity securities.
The Securities were selected, as of the Initial Date of Deposit, by City
Securities Corporation, the Fund's Underwriter. The Underwriter selected the
Securities based on their growth and capital appreciation potential, asset
quality, and strength, among other criteria.
Although there can be no assurance that the Equity Securities will
appreciate in value over the life of the Trusts, 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"), and past performance
is no guarantee of future results.
RISK FACTORS
Equity Securities. 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 Equity
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
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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.
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
Equity Securities in the portfolios thus may be expected to fluctuate over the
entire life of a Trust to values higher or lower than those prevailing on the
Initial Date of Deposit.
Whether or not the Equity Securities are listed on a national security
exchange, the principal trading market for the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading
market for the Equity Securities may depend on whether dealers will make a
market in the Equity Securities. There can be no assurance that a market will
be made for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity Securities in
any markets made. In addition, a Trust is restricted under the Investment
Company Act of 1940 from selling Equity Securities to the Sponsor. The price
at which the Equity Securities may be sold to meet redemptions and the value
of a Trust will be adversely affected if trading markets for the Equity
Securities are limited or absent.
Treasury Obligations. The Treasury Obligations deposited in the Growth &
Treasury Trust consist of U.S. Treasury bonds which have been stripped of
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their unmatured interest coupons. The Treasury Obligations evidence the right
to receive a fixed payment at a future date from the U.S. Government, and are
backed by the full faith and credit of the U.S. Government. Treasury
Obligations are purchased at a deep discount because the buyer obtains only
the right to a fixed payment at a fixed date in the future and does not
receive any periodic interest payments. The effect of owning deep discount
bonds which do not make current interest payments (such as the Treasury
Obligations) is that a fixed yield is earned not only on the original
investment, but also, in effect, on all earnings during the life of the
discount obligation. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest the income on such obligations
at a rate as high as the implicit yield on the discount obligation, but at the
same time eliminates the holder's ability to reinvest at higher rates in the
future. For this reason, the Treasury Obligations are subject to
substantially greater price fluctuations during periods of changing interest
rates than are securities of comparable quality which make regular interest
payments.
General. 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 related Trust. Thus, payment of brokerage fees by a 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 a Trust during subsequent deposits
of additional Securities.
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 a 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 a Trust or will not impair the ability of issuers
to achieve their business goals.
FEDERAL TAX STATUS
The following is a general discussion of certain of the Federal income
tax consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986 (the "Code"). Unitholders should consult
their tax advisers in determining the Federal, state, local and any other tax
consequences of the purchase, ownership and disposition of Units in the
Trusts. For purposes of the following discussion and opinion, it is assumed
that interest on the Treasury Obligations is included in gross income for
Federal income tax purposes and that the Treasury Obligations are debt for
Federal income tax purposes and that the Equity Securities are equity for
Federal income tax purposes.
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In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each 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 a Trust under the Code;
and the income of each Trust will be treated as income of the Unitholders
thereof under the Code. Each Unitholder will be considered to have
received his pro rata share of income derived from each Trust asset when
such income is considered to be received by a Trust.
2. Each Unitholder will have a taxable event when a Trust disposes
of an Equity Security (whether by sale, exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by such
Unitholder. A Unitholder's tax basis in his Units will equal his tax
basis in his pro rata portion of all the assets of the Trust. Such basis
is determined (before adjustments described below) by apportioning the
tax basis for the Units among each of the Trust's assets, according to
the value as of the valuation date nearest the date of acquisition of the
Units. It should be noted that certain legislative proposals have been
made which could affect the calculation of basis for Unitholders holding
securities that are substantially identical to the Securities.
Unitholders should consult their own tax advisors with regard to the
calculation of basis. The Treasury Obligations held by the Growth &
Treasury Trust are treated as stripped bonds and may be treated as bonds
issued at an original issue discount as of the date a Unitholder
purchases his Units. Because the Treasury Obligations represent
interests in "stripped" U.S. Treasury bonds, a Unitholder's tax basis for
his pro rata portion of each Treasury Obligation held by the Growth &
Treasury Trust (determined at the time his acquires his Units, in the
manner described above) shall be treated as its "purchase price" by the
Unitholder. Original issue discount is effectively treated as interest
for Federal income tax purposes and the amount of original issue discount
in this case is generally the difference between the bond's purchase
price and its stated redemption price at maturity. A Unitholder of the
Growth & Treasury Trust will be required to include in gross income for
each taxable year the sum of his daily portions of original issue
discount attributable to the Treasury Obligations held by the Trust as
such original issue discount accrues and will in general be subject to
Federal income tax with respect to the total amount of such original
issue discount that accrues for such year even though the income is not
distributed to the Unitholders during such year to the extent it is not
less than a "de minimis" amount as determined under Treasury Regulations
relating to stripped bonds. To the extent the amount of such discount is
less than the respective "de minimis" amount, such discount is generally
treated as zero. In general, original issue discount accrues daily under
a constant interest rate method which takes into account the semi-annual
compounding of accrued interest. In the case of the Treasury
Obligations, this method will generally result in an increasing amount of
income to the Unitholders of the Growth & Treasury Trust each year.
Unitholders of the Growth & Treasury Trust should consult their tax
advisers regarding the Federal income tax consequences and accretion of
original issue discount. For Federal income tax purposes, a Unitholder's
pro rata portion of dividends, as defined by Section 316 of the Code,
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paid by a corporation with respect to an Equity Security held by a Trust
are taxable as ordinary income to the extent of such corporation's
current and accumulated "earnings and profits." A Unitholder's pro rata
portion of dividends paid on such Equity Security which exceed such
current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Equity Security, and to the extent that
such dividends exceed a Unitholder's tax basis in such Equity Security
shall generally be treated as capital gain. In general, the holding
period for such capital gain will be determined by the period of time a
Unitholder has held his Units.
