===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
----------------------
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON
FORM S-6
----------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
B. NAME OF DEPOSITOR:
RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
250 North Rock Road, Suite 150
Wichita, Kansas 67206-2241
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
ALEX R. MEITZNER MARK J. KNEEDY
Ranson & Associates, Inc. Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206-2241 Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE AND AMOUNT
OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series 55 An indefinite number of Units of Indefinite Not Applicable
Beneficial Interest pursuant to
Rule 24f-2 under the Investment
Company Act of 1940
</TABLE>
E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
_
|X| Check box if it is proposed that this filing will become effective at
2:00 P.M. on March 6, 1997 pursuant to paragraph (b) of Rule 487.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
------------------------
CROSS-REFERENCE SHEET
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C>
1. (a)Name of trust................... ) Prospectus front cover
(b)Title of securities issued...... ) Essential Information
2. Name and address of each depositor. ) Administration of the Trusts
3. Name and address of trustee........ ) Administration of the Trusts
4. Name and address of principal
underwriters...................... ) *
5. State of organization of trust..... ) The Fund
6. Execution and termination of trust ) The Fund;
agreement......................... ) Administration of the Trusts
7. Changes of name.................... ) The Fund
8. Fiscal year........................ ) *
9. Litigation......................... ) *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a)Registered or bearer securities. ) Unitholders
(b)Cumulative or distributive
securities........................ ) The Fund
(c)Redemption...................... ) Redemption
(d)Conversion, transfer, etc....... ) Unitholders;
) Market for Units
(e)Periodic payment plan........... ) *
(f)Voting rights................... ) Unitholders
(g)Notice of certificateholders.... ) Investment Supervision;
) Administration of the Trusts;
) Unitholders
(h)Consents required............... ) Unitholders;
) Administration of the Trusts
(i)Other provisions................ ) Federal Tax Status
11. Type of securities comprising ) The Fund; The Trust Portfolios;
units............................. ) Portfolios
12. Certain information regarding peri-
odic payment certificates......... ) *
13. (a) Load, fees, expenses, etc...... ) Essential Information; Public
) Offering of Units;
) Expenses of the Trusts
(b)Certain information regarding
periodic payment certifi-
cates....................... ) *
(c)Certain percentages........... ) Essential Information; Public Offering
) of Units
(d)Certain other fees, etc. pay-
able by holders............. ) Unitholders
(e)Certain profits receivable by
depositor, principal under-
writers, trustee or affili- ) Expenses of the
ated persons................ ) Trusts; Public Offering of Units
(f)Ratio of annual charges to in-
come........................ ) *
14. Issuance of trust's securities... ) The Fund; Unitholders
</TABLE>
- - --------
* Inapplicable, answer negative or not required.
-ii-
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
15. Receipt and handling of payments ) *
from purchasers.................
16. Acquisition and disposition of ) The Fund; The Trust Portfolios;
underlying securities........... ) Investment Supervision;
) Market for Units
17. Withdrawal or redemption......... ) Redemption;
) Public Offering of Units
18. (a)Receipt, custody and disposi-
tion of income.............. ) Unitholders
(b)Reinvestment of distributions. ) Unitholders
(c)Reserves or special funds..... ) Expenses of the Trusts
(d)Schedule of distributions..... ) *
19. Records, accounts and reports.... ) Unitholders; Redemption;
) Administration of the Trusts
20. Certain miscellaneous provisions
of trust agreement
(a)Amendment..................... ) Administration of the Trusts
(b)Termination................... ) Administration of the Trusts
(c)and (d) Trustee, removal and )
successor................... ) Administration of the Trusts
(e)and (f) Depositor, removal and )
successor................... ) Administration of the Trusts
21. Loans to security holders........ ) *
22. Limitations on liability......... ) Administration of the Trusts
23. Bonding arrangements............. ) *
24. Other material provisions of
trust agreement................. ) *
III. ORGANIZATION, PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor........ ) Administration of the Trusts
26. Fees received by depositor....... ) See Items 13(a) and 13(e)
27. Business of depositor............ ) Administration of the Trusts
28. Certain information as to offi-
cials and affiliated persons of
depositor....................... ) Administration of the Trusts
29. Voting securities of depos-
itor...................... ) Administration of the Trusts
30. Persons controlling deposi-
tor....................... ) Administration of the Trusts
31. Payment by depositor for
certain services rendered
to trust.................. ) *
32. Payment by depositor for
certain other services
rendered to trust......... ) *
33. Remuneration of employees
of depositor for certain
services rendered to
trust..................... ) *
34. Remuneration of other per-
sons for certain services
rendered to trust......... ) *
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's se- ) Public Offering of Units
curities by states........