3. A Unitholder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held by a
Trust will generally be considered a capital gain except in the case of a
dealer or a financial institution. A Unitholder's portion of loss, if
any, upon the sale or redemption of Units or the disposition of Equity
Securities held by a Trust will generally be considered a capital loss
except in the case of a dealer or a financial institution. 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 Equity
Security when such dividends are received by a Trust. Unitholders will be
taxed in this manner regardless of whether distributions from a Trust are
actually received by the Unitholder or are automatically reinvested.
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 a Trust (to the extent such dividends are
taxable as ordinary income, as discussed above) in the same manner as if such
corporation directly owned the Equity Securities paying such dividends (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 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.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
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<PAGE>
the Unitholder to the same extent as though the expense has been paid directly
by him, subject to the following limitation. 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 a Trust as
miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when an Equity Security is disposed of by a Trust or if
the Unitholder disposes of a Unit. For taxpayers other than corporations, net
capital gains (which is defined as net long-term capital gain over net short-
term capital loss for the taxable year) are subject to a maximum marginal
stated tax rate of either 28% or 20%, depending upon the holding period of the
capital assets. In particular, net capital gain, excluding net gain from
property held more than one year but not more than 18 months and gain on
certain other assets, is subject to a maximum marginal stated tax rate of 20%
(10% in the case of certain taxpayers in the lowest tax bracket). Net capital
gain that is not taxed at the maximum marginal stated tax rate of 20% (or 10%)
as described in the preceding sentence, is generally subject to a maximum
marginal stated tax rate of 28%. The date on which a Unit is acquired (i.e.,
the "trade date") is excluded for purposes of determining the holding period
of the Unit. 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.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult
with their tax advisers regarding the potential effect of this provision on
their investment in Units.
If 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.
The Taxpayer Relief Act of 1997 (the "1997 Tax Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, off-setting notional principal
contracts, futures or forward contracts, or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. Unitholders should consult their
own tax advisers with regard to such constructive sales rules.
Special Tax Consequences of In-Kind Distributions Upon Redemption of
Units (for the Growth Trust) or Termination of a Trust. As discussed in
"Unitholders-Distributions to Unitholders", under certain circumstances a
Unitholder may request an In-Kind Distribution upon the redemption of Units or
the termination of a Growth Trust and only upon the termination of the Growth
& Treasury Trust. The Unitholder requesting an In-Kind Distribution will be
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<PAGE>
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."
Treasury Obligations held by the Growth & Treasury Trust will not be
distributed to a Unitholder as part of an In-Kind Distribution. The tax
consequences relating to the sale of Treasury Obligations are discussed above.
As previously discussed, prior to the redemption of Units or the termination
of a 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 upon the redemption of Units (for the Growth Trust) or the
termination of a Trust 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 the Unitholder receives cash in addition
to Equity Securities. An "Equity Security" for this purpose is a particular
class of stock issued by a particular corporation (and does not include the
Treasury Obligations). A Unitholder will not recognize gain or loss if a
Unitholder only receives Equity Securities in exchange for his or her pro rata
portion in the Equity Securities held by a Trust. However, if a Unitholder
also receives cash in exchange for a fractional share of an Equity Security
held by a 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 an Equity Security held by a Trust.
Because each Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Equity Security owned by such 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 Equity Security owned by a 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 Equity Securities
held in a Trust in accordance with the proportion of the fair market values of
such Equity Securities on the valuation date nearest to the date the Units are
purchased in order to determine such Unitholder's tax basis for his pro rata
portion of each Equity Security.
A Unitholder's tax basis in his Units and his pro rata portion of an
Equity Security held by a Trust will be reduced to the extent dividends paid
with respect to such Equity Security are received by a 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 by the Internal Revenue Service that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
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<PAGE>
requested, distributions by a Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
Distributions by a Trust (other than those that are not treated as U.S. source
income, if any) will generally be subject to United States income taxation and
withholding in the case of Units held by non-resident alien individuals,
foreign corporations or other non-United States persons (accrual of original
issue discount on the Treasury Obligations in the Growth & Treasury Trust may
not be subject to taxation or withholding provided certain requirements are
met). Such persons should consult their tax advisers.
Unitholders will be notified annually of the amounts of original issue
discount (in the case of the Growth & Treasury Trust) and dividend income and
long-term capital gains distributions includible 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 IRAs
should consult their broker for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders with regard to Federal income tax. Unitholders may be subject to
state and local taxation and should consult their own tax advisers in this
regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
of a Trust that (a) is (i) for United States federal income tax purposes of
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of
a United States trade or business. The term also includes certain former
citizens of the United States whose income and gain on the Units will be
taxable.
PUBLIC OFFERING OF UNITS
Public Offering Price. Units of the Trusts are offered at the Public
Offering Price (which is based on the aggregate underlying value of the
Securities in each 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 each Trust. In addition, the proportionate share of any
undistributed cash held in the Capital Account of each Trust will be added
to the Public Offering Price per Unit.
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<PAGE>
The sales charge per Unit of the Trusts 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>
Officers, directors and employees of the Underwriter and its affiliates
and registered representatives of selling firms may purchase Units of the
Trusts without a sales charge. Units may be purchased in the primary or
secondary market at the Public Offering Price less the concession the Sponsor
typically allows to dealers and other selling agents for purchases (see
"Public Distribution of Units") by investors who purchase Units through
registered broker-dealers who charge periodic fees for financial planning,
investment advisory or asset management services, or provide such services in
connection with the establishment of an investment account for which a
comprehensive "wrap fee" charge is imposed.
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 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
3:15 p.m. Central time on each such day. Orders received by the Trustee,
Sponsor, Underwriter 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 offer prices for the Securities in the initial
offering period and the closing bid price in the secondary market, or by
taking into account the same factors referred to under "Redemption-Computation
of Redemption Price."
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* 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.
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<PAGE>
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 Trusts 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.
Units will be sold through the Underwriter, 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 Trusts 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 Underwriter 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 Underwriter and the Sponsor.
<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 Sponsor and Underwriter reserve the right to reject, in whole or in part,
any order for the purchase of Units.
Sponsor and Underwriter Profits. The Underwriter will receive gross
sales charges equal to the percentage of the Public Offering Price of the
Units of the Trusts as stated under "Public Offering Price." Any quantity
discount provided to investors will be borne by the Underwriter or the
selling dealer or agent. The Sponsor may realize a profit (or sustain a loss)
as of the Initial Date of Deposit resulting from the difference between the
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* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
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<PAGE>
purchase prices of the Securities to the Sponsor and the cost of such
Securities to the Trusts, 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. The Sponsor
and Underwriter 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 Trusts.
MARKET FOR UNITS
The Sponsor intends to, subject to change at any time, maintain a market
for Units of the Trusts offered hereby and to continuously offer to purchase
said Units at prices, determined by the Evaluator, based on the closing bid
prices of the underlying Securities. 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 Trusts 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 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.
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<PAGE>
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 related Trust, determined as set forth below under "Computation of
Redemption Price," as of the evaluation time stated under "Essential
Information" in Part Two, next following such tender, multiplied by the number
of Units being redeemed. Any Units redeemed shall be canceled and any
undivided fractional interest in the related 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 related 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 related 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 related Trust. The
Trustee is empowered to sell Securities for the Trusts in order to make funds
available for the redemption of Units. Such sale may be required when
Securities would not otherwise be sold and might result in lower prices than
might otherwise be realized. With respect to the Growth & Treasury Trust,
Equity Securities will be sold to meet redemptions of Units before Treasury
Obligations, although Treasury Obligations may be sold if the Growth &
Treasury Trust is assured of retaining a sufficient principal amount of
Treasury Obligations to provide funds upon maturity of such Trust at least
equal to $10.00 per Unit.
Unitholders of the Growth Trust only tendering Units for redemption may
request a distribution in kind (a "Distribution In Kind") from the Trustee in
lieu of cash redemption. A Unitholder of the Growth Trust may request a
Distribution In Kind of an amount and value of Equity Securities per Unit
equal to the Redemption Price per Unit as determined as of the evaluation time
next following the tender, provided that (1) the tendering Unitholder is
entitled to receive at least $25,000 of proceeds as part of his or her
distribution or paid at least $25,000 to acquire the Units being tendered and
(2) the Unitholder has elected to redeem prior to the date specified under
"Redemption In Kind" on page 3 of this Prospectus. Unitholders of the Growth
& Treasury Trust may request a Distribution In Kind of their pro rata portion
of Equity Securities from the Trustee at termination of such Trust only. A
Unitholder of the Growth & Treasury Trust may request a Distribution In Kind
of an amount and value of Equity Securities per Unit at the termination of
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such Trust, provided that (1) the Unitholder is entitled to receive at least
$50,000 of proceeds as part of his or her distribution or paid at least
$50,000 to acquire his Units and (2) the Unitholder elects to receive a
Distribution In Kind prior to the date specified under "Redemption In Kind" in
the "Summary" of this Prospectus. If the Unitholder meets these requirements,
a Distribution In Kind will be made by the Trustee through the distribution of
each of the Equity Securities of the related Trust in book entry form to the
account of the Unitholder's bank or broker-dealer at Depository Trust Company.
The tendering Unitholder shall be entitled to receive whole shares of each of
the Equity Securities comprising the portfolio of the related Trust and cash
from the Capital Account equal to the fractional shares to which the tendering
Unitholder is entitled. Unitholders of the Growth & Treasury Trust electing a
Distribution In Kind at the termination of such Trust will receive cash
representing their pro rata portion of the proceeds of the Treasury
Obligations. The Trustee shall make any adjustments necessary to reflect
differences between the Redemption Price of the Units and the value of the
Securities distributed in kind as of the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities. The in kind
redemption option may be terminated by the Sponsor on a date other than that
specified under "Redemption In Kind" in the "Summary" of this Prospectus upon
notice to the Unitholders prior to the specified date.
To the extent that Securities are redeemed in kind or sold, the size (and
possibly the diversity) of a 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.
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 closing bid price of the Securities
in the related Trust. On the Initial Date of Deposit, the Public Offering
Price per Unit (which is based on the closing offer 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" in Part Two. 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
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<PAGE>
price per Unit on a daily basis. The Redemption Price per Unit is the
pro rata share of each Unit in the related Trust determined on the basis
of (i) the cash on hand in the Trust or moneys 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 value of the Treasury
Obligations is based on the bid side evaluation of such Treasury
Obligations as determined by the Evaluator. The Evaluator may determine
the value of the Equity Securities in the Trusts in the following manner:
if the Equity Security is listed on a national securities exchange or
the Nasdaq National Market, the evaluation will generally be based on the
closing bid price on the exchange or Nasdaq (unless the Evaluator deems the
price inappropriate as a basis for evaluation). If the Equity Security is not
so listed or, if so listed and the principal market for the Equity 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 Equity 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 Trusts 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 Trusts 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
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<PAGE>
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 includible in income for the taxable year is the
portion of the amount withdrawn for the taxable 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 Trusts 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 Ranson 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.
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<PAGE>
UNITHOLDERS
Ownership of Units. Ownership of Units of the Trusts 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 each 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 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 a Trust (other than
accreted interest on any Treasury Obligations) is credited by the Trustee to
the Income Account of such Trust. Other receipts are credited to the Capital
Account of a Trust. Income received by a Trust will be distributed on or
shortly after each Distribution Date on a pro rata basis to Unitholders of
record as of the preceding Record and Computation Date. 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 each 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" in Part Two.
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. Income with respect to the original issue
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<PAGE>
discount on the Treasury Obligations in the Growth & Treasury Trust will not
be distributed currently, although Unitholders will be subject to Federal
income tax as if a distribution had occurred. See "Federal Tax Status."