36. Suspension of sales of
trust's securities........ ) *
37. Revocation of authority to
distribute................ ) *
38. (a)Method of distribution.. ) Public Offering of Units;
(b)Underwriting agreements. ) Market for Units;
(c)Selling agreements...... ) Public Offering of Units
39. (a)Organization of princi-
pal underwriters.......... ) Administration of the Trusts
(b)N.A.S.D. membership of
principal underwriters.... )
40. Certain fees received by
principal underwriters.... ) See Items 13(a) and 13(e)
</TABLE>
- - --------
* Inapplicable, answer negative or not required.
-iii-
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
41. (a)Business of principal
underwriters.............. ) Administration of the Trusts
(b)Branch offices of prin-
cipal underwriters........ ) *
(c)Salesmen of principal
underwriters.............. ) *
42. Ownership of trust's secu-
rities by certain persons. ) *
43. Certain brokerage commis-
sions received by princi-
pal underwriters.......... ) Public Offering of Units
44. (a)Method of valuation..... ) Public Offering of Units
(b)Schedule as to offering
price..................... ) *
(c)Variation in offering
price to certain persons.. ) Public Offering of Units
45. Suspension of redemption
rights.................... ) Redemption
46. (a)Redemption valuation.... ) Redemption;
) Market for Units;
) Public Offering of Units
(b)Schedule as to redemp-
tion price................ ) *
47. Maintenance of position in ) Market for Units;
underlying securities..... ) Public Offering of Units;
) Redemption
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation
of trustee................ ) Administration of the Trusts
49. Fees and expenses of trust- ) Expenses of the Trusts
ee........................
50. Trustee's lien............. ) Expenses of the Trusts
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of trust's ) Cover Page;
securities.................. ) Expenses of the Trusts
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying se- ) The Fund;
curities..................... ) Investment Supervision
(b) Transactions involving elimi-
nation of underlying securi- ) The Fund;
ties......................... ) Investment Supervision
(c) Policy regarding substitution
or elimination of underlying
securities................... ) Investment Supervision
(d) Fundamental policy not other-
wise covered................. ) *
53. Tax status of Trust.............. ) Essential Information;
) Portfolios;
) Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last
ten years........................ ) *
55.
56. Certain information regarding pe-
riodic payment certificates..... ) *
57.
58.
59. Financial statements (Instruction
1(c) to Form S-6)............... ) *
</TABLE>
- - --------
* Inapplicable, answer negative or not required.
-iv-
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
Nasdaq-100 Index Trust, Series 2 (a "Trust" or the "Nasdaq-100 Trust") was
formed with the investment objective of obtaining capital appreciation
through investment in a portfolio of equity securities of the companies which
comprise the Nasdaq-100 Index. By investing in substantially all of the
common stocks, in substantially the same proportions, which comprise the
Nasdaq-100 Index, the Trust seeks to produce investment results that
generally correspond to the price and yield performance of the equity
securities represented by the Nasdaq-100 Index over the term of the Trust.
See "The Trust Portfolios." The Trust is not sponsored, endorsed or promoted
by or affiliated with The Nasdaq Stock Market, Inc. or the National
Association of Securities Dealers, Inc. There is, of course, no assurance
that the Trust will achieve its objective.
S&P 500 Index Trust, Series 2 (a "Trust" or the "S&P 500 Trust") was formed
with the investment objective of obtaining capital appreciation through
investment in a portfolio of equity securities of companies which comprise
the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index").
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the S&P 500 Index, the Trust seeks to
produce investment results that generally correspond to the price and yield
performance of the equity securities represented by the S&P 500 Index over
the term of the Trust. See "The Trust Portfolios." The Trust is not
sponsored by or affiliated with Standard and Poor's. There is no assurance
that the Trust will achieve its objective.
Units of the Trusts are not deposits or obligations of, or guaranteed by, any
bank and the Units are not federally insured or otherwise protected by the
Federal Deposit Insurance Corporation and involve investment risk including
loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The investor is advised to read and retain this Prospectus
for future reference.
THE DATE OF THIS PROSPECTUS IS MARCH 6, 1997.
<PAGE>
SUMMARY
THE TRUST. Nasdaq-100 Index Trust, Series 2 and S&P 500 Index Trust, Series
2 (the "Trusts") are each separate unit investment trusts included in Ranson
Unit Investment Trusts, Series 55 (the "Fund"), 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
common stocks issued by companies selected in accordance with the selection
and weightings of stocks established by the related stock index.* The
initial deposit of Securities (including contracts) into each Trust will
consist of at least 100 shares of each of the stocks which comprise the
related stock index. Thereafter, the Sponsor intends to create and maintain
a Trust portfolio which duplicates, to the extent practicable, the weightings
of stocks which comprise the related stock index. During the initial deposit
period of each Trust the Sponsor will continue to deposit Securities
(contracts for the purchase thereof), or cash with instructions to purchase
such Securities, until at the end of such period such Trust comprises
substantially all of the stocks in the related stock index, in substantially
the same weightings as in such index (the "Initial Adjustment Period"). The
Sponsor estimates that the Initial Adjustment Period will last no longer than
30 days following the Initial Date of Deposit and could last as little as one
day. For the criteria used by the Sponsor in selecting the Securities, see
"The Trust Portfolios-Securities Selection." The value of all portfolio
Securities and, therefore, the value of the Units will fluctuate in value
depending on the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers and the prices of
equity securities in general and the Securities in particular. Capital
appreciation is, of course, dependent upon several factors including, among
other factors, the financial condition of the issuers of the Securities (see
"The Trust Portfolios").
The Nasdaq-100 Trust was formed with the investment objective of obtaining
capital appreciation over the life of such Trust through investment in a
portfolio of equity securities of substantially all of the companies which
comprise the Nasdaq-100 Index. The S&P 500 Trust was formed with the
investment objective of obtaining capital appreciation over the life of such
Trust through investment in a portfolio of equity securities of substantially
all of the companies which comprise the S&P 500 Index. An indexing strategy
attempts to track the performance of a specific market index. As part of an
overall investment strategy, indexing may provide additional growth potential
in an otherwise conservative portfolio and blend as a companion investment to
hedge an aggressive equity strategy. There can be no assurance that a
Trust's objective will be met because it may be impracticable for the Trust
to duplicate or maintain precisely the relative weightings of the common
stocks which comprise the related stock index or to purchase all of such
stocks. Additionally, an investment in Units of the Trusts includes payment
of sales charges, fees and expenses which are not considered in the total
return of the related stock index.
Additional Units of each Trust may be issued at any time by depositing in
such Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash with
instructions to purchase additional Securities. As additional Units are
issued by a Trust as a result of the deposit of additional Securities, the
aggregate value of the Securities in such Trust will be increased and the
fractional undivided interest in such Trust represented by each Unit will be
decreased. The Sponsor may continue to make additional deposits of
Securities into a Trust from time to time following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
- ----------------
* "Nasdaq(R)", "Nasdaq-100(R)" and "Nasdaq-100 Index(R)" are registered marks
of The Nasdaq Stock Market, Inc. and are licensed for use by the Sponsor.
"S&P(R)", "Standard & Poor's(R)", "S&P 500" and "Standard & Poor's 500" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for
use by the Sponsor.
2
<PAGE>
maintain, as closely as practicable, the proportionate relationship among
each Security in the related stock index. Thus, although additional Units
will be issued, each Unit will continue to represent approximately the same
weighting of the then current components of the related stock index. Precise
duplication of the relationship among the Securities in a Trust may not be
achieved because it may be economically impracticable as a result of certain
economic factors or procedural policies of a Trust. If the Sponsor deposits
cash, existing and new investors may experience a dilution of their
investments and a reduction in their anticipated income because of
fluctuations in the prices of the Securities between the time of the cash
deposit and the purchase of the Securities and because each Trust will pay
the associated brokerage fees. To minimize this effect, each Trust will
attempt to purchase the Securities as close to the Evaluation Time or as
close to the evaluation prices as possible. See "The Trust Funds."