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
Trusts 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 each Trust and, to the extent funds are not sufficient
therein, from the Capital Account of each Trust amounts necessary to pay the
expenses of the related Trust (as determined on the basis set forth under
"Expenses of the Trusts"). 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 each Trust. Amounts so withdrawn shall
not be considered a part of each 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
Trusts 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 without charge into additional Units of the related
Trust. 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
and Computation Date applicable to any distribution in order to be in effect
for such Record and Computation 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 division office.
Statements to Unitholders. With each distribution, the Trustee will
furnish or cause to be furnished to each Unitholder a statement of the
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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 each Trust are required to be audited annually, at the
related 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 Trusts. The accountants' report will
be furnished by the Trustee to any Unitholder of the related 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 Trusts a statement, covering the
calendar year, setting forth for the related 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
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;
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<PAGE>
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 a 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 a Trust.
No Unitholder shall have the right to control the operation and
management of the Trusts in any manner, except to vote with respect to the
amendment of the Trust Agreement or termination of the Trusts.
INVESTMENT SUPERVISION
Each 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 each 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 a Trust. Treasury Obligations in the
Growth & Treasury Trust may be sold by the Trustee only pursuant to the
liquidation of such Trust or to meet redemption requests. 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 a Trust and either
sold by the Trustee or held in a Trust pursuant to the direction of the
Sponsor. Proceeds from the sale of Securities (or any securities or other
property received by a 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 a 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; provided, however, for the Growth &
Treasury Trust, that in the case of Securities sold to meet redemption
requests, Treasury Obligations may only be sold if the Growth & Treasury Trust
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<PAGE>
is assured of retaining a sufficient principal amount of Treasury Obligations
to provide funds upon maturity of the Trust at least equal to $10.00 per Unit.
Treasury Obligations may not be sold by the Trustee to meet Growth & Treasury
Trust expenses.
ADMINISTRATION OF THE TRUSTS
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 portfolios of the Trusts. 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 each Trust.
Such books and records shall be open to inspection by any Unitholder of each
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 each Trust. Pursuant to the Trust Agreement, the Trustee
may employ one or more agents for the purpose of custody and safeguarding of
Securities comprising each 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
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<PAGE>
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 Underwriter. City Securities Corporation, 135 North Pennsylvania
Street, Suite 2200, Indianapolis, Indiana 46204, is the Fund's Underwriter.
Founded in 1924, City Securities Corporation is Indiana's oldest and largest
Indiana-owned investment banking firm.
The company offers a full range of innovative investment products and
services including stocks, bonds, mutual funds, unit investment trusts,
annuities, money market funds, pension plans and even life, health, and
property insurance. The firm has a staff of over 100 professionals in various
areas of finance and investment to assist individual investors, companies and
institutions. The company believes its proudest accomplishment is its record
for helping individual investors build wealth and manage their investments
through knowledge, experience and personalized service.
On the Initial Date of Deposit, the Underwriter became the owner of the
Units of the Trusts and entitled to the benefits thereof, as well as the risks
inherent therein. The Underwriter Agreement provides that a public offering
of the Units of the Trusts will be made at the Public Offering Price described
in the prospectus.
Units may also be sold to or through dealers and others during the
initial offering period and in the secondary market at prices representing a
concession or agency commission as described in "Public Offering of
Units-Public Distribution of Units." The Underwriter has agreed to underwrite
additional Units of the Trusts as they become available. The Underwriter and
the Sponsor will receive sales commissions as described under "Public Offering
of Units-Sponsor and Underwriter Profits."
The Sponsor. Ranson & Associates, Inc., the Sponsor of the Trusts, is
an investment banking firm created in 1995 by a number of former owners
and employees of Ranson Capital Corporation. On November 26, 1996,
Ranson & Associates, Inc. purchased all existing unit investment trusts
sponsored by EVEREN Securities, Inc. Accordingly, Ranson & Associates, Inc.
is the successor sponsor to unit investment trusts formerly sponsored by
EVEREN Unit Investment Trusts, a service of EVEREN Securities, Inc. Ranson &
Associates is also the sponsor and successor sponsor of Series of The Kansas
Tax-Exempt Trust and Multi-State Series of The Ranson Municipal Trust. Ranson
& Associates, Inc. is the successor to a series of companies, the first of
which was originally organized in Kansas in 1935. During its history, Ranson
& Associates, Inc. and its predecessors have been active in public and
corporate finance and have sold bonds and unit investment trusts and
maintained secondary market activities relating thereto. At present, Ranson &
Associates, Inc., which is a member of the National Association of Securities
Dealers, Inc., is the Sponsor to each of the above-named unit investment
trusts and serves as financial advisor and as an underwriter for Kansas
municipalities. The Sponsor's offices are located at 250 North Rock Road,
Suite 150, Wichita, Kansas 67206-2241.
-26-
<PAGE>
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 Trusts 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 Underwriter or the Trusts. 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 Trusts. More comprehensive
financial information can be obtained upon request from the Sponsor.
The Evaluator. Ranson & Associates, Inc., 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 Trusts 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
a 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 a Trust. In no event shall the
Trust Agreement be amended to increase the number of Units of a Trust issuable
thereunder or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in a 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 of their pro
rata portion of the Equity Securities at the termination of either Trust and
who otherwise qualifies for such a distribution must notify the Trustee no
later than the date indicated under "Redemption In Kind" in the "Summary" of
this Prospectus. Unitholders of the Growth & Treasury Trust electing a
Distribution In Kind at the termination of such Trust will receive cash
representing their pro rata portion of the proceeds of the Treasury
Obligations.
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<PAGE>
The Trust Agreement provides that each Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities
held in such Trust but in no event is it to continue beyond the Mandatory
Termination Date set forth under "Essential Information" in Part Two. If the
value of a Trust shall be less than the applicable minimum value stated under
"Essential information" in Part Two (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. Each Trust may be terminated at any time by
the holders of Units representing 66-2/3% of the Units thereof then
outstanding.