Each Unit of a Trust initially offered represents that undivided interest in
such Trust indicated under "Essential Information" (as may be adjusted
pursuant to footnote 1 thereto). To the extent that any Units are redeemed
by the Trustee or additional Units are issued as a result of additional
Securities being deposited by the Sponsor, the fractional undivided interest
in a Trust represented by each unredeemed Unit will increase or decrease
accordingly, although the actual interest in such 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
during the initial offering period is based on the aggregate underlying value
of the Securities in such Trust, plus or minus a pro rata portion of the
cash, if any, in the Income and Capital Accounts held or owned by such Trust,
plus a sales charge of 4.9% of the Public Offering Price (equivalent to
5.152% of the net amount invested). The secondary market Public Offering
Price will be equal to the aggregate underlying value of the Securities in
each Trust, plus or minus a pro rata portion of the cash, if any, in the
Income and Capital Accounts held or owned by such Trust, plus the sales
charge indicated under "Public Offering of Units-Public Offering Price." The
sales charge is reduced on a graduated scale for certain sales. The minimum
purchase for each Trust is $1,000.
DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by a Trust
will be distributed quarterly and any funds in the Capital Account will be
distributed annually. See "Unitholders-Distributions to Unitholders."
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 Trust without a sales charge. In addition, all
Unitholders may elect to have such distributions automatically reinvested
into shares of any Zurich Kemper Investments, Inc. front-end load mutual fund
(other than those funds sold with a contingent deferred sales charge)
registered in such Unitholder's state of residence at net asset value. Such
distributions will be reinvested without charge to the participant on each
applicable Distribution Date. See "Unitholders-Distribution Reinvestment." A
current prospectus for the reinvestment fund selected, if any, will be
furnished to any investor who desires additional information with respect to
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 current underlying value of the Securities in the
Trusts. 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
3
<PAGE>
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."
TERMINATION. No later than the date specified under the Mandatory
Termination Date in "Essential Information," Securities will begin to be sold
in connection with the termination of the Trusts and it is expected that all
Securities in the Trusts will be sold within a reasonable amount of time
after the Mandatory Termination Date. The Sponsor will determine the manner,
timing and execution of the sale of the underlying Securities. At
termination, Unitholders will receive a cash distribution within a reasonable
time after a Trust is terminated. See "Unitholders-Distributions to
Unitholders" and "Administration of the Trusts-Amendment and Termination."
RISK FACTORS. An investment in a Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market. Additionally, it is anticipated that the identity and
weighting of the stocks in each stock index will change from time to time and
the adverse financial condition of a company will not result directly in its
elimination from the portfolio unless the company is removed from the related
stock index. For risk considerations related to the Trusts, see "Risk
Factors."
NASDAQ-100(R) INDEX LICENSING AGREEMENT
The Sponsor has entered into a license agreement with The Nasdaq Stock
Market, Inc. (the "License Agreement"), under which the Nasdaq-100 Trust
(through the Sponsor) is granted licenses to use the trademark and tradenames
"Nasdaq," "Nasdaq-100," and "Nasdaq-100 Index" solely in materials relating
to the creation and issuance, marketing and promotion of such Trust and in
accordance with any applicable federal and state securities law to indicate
the source of the Nasdaq-100 Index as a basis for determining the
composition of such Trust's portfolio. As consideration for the grant of the
license, the Nasdaq-100 Trust will pay to The Nasdaq Stock Market, Inc. an
annual fee equal to that amount described under "Expenses of the Trusts." If
the Nasdaq-100 Index ceases to be compiled or made available or the
anticipated correlation between Nasdaq-100 Trust and the Nasdaq-100 Index is
not maintained, the Sponsor may direct that such Trust continue to be
operated using the Nasdaq-100 Index as it existed on the last date on which
it was available or may direct that the Trust Agreement be terminated (see
"Administration of the Trusts-Amendment and Termination").
Neither the Nasdaq-100 Trust nor the Unitholders are entitled to any rights
whatsoever under the foregoing licensing arrangements or to use any of the
covered trademarks or to use the Nasdaq-100 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The Nasdaq-100 Trust is not sponsored, endorsed, sold or promoted by The
Nasdaq Stock Market, Inc. (including its affiliates) (the "Corporations").