No later than the Mandatory Termination Date set forth, under "Essential
Information" in Part Two, the Trustee will begin to sell all of the remaining
underlying Securities on behalf of Unitholders in connection with the
termination of the related 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 a 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 a Trust, written notice thereof will be
sent by the Trustee to all Unitholders of such Trust. Within a reasonable
period after termination of a 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.
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<PAGE>
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 moneys, 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, 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 TRUSTS
The Sponsor will charge the Trusts a surveillance fee for services
performed for the Trusts in an amount not to exceed that amount set forth in
"Essential Information" in Part Two but in no event will such compensation,
when combined with all compensation received from other unit investment trusts
for which the Sponsor both acts as sponsor and provides portfolio
surveillance, exceed the aggregate cost to the Sponsor for providing such
services. Such fee shall be based on the total number of Units of the related
Trust outstanding as of the January Record Date for any annual period.
The Trustee receives for its services that fee set forth under "Essential
Information" in Part Two. However, in no event shall such fee amount to less
than $2,000 in any single calendar year for each Trust. The Trustee's fee
which is calculated monthly is based on the largest number of Units in each
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
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<PAGE>
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 Trusts is expected to result
from the use of these funds.
For evaluation of the Securities in the Trusts, the Evaluator shall
receive that fee set forth under "Essential Information" in Part Two, payable
monthly, based upon the largest number of Units of each Trust 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 related 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 each 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 such Trust and it is intended that such expenses be amortized over
a five year period or over the life of such 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 related Trust and, when owing to the Trustee, are secured by a lien
on the related 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 Trusts. If the balances in the Income and Capital
Accounts are insufficient to provide for amounts payable by a 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."
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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.
INDEPENDENT AUDITORS
The statement of net assets, including the Schedule of Investments,
appearing in Part Two of this Prospectus and Registration Statement has been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report appearing in Part Two and is included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
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<PAGE>
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY 2
THE FUND 4
THE TRUST PORTFOLIOS 6
RISK FACTORS 6
FEDERAL TAX STATUS 8
PUBLIC OFFERING OF UNITS 13
Public Offering Price 13
Public Distribution of Units 15
Sponsor and Underwriter Profits 15
MARKET FOR UNITS 16
REDEMPTION 16
General 16
Computation of Redemption Price 18
RETIREMENT PLANS 19
UNITHOLDERS 21
Ownership of Units 21
Distributions to Unitholders 21
Distribution Reinvestment 22
Statements to Unitholders 22
Rights of Unitholders 24
INVESTMENT SUPERVISION 24
ADMINISTRATION OF THE TRUSTS 25
The Trustee 25
The Underwriter 26
The Sponsor 26
The Evaluator 27
Amendment and Termination 27
Limitations on Liability 29
EXPENSES OF THE TRUSTS 29
LEGAL OPINIONS 31
INDEPENDENT AUDITORS 31
</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 Fund, the Trustee,
or the Sponsor. Such registration does not imply that the Fund 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.
<PAGE>
CITY SECURITIES
CORPORATION
PROSPECTUS PART ONE
===================================
INDIANA
GROWTH SECURITIES TRUST
1996 SERIES
INDIANA
GROWTH & TREASURY
SECURITIES TRUST
1996 SERIES
===================================
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Part Two
Dated September 30, 1997
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.
NOTE: Part Two of this Prospectus May Not Be Distributed Unless Accompanied by
Part One.
<PAGE>
Indiana Growth & Treasury Securities Trust
Series 1996
Essential Information
As of May 31, 1997
Sponsor: Ranson & Associates, Inc.
Trustee and Evaluator: The Bank of New York Co.
<TABLE>
<CAPTION>
General Information
<S> <C>
AggregateValue of Securities in Trust $913,026
Number of Units 82,500
Fractional Undivided Interest in the Trust per Unit 1/82,500
Public Offering Price: per Unit:
Aggregate Value of Securities in the Trust $913,026
Aggregate Value of Securities per Unit $11.067
Net Cash per Unit $(.047)
Sales Charge of 5.152% (4.90% of Public Offering Price) $.568
Public Offering Price per Unit $11.588
Redemption Price per Unit $11.020
</TABLE>
Minimum Value of the Trust Trust agreement may be terminated
under which Trust Agreement may if value of Trust Fund is
be Terminated less than 40% of the value of the
Securities when deposited in the
portfolio.
Date of Trust Agreement June 25, 1996
Mandatory Termination Date February 15, 2007
Evaluator's Annual Evaluation Fee Maximum of $.003 per Unit
Trustee's Annual Fee $.008 per Unit
Sponsor Annual Surveillance Fee $.002 per Unit
Record Dates July 1 and December 20
Distribution Dates July 15 and December 31
Evaluations for purpose of sale, purchase or redemption of Units are made as of
3:15 P.M. next following receipt of an order for a sale or purchase of Units or
receipt by The Bank of New York Co. of Units tendered for redemption.
[FN]
1. See Note 1 to the accompanying financial statements of the Trust regarding a
change in ownership of Kemper Unit Investment Trusts and Kemper Securities, Inc.
<PAGE>
Report of Independent Auditors
Unitholders
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
We have audited the accompanying statement of assets and liabilities of EVEREN
Defined Funds Indiana Growth & Treasury Securities Trust Series 1996, including
the schedule of investments, as of May 31, 1997, and the related statements of
operations and changes in net assets for the period from June 25, 1996 (Date of
Deposit) to May 31, 1997. These financial statements are the responsibility of
the Trust's sponsor. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of investments owned as of May 31, 1997, by correspondence
with the custodial bank. 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 that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EVEREN Defined Funds Indiana
Growth & Treasury Securities Trust Series 1996 at May 31, 1997, and the results
of its operations and changes in its net assets for the period indicated above
in conformity with generally accepted accounting principles.