The Corporations have not passed on the legality or suitability of, or the
accuracy or adequacy of descriptions and disclosures relating to, the Trust
or Units of the Nasdaq-100 Trust. The Corporations make no representation or
warranty, express or implied to the owners of Units of the Nasdaq-100 Trust
or any member of the public regarding the advisability of investing in
securities generally or in Units of such Trust particularly or the ability of
the Nasdaq-100 Index to track general stock market performance. The
Corporations' only relationship to the Sponsor ("Licensee") and the Nasdaq-
100 Trust is in the licensing of certain trademarks, service marks, and trade
names of the Corporations and the use of the Nasdaq-100 Index which is
determined, composed and calculated by Nasdaq without regard to the Licensee,
4
<PAGE>
the Nasdaq-100 Trust or Unitholders of such Trust. Nasdaq has no obligation
to take the needs of the Licensee or the owners of the Trust into
consideration in determining, composing or calculating the Nasdaq-100 Index.
The Corporations are not responsible for and have not participated in the
determination of the timing of, prices at, or quantities of the Units of the
Nasdaq-100 Trust to be issued or in the determination or calculation of the
equation by which the Units of such Trust are to be converted into cash. The
Corporations have no liability in connection with the administration or
operations of the Nasdaq-100 Trust, marketing or trading of Units of such
Trust.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY LICENSEE, OWNERS OF UNITS OF THE NASDAQ-100 TRUST, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED
THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
THE CORPORATIONS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
5
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
<TABLE>
ESSENTIAL INFORMATION
AS OF MARCH 5, 1997*
SPONSOR, SUPERVISOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
NASDAQ-100 TRUST LICENSOR: THE NASDAQ STOCK MARKET, INC.
S&P 500 TRUST LICENSOR: STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC.
<CAPTION>
Nasdaq-10 S&P 500
Trust Trust
--------------- ----------------
<S> <C> <C>
Number of Units (1) 39,400 262,731
Fractional Undivided Interest Per Unit (1) 1/39,400 1/262,731
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ 394,003.68 $ 2,627,313.35
Aggregate Value of Securities per Unit $ 9.51 $ 9.51
Plus Sales Charge of 4.9% (5.152% of net amount invested) $ .49 $ .49
Public Offering Price Per Unit (3) $ 10.000 $ 10.000
Redemption Price Per Unit and Sponsor's Initial Repurchase
Price Per Unit $ 9.51 $ 9.51
Excess of Public Offering Price Per Unit over Redemption
Price Per Unit and over Sponsor's Initial Repurchase Price
Per Unit $ .49 $ .49
Estimated Annual Organizational Expense per Unit (4) $ .0140 $ .0140
Minimum Value of a Trust under which Trust Agreement
may be Terminated 40% of aggregate value of Securities at deposit
Liquidation Period May 1, 2003 through May 31, 2003
Mandatory Termination Date April 30, 2003
Supervisor's Annual Surveillance Fee Maximum of $.000951 per Unit
Evaluator's Annual Evaluation Fee Maximum of $.0029 per Unit
Trustee's Annual Fee $.0086 per Unit
Evaluation Time 3:15 p.m. Central Time
Record and Computation Dates (5) FIRST day of January, April, July and October
Distribution Dates (5) FIFTEENTH day of January, April, July and October
</TABLE>
* The business day prior to the Initial Date of Deposit
- -----------------------
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of each Trust may be adjusted so that the aggregate value of
Securities per Unit will equal approximately $10. Therefore, to the
extent of any such adjustment the fractional undivided interest per Unit
will increase or decrease from the amounts indicated above.
6
<PAGE>
(2) Each Security is valued at the closing sale price on a national
securities exchange or the Nasdaq National Market.
(3) On the Initial Date of Deposit there will be no accumulated dividends in
the Income Account. Anyone ordering Units after such date will pay his
pro rata share of any accumulated dividends in such Income Account.
(4) Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
audit of the portfolio and the initial fees and expenses of the Trustee
but not including the expenses incurred in the preparation and printing
of brochures and other advertising materials and any other selling
expenses) as is common for mutual funds. It is intended this total
organizational expenses will be amortized over a five year period or the
life of each Trust if less than five years. See "Expenses of the Trusts"
and "Statements of Condition." Historically, the sponsors of unit
investment trusts have paid all the costs of establishing such trusts.
(5) Distributions from the Capital Account and capital gains distributions,
if any, will normally be made in December, as required.