Ernst & Young LLP
Kansas City, Missouri
September 16, 1997
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Statement of Assets and Liabilities
May 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Securities, at value (cost $763,838) $913,026
Organizational Costs 10,193
Dividends receivable 918
---------
Total assets 924,137
Liabilities and net assets
Cash overdraft 8,500
Accrued liabilities 101
---------
8,601
Net assets, applicable to 82,500 Units outstanding:
Cost of Trust assets $763,838
Unrealized appreciation 149,188
Distributable funds 2,510
--------- ---------
Net assets $915,536
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Statement of Operations
<TABLE>
<CAPTION>
Period from
June 25,
1996 to
May 31,
1997
<S> <C>
---------
Investment income - dividends $6,512
Expenses:
Trustee's fees and related expenses 1,014
Evaluator's fees 343
Amortization of organizational expenses 2,548
---------
Total expenses 3,905
---------
Net investment income 2,607
Unrealized appreciation on investments during the period 149,188
---------
Net increase in net assets resulting from operations $151,795
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Period from
June 25,
1996 to
May 31,
1997
<S> <C>
---------
Operations:
Net investment income $2,607
Unrealized appreciation on investments during the period 149,188
---------
Net increase in net assets resulting from operations 151,795
Capital transactions:
Issuance of 82,500 Units 763,741
---------
Total increase in net assets 915,536
Net assets:
At the beginning of the period -
---------
End of the period (including distributable funds
applicable to Trust Units of $2,510 at May 31, 1997) $915,536
=========
Trust Units outstanding at the end of the period 82,500
=========
Net asset value per Unit at the end of the period $11.097
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Schedule of Investments
May 31, 1997
<TABLE>
<CAPTION>
Number of
Name of Issuer of Equity Securities Shares Value
<S> <C> <C>
- --------------------- --- ---
American States Financial Corporation 871 $33,642
Amoco Corporation 255 22,823
Ball Corporation 678 19,831
Bindley Western Industries, Inc. 1,087 23,914
Biomet, Inc. 1,324 24,825
Brightpoint, Inc. 1,272 39,432
Central Newspapers, Inc. 508 30,798
Conseco, Inc. 951 38,040
Cummins Engine Company, Inc. 453 28,879
Duke Realty Investments, Inc. 618 23,561
Eli Lilly & Company 288 26,856
First Indiana Corporation 970 19,885
Great Lakes Chemical Corporation 297 14,516
Guidant Corporation 381 29,623
Hillenbrand Industries, Inc. 515 24,334
Lilly Industries, Inc. 1,192 25,032
Lincoln National Corporation 396 24,106
Union Acceptance Corporation 1,219 10,818
Wabash National Corporation 984 21,771
---------
Equity Total 482,686
Maturity
Value
---------
Zero coupon U.S. Treasury Bonds $825,000 430,340
Maturing February 15, 2007 ---------
$913,026
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Notes to Financial Statements
1. Significant Accounting Policies
Trust Sponsor and Evaluator
From the Trust's date of deposit through November 26, 1996, the Trust's sponsor
and evaluator was EVEREN Unit Investment Trusts (EVEREN). On that date, Zurich
Kemper Investments, Inc. acquired EVEREN and assigned substantially all of its
unit investment trust business to Ranson & Associates, Inc., which serves as the
Trust's sponsor and evaluator.
Valuation of Securities
As of the date of the financial statements and during the Trust's primary
offering period, Equity Securities and Government Securities are stated at ask
prices as determined by the Bank of New York. At the end of the primary period
(July 24, 1997) and thereafter, the Equity Securities and Government Securities
are stated at bid prices as determined by the Bank of New York. If there are no
appropriate prices available from a national securities exchange, then the
prices will be determined as follows: (a) current prices for comparable
securities, (b) appraisal of the value of the Equity Securities in good faith,
or (c) by any combination of the above. The aggregate bid prices of the
Government Securities are determined by the Evaluator based on (a) current
prices of the Securities, (b) current prices for comparable securities, (c)
appraisal, or (d) any combination of the above.
Cost of Securities
Cost of the Trust's Equity Securities is based on the offer prices of the stocks
on the dates of deposit of such Securities acquired during the primary sales
period, as determined by the Evaluator. Realized gain (loss) from investment
transactions is reported on a first-in, first-out basis. Cost of the Trust's
Government Securities is based on the offering prices of the Securities on the
dates of deposit of such Securities acquired during the primary sales period,
plus amortization of original issue discount for the zero coupon obligations.
Realized gain (loss) from Security transactions is reported on an identified
cost basis.
Investment Income
Dividends are recorded on the ex-dividend date.
2. Unrealized Appreciation and Depreciation
Following is an analysis of net unrealized appreciation at May 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Gross unrealized appreciation $160,900
Gross unrealized depreciation (11,712)
----------
Net unrealized appreciation $149,188
=========
</TABLE>
3. Federal Income Taxes
The Trust is not an association taxable as a corporation for federal income tax
purposes. Each Unitholder is considered to be the owner of a pro rata portion
of the Trust under Subpart E, Subchapter J of Chapter 1 of the Internal Revenue
Code of 1986, as amended. Accordingly, no provision has been made for federal
income taxes.
<PAGE>
EVEREN Defined Funds
Indiana Growth & Treasury Securities Trust
Series 1996
Notes to Financial Statements (continued)
4. Other Information
Cost to Investors
The cost to initial investors of Units of the Trust was based on the aggregate
value of the Equity Securities and Government Securities in the Trust valued at
the closing prices on the offer side of the market on the business day prior to
the Date of Deposit, plus or minus a pro rata share of any distributable funds,
plus a sales charge of 4.90% (5.152% of the net amount invested). The Public
Offering Price for secondary market transactions is based on the aggregate
market value of the Securities valued at the closing ask prices, plus or minus a
pro rata share of any distributable funds, plus a sales charge of 4.90%
(equivalent to 5.152% of the net amount invested).
The sponsor intends to permit officers, directors and employees of the sponsor
and its affiliates and, in the discretion of the sponsor, registered
representatives of selling firms to purchase Units of the Trust without a sales
charge.
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated September 16, 1997, in this Post-Effective
Amendment to the Registration Statement (Form S-6) and related Prospectus of
EVEREN Defined Funds Indiana Growth & Treasury Securities Trust Series 1996
dated September 30, 1997.