7
<PAGE>
THE TRUST FUNDS
Ranson Unit Investment Trusts, Series 55 (the "Fund") includes separate
underlying unit investment trusts designated as Nasdaq-100 Index Trust,
Series 2 and S&P 500 Index Trust, Series 2 (the "Trusts"). The Fund was
created under the laws of the State of New York pursuant to a trust indenture
(the "Trust Agreement") dated the date of this prospectus (the "Initial Date
of Deposit") between Ranson & Associates, Inc. (the "Sponsor") and The Bank
of New York (the "Trustee").*
The Nasdaq-100 Trust contains common stocks issued by substantially all of
the companies which comprise the Nasdaq-100 Index. The S&P 500 Trust
contains common stocks issued by substantially all of the companies which
comprise the S&P 500 Index. As used herein, the term "Securities" means the
common stocks (including contracts for the purchase thereof) initially
deposited in each Trust and described in the related portfolio and any
additional common stocks acquired and held by each Trust pursuant to the
provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in the Trusts.
This initial deposit into each Trust consisted of at least 100 shares of each
of the stocks which comprise the related stock index. During the Initial
Adjustment Period, the Sponsor intends to create and maintain a Trust
portfolio which duplicates, to the extent practicable, the weightings of
stocks which comprise the related stock index. The Sponsor anticipates that
within the Initial Adjustment Period, each Trust will comprise the stocks in
the related stock index in substantially the same weightings as in such
index. In connection with any deposit of Securities, purchase and sale
transactions will be effected in accordance with computer program output
showing which Securities are under- or over-represented in each Trust
portfolio. Neither the Sponsor nor the Trustee will exercise any investment
discretion in connection with such transactions. Precise duplication of the
relationship among the Securities in the related stock index may not be
achieved because it may be economically impracticable or impossible to
acquire very small numbers of shares of certain stocks and because of other
procedural policies of the Trusts, but correlation between the performance of
the related stock index and each Trust portfolio is expected to be between
.97 and .99.
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the related stock index, each Trust seeks to
produce investment results that generally correspond to the price and yield
performance of the equity securities represented by such index over the term
of such Trust. Due to various factors discussed below, there can be no
assurance that this objective will be met. An investment in Units of a Trust
should be made with an understanding that each Trust includes payments of
sales charges, fees and expenses which may not be considered in public
statements of the total return of the related stock index.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities in a Trust, contracts to purchase additional Securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
Securities or cash (including a letter of credit) with instructions to
purchase additional Securities, maintaining, as closely as practicable the
same proportionate relationship among the Securities in the portfolio as
reflected in the related stock index. Thus, although additional Units will
be issued, each Unit of a Trust will continue to represent approximately a
weighting of the then current components of the related stock index at any
such deposit. Precise duplication of the relationship among the Securities
- --------------------
* Reference is made to the Trust Agreement and any statement contained herein
is qualified in its entirety by the provisions of the Trust Agreement.
8
<PAGE>
in a Trust may not be achieved because it may be economically impracticable
as a result of certain economic factors and procedural policies of a Trust
such as (1) price movements of the various Securities will not duplicate one
another, (2) the Sponsor's current intention is to purchase shares of the
Securities in round lot quantities only, (3) reinvestment of excess proceeds
not needed to meet redemptions of Units may not be sufficient to acquire
equal round lots of all the Securities in a Trust and (4) reinvestment of
proceeds received from Securities which are no longer components of the
related stock index might not result in the purchase of an equal number of
shares in any replacement Security. If the Sponsor deposits cash, existing
and new investors may experience a dilution of their investments and a
reduction in their anticipated income because of fluctuations in the prices
of the Securities between the time of the cash deposit and the purchase of
the Securities and because each Trust will pay the associated brokerage fees.
To minimize this effect, each Trust will attempt to purchase the Securities
as close to the Evaluation Time or as close to the evaluation prices as
possible.
Each Trust consists of (a) the Securities listed under the related
"Portfolio" 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 of such Trust. Neither the Sponsor nor the Trustee shall be
liable in any way for any failure in any of the Securities. However, should
any contract for the purchase of any of the Securities initially deposited
hereunder fail, the Sponsor will, unless substantially all of the moneys held
in a 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 each Trust
set forth under "Essential Information."
THE TRUST PORTFOLIOS
Each Trust portfolio will consist of as many of the Nasdaq-100 or S&P 500
Index stocks as is feasible in order to achieve the respective Trust's
objective of attempting to provide investment results that duplicate
substantially the total return of the Nasdaq-100 or S&P 500 Index. Following
the Initial Adjustment Period, each Trust is expected to be invested in no
less than 95% of the stocks comprising the related index. Although it may be
impracticable for a Trust to own certain of such stocks at any time, the
Sponsor expects to maintain a correlation between the performance of each
Trust portfolio and that of the related index of between .97 and .99.