Ernst & Young LLP
Kansas City, Missouri
September 30, 1997
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Part Two
Dated September 30, 1997
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.
NOTE: Part Two of this Prospectus May Not Be Distributed Unless Accompanied by
Part One.
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Essential Information
As of May 31, 1997
Sponsor: Ranson & Associates, Inc.
Trustee and Evaluator: The Bank of New York Co.
<TABLE>
<CAPTION>
<S> <C>
General Information
Aggregate Value of Securities in Trust $3,297,168
Number of Units 255,720
Fractional Undivided Interest in the Trust per Unit 1/255,720
Public Offering Price per Unit:
Aggregate Value of Securities in the Trust $3,297,168
Aggregate Value of Securities per Unit $12.894
Net Cash per Unit $(.053)
Sales Charge of 5.152% (4.90% of Public Offering Price) $.662
Public Offering Price per Unit $13.503
Redemption Price per Unit $12.841
</TABLE>
Minimum Value of the Trust under which Trust agreement may be terminated if
Trust Agreement may be Terminated value of Trust Fund is less than 40%
of the value of the Securities when
deposited in the portfolio
Date of Trust Agreement June 25, 1996
Mandatory Termination Date August 1, 2004
Evaluator's Annual Evaluation Fee Maximum of $.0030 per Unit
Sponsor's Annual Surveillance Fee $.002 per Unit
Trustee's Annual Fee $.008 per Unit
Record Dates July 1 and December 20
Distribution Dates July 15 and December 31
Evaluations for purpose 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 Bank of New York Co. of Units tendered for
redemption.
[FN]
1. See Note 1 to the accompanying financial statements of the Trust regarding
a change in ownership of Kemper Unit Investment Trusts and Kemper Securities,
Inc.
2. See Note 6 to the accompanying financial statements of the Trust regarding
the change in Trustee.
<PAGE>
Report of Independent Auditors
Unitholders
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
We have audited the accompanying statement of assets and liabilities of EVEREN
Defined Funds Indiana Growth Securities Trust Series 1996, including the
schedule of investments, as of May 31, 1997, and the related statements of
operations and changes in net assets for the period from June 24, 1996 (Date of
Deposit) to May 31, 1997. These financial statements are the responsibility of
the Trust's sponsor. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of investments owned as of May 31, 1997, by correspondence
with the custodial bank. 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 that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EVEREN Defined Funds Indiana
Growth Securities Trust Series 1996 at May 31, 1997, and the results of its
operations and changes in its net assets for the period indicated above in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Kansas City, Missouri
September 16, 1997
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Statement of Assets and Liabilities
May 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Securities, at value (cost $2,402,466) $3,297,168
Organizational costs 10,193
Dividends receivable 6,267
Cash 4,005
---------
Total assets 3,317,633
Liabilities and net assets
Accrued liabilities 273
Net assets, applicable to 255,720 Units outstanding:
Cost of Trust assets $2,402,466
Unrealized appreciation 894,702
Distributable funds 20,192
--------- ---------
Net assets $3,317,360
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Statement of Operations
<TABLE>
<CAPTION>
Period from
June 25,
1996 to
May 31,
1997
<S> <C>
---------
Investment income - dividends $45,667
Expenses:
Trustee's fees and related expenses 2,512
Evaluator's fees 956
Amortization of organizational expenses 2,548
---------
Total expenses 6,016
---------
Net investment income 39,651
Unrealized appreciation on investments during the period 894,702
---------
Net increase in net assets resulting from operations $934,353
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Period from
June 25,
1996 to
May 31,
1997
<S> <C>
. ---------
Operations:
Net investment income $39,651
Unrealized appreciation on investments during the period 894,702
---------
Net increase in net assets resulting from operations 934,353
Distributions to Unitholders:
Net investment income (18,727)
Capital transactions:
Issuance of Units 2,401,743
Redemption of Units (9)
---------
Total increase in net assets 3,317,360
Net assets:
At the beginning of the period -
---------
End of the period (including distributable funds applicable
to Trust Units of $20,192 at May 31, 1997) $3,317,360
=========
Trust Units outstanding at the end of the period 255,720
=========
Net asset value per Unit at the end of the period $12.973
=========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Schedule of Investments
May 31, 1997
<TABLE>
<CAPTION>
Number of
Name of Issuer of Equity Securities Shares Value
<S> <C> <C>
- --------------------- --- ---
American States Financial Corporation 5,941 $229,471
Amoco Corporation 1,737 155,462
Ball Corporation 4,613 134,930
Bindley Western Industries, Inc. 7,411 163,042
Biomet, Inc. 9,029 169,294
Brightpoint, Inc. 8,828 273,668
Central Newspapers, Inc. 3,474 210,611
Conseco, Inc. 6,486 259,440
Cummins Engine Company, Inc. 3,103 197,816
Duke Realty Investments, Inc. 4,223 161,002
Eli Lilly & Company 1,964 183,143
First Indiana Corporation 6,610 135,505
Great Lakes Chemical Corporation 2,023 98,874
Guidant Corporation 2,586 201,062
Hillenbrand Industries, Inc. 3,512 165,942
Lilly Industries, Inc. 8,126 170,646
Lincoln National Corporation 2,702 164,484
Union Acceptance Corporation 8,319 73,831
Wabash National Corporation 6,732 148,945
---------
$3,297,168
=========
</TABLE>
[FN]
See accompanying notes to financial statements
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Notes to Financial Statements
1. Significant Accounting Policies
Trust Sponsor and Evaluator
From the Trust's date of deposit through November 26, 1996, the Trust's sponsor
and evaluator was EVEREN Unit Investment Trusts (EVEREN). On that date, Zurich
Kemper Investments, Inc. acquired EVEREN and assigned substantially all of its
unit investment trust business to Ranson & Associates, Inc., which will serve as
the Trust's sponsor and evaluator.