Adjustments to a Trust portfolio will be made on an ongoing basis in
accordance with the computer program output to match the weightings of the
Securities as closely as is feasible with their weightings in the related
index as such Trust invests in new Securities in connection with the creation
of additional Units, as companies are dropped from or added to such index or
as Securities are sold to meet redemptions. These adjustments will be made
on the business day following the relevant transaction in accordance with
computer program output showing which of the Securities are under- or over-
represented in a Trust portfolio. Adjustments may also be made from time to
time to maintain the appropriate correlation between a Trust and the related
index. The proceeds from any sale will be invested in those Securities which
the computer program indicates are most under-represented in the related
portfolio. See "Investment Supervision."
9
<PAGE>
Due to changes in the composition of the Nasdaq-100 Index and the S&P 500
Index, adjustments to a Trust portfolio may be made from time to time. It is
anticipated that most of such changes in the Nasdaq-100 Index and the S&P 500
Index will occur as a result of merger or acquisition activity. In such
cases, a Trust, as a shareholder of an issuer which is the object of such
merger or acquisition activity, will presumably receive various offers from
potential acquirers of the issuer. The Trustee is not permitted to accept
any such offers until such time as the issuer has been removed from the
related index. Since, in most cases, an issuer is removed from an index only
after the consummation of a merger or acquisition, it is anticipated that the
Trusts will generally acquire, in exchange for the stock of the deleted
issuer, the consideration that is being offered to shareholders of that
issuer who have not tendered their shares prior to that time. Any cash
received as consideration in such transactions will be reinvested in the most
under-represented Securities as determined by the computer program output.
Any securities received as consideration which are not included in the
related index will be sold as soon as practicable and will also be reinvested
in the most under-represented Securities as determined by the computer
program output.
In attempting to duplicate the proportionate relationships represented by
each index, the Sponsor does not anticipate purchasing or selling stock in
quantities of less than round lots (100 shares). In addition, certain
Securities may not be available in the quantities specified by the computer
program. For these reasons, among others, precise duplication of the
proportionate relationships in the related index may not be possible but will
continue to be the goal of each Trust in connection with acquisitions or
dispositions of Securities. See "Investment Supervision." As the holder of
the Securities, the Trustee will have the right to vote all of the voting
stocks in a Trust portfolio and will vote such stocks in accordance with the
instructions of the Sponsor.
Investors should note that the Trusts are not sponsored, endorsed or promoted
by or affiliated with either The Nasdaq Stock Market, Inc. or Standard &
Poor's and The Nasdaq Stock Market, Inc. and Standard & Poor's make no
representation, express or implied, to the Trusts or Unitholders regarding
the advisability of investing in an index investment or unit investment
trusts generally or in the Trusts specifically or the ability of the indexes
to track general stock market performance.
Although there can be no assurance that such Securities will appreciate in
value over the life of a Trust, over time stock investments have generally
out-performed most other asset classes. However, it should be remembered
that common stocks carry greater risks, including the risk that the value of
an investment can decrease (see "Risk Factors-Certain Investment
Considerations"), and past performance is no guarantee of future results.
THE NASDAQ-100 INDEX
The Nasdaq-100 Index is composed of 100 of the largest non-financial Nasdaq
National Market common stocks. Nasdaq, which represents the fastest growing
stock market in the U.S., is also one of the first fully electronic stock
markets in the world. This modern-day securities market began operations in
1971 and today lists more companies than any other market in the U.S. The
Nasdaq-100 Index is limited to one issue per company. At the time of
inclusion in the Nasdaq-100 Index, index securities must have a minimum
market value of at least $500 million. Only domestic issues are included.