Valuation of Securities
As of the date of the financial statements and during the Trust's primary
offering period, Equity Securities are stated at ask prices as determined by the
Bank of New York. At the end of the primary period (July 24, 1997) and
thereafter, the Equity Securities are stated at closing bid prices as determined
by the Bank of New York. If there are no appropriate prices available from a
national securities exchange, then the prices will be determined as follows: (a)
current prices for comparable securities, (b) appraisal of the value of the
Stocks in good faith, or (c) by any combination of the above.
Cost of Securities
Cost of the Trust's Equity Securities is based on the offer prices of the
Securities on the dates of deposit of such Securities acquired during the
primary sales period as determined by the Evaluator. Realized gain (loss) from
investment transactions is reported on a first-in, first-out basis.
Investment Income
Dividends are recorded on the ex-dividend date.
2. Unrealized Appreciation and Depreciation
Following is an analysis of net unrealized appreciation at May 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Gross unrealized appreciation $970,793
Gross unrealized depreciation (76,091)
----------
Net unrealized appreciation $894,702
=========
</TABLE>
3. Federal Income Taxes
The Trust is not an association taxable as a corporation for federal income tax
purposes. Each Unitholder is considered to be the owner of a pro rata portion
of the Trust under Subpart E, Subchapter J of Chapter 1 of the Internal Revenue
Code of 1986, as amended. Accordingly, no provision has been made for federal
income taxes.
<PAGE>
EVEREN Defined Funds
Indiana Growth Securities Trust
Series 1996
Notes to Financial Statements (continued)
4. Other Information
Cost to Investors
The cost to initial investors of Units of the Trust was based on the aggregate
value of the Equity Securities in the Trust valued at the closing prices on the
offer side of the market on the business day prior to the Date of Deposit, plus
or minus a pro rata share of any distributable funds, plus a sales charge of
4.90% (5.152% of the net amount invested). The Public Offering Price for
secondary market transactions is based on the aggregate market value of the
Securities valued at the closing ask prices, plus or minus a pro rata share of
any distributable funds, plus a sales charge of 4.90% (equivalent to 5.152% of
the net amount invested).
The sponsor intends to permit officers, directors and employees of the sponsor
and its affiliates and, in the discretion of the sponsor, registered
representatives of selling firms to purchase Units of the Trust without a sales
charge.
Distributions
Distributions of net investment income to Unitholders are declared and paid
semiannually. Income distributions per Unit, on a record date basis, are $.074
for the period ending May 31, 1997.
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated September 16, 1997, in this Post-Effective
Amendment to the Registration Statement (Form S-6) and related Prospectus of
EVEREN Defined Funds Indiana Growth Securities Trust Series 1996 dated September
30, 1997.
Ernst & Young LLP
Kansas City, Missouri
September 30, 1997
<PAGE>
Contents of Post-Effective Amendment
To Registration Statement
This Post-Effective amendment to the Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Accountants
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933,
The Registrant, EVEREN Unit Investment Trusts, Series 49,
certifies that it meets all of the requirements for effectiveness
of this registration statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wichita,
and State of Kansas, on the 19th day of September, 1997.
EVEREN Unit Investment Trusts,
Series 49
Registrant
By: Ranson & Associates, Inc.
Depositor
By: Robin Pinkerton
President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below on September 19, 1997 by the following persons, who
constitute a majority of the Board of Directors of Ranson &
Associates, Inc.
Signature Title
Douglas K. Rogers Executive Vice and President and Director
Douglas K. Rogers
Alex R. Meitzner Chairman of the Board and Director
Alex R. Meitzner
Robin K. Pinkerton President, Secretary, Treasurer and
Robin K. Pinkerton Director
Robin Pinkerton
An executed copy of each of the related powers of attorney
was filed with the Securities and Exchange Commission in
connection with the Registration Statement on Form S-6 of The
Kansas Tax-Exempt Trust, Series 51 (File No. 33-46376) and
Series 52 (File No. 33-47687) and the same are hereby
incorporated herein by this reference.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM EVEREN INDIANA GROWTH AND TREASURY SECURITIES TRUST
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<SERIES>
<NUMBER> 01
<NAME> EVEREN INDIANA GROWTH AND TREASURY SECURITIES TRUST
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> May-31-1997
<PERIOD-END> May-31-1997
<INVESTMENTS-AT-COST> 763,838
<INVESTMENTS-AT-VALUE> 913,026
<RECEIVABLES> 918
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 10,193
<TOTAL-ASSETS> 924,137
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,601
<TOTAL-LIABILITIES> 8,601
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 766,348
<SHARES-COMMON-STOCK> 82,500
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,510
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 149,188
<NET-ASSETS> 915,536
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,512
<OTHER-INCOME> 0
<EXPENSES-NET> 3,905
<NET-INVESTMENT-INCOME> 2,607
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 149,188
<NET-CHANGE-FROM-OPS> 151,795
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (71,363)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM EVEREN INDIANA GROWTH SECURITIES TRUST
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<SERIES>
<NUMBER> 02
<NAME> EVEREN INDIANA GROWTH SECURITIES TRUST
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> May-31-1997
<PERIOD-END> May-31-1997
<INVESTMENTS-AT-COST> 2,402,466
<INVESTMENTS-AT-VALUE> 3,297,168
<RECEIVABLES> 6,267
<ASSETS-OTHER> 10,193
<OTHER-ITEMS-ASSETS> 4,005
<TOTAL-ASSETS> 3,317,633
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 273
<TOTAL-LIABILITIES> 273
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,422,658
<SHARES-COMMON-STOCK> 255,720
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 20,192
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 894,702
<NET-ASSETS> 3,317,360
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 45,667
<OTHER-INCOME> 0
<EXPENSES-NET> 6,016
<NET-INVESTMENT-INCOME> 39,651
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 894,702
<NET-CHANGE-FROM-OPS> 934,353
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (18,727)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 692,468
<ACCUMULATED-NII-PRIOR> 0
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</TABLE>