In the event a security is deleted from the Nasdaq-100 Index, the largest
non-financial issue not then in the Nasdaq-100 Index which meets the
applicable criteria will be substituted. The Nasdaq Stock Market, Inc. has
established procedures for, and controls over, substitutions of securities
10
<PAGE>
and may periodically, at its discretion, make changes in component stocks so
that the Index will more accurately reflect the overall composition of the
non-financial sector of The Nasdaq Stock Market. Each security in the
Nasdaq-100 Index is represented by its market capitalization in relation to
the total market value of the Nasdaq-100 Index. Companies are selected using
criteria that includes company trading volume, company visibility, continuity
of the components in the Nasdaq-100 Index, and a good mix of industries
represented on The Nasdaq Stock Market. Chicago Board Options Exchange, the
largest options exchange in the world, began trading Nasdaq-100 Index options
on February 7, 1994. As of January 31, 1997, the Nasdaq-100 Index was
comprised of the following industry sectors: Electronic Technology (36.35%),
Technology Services (29.93%), Industrial Services (20.83%),
Telecommunications (8.36%), Health Technology (3.79%) and Transportation
(0.74%). As used herein Electronic Technology describes companies that
manufacture computer chips and other computer hardware (such as Intel
Corporation, Cisco Systems, Inc. and Apple Computer, Inc.), whereas
Technology Services describes publishers of computer software and operating
systems (such as Microsoft Corporation and Oracle Corporation).
The table below illustrates the characteristics of the average company
included in the Nasdaq-100 Index as of the end of 1996. It is important to
note that, unless provided otherwise, the data included in the table
encompasses average data, not the total data of all companies in the Nasdaq-
100 Index and is not intended to describe or predict the financial data,
returns or characteristics of any company included or to be included in the
Nasdaq-100 Index.
<TABLE>
<CAPTION>
FINANCIAL CHARACTERISTICS (MILLIONS) TRADING CHARACTERISTICS
<S> <C> <C> <C>
Total Assets $ 2,011,900,000 Share Price $ 38.83
Total Assets $ 2,267.3 Share Price $ 44.27
Shareholders' Equity $ 992.2 Number of Market Makers 27.8
Total Revenues $ 2,326.6 1996 Total Share Volume (millions)b 35,279.1
Net Income $ 158.3 Total Percent Block Volumeb 36.0%
Shares Outstanding 135.8 Total Percent of Shares Held by
Market Value of Shares Outstanding $ 6,011.2 Institutionsc 61.6%
P/E Ratio for Total Indexa,b 38.0
</TABLE>
- ----------------------------
(a) Total market value divided by total earnings
(b) These figures represent total data for all index companies.
(c) Through September 30, 1996.
11
<PAGE>
The following table depicts the Year-End Index Value for the Nasdaq-100 Index
from inception (February 1, 1985) through December 31, 1996. The formula
used in calculating the Nasdaq-100 Index Level is described below. The table
uses data that is adjusted to reflect that the Nasdaq-100 Index level was
halved on January 3, 1994, and does not reflect reinvestment of dividends.
Investors should note that the figures below represent past performance of
the Nasdaq-100 Index and not the future performance of the Nasdaq-100 Index
or the Nasdaq-100 Trust (which includes certain fees and expenses). Past
performance is, of course, no guarantee of future results.
<TABLE>
<CAPTION>
YEAR-END ANNUAL RETURN
INDEX (EXCLUDING
YEAR VALUE DIVIDENDS)
- ---------------------------- --------- --------------
<S> <C> <C>
February 1, 1985 125.00 -
1985 132.30 5.84%
1986 141.41 6.89%
1987 156.25 10.50%
1988 177.41 13.54%
1989 223.84 26.17%
1990 200.53 (10.41)%
1991 330.86 64.99%
1992 360.19 8.86%
1993 398.28 10.58%
1994 404.27 1.50%
1995 576.23 42.54%
1996 821.36 42.54%
Total Return Since Inception 557.09%
</TABLE>
Because the Nasdaq-100 Trust is sold to the public at net asset value plus
the applicable sales charge, and the expenses of such Trust are deducted
before making distributions to Unitholders, investment in such Trust would
have resulted in investment performance to Unitholders somewhat reduced from
that reflected in the above table.
The Nasdaq-100 Index is market value weighted. The representation of each
security in the Nasdaq-100 Index is proportional to its last sale price times
the total number of shares outstanding, in relation to the total market value
of the Nasdaq-100 Index. The level of the Nasdaq-100 Index is calculated as
follows:
Nasdaq-100 Index Level = Current Market Value X 125
--------------------
Adjusted Base Period
Market Value
Adjusted Base Period = Current Market Value X Previous Base
After Adjustments Period Market Value
--------------------
Current Market Value
Before Adjustments
The numeric value level of the Nasdaq-100 Index was established at 250 prior
to the opening of the market on February 1, 1985. The Nasdaq-100 Index value
was halved at the end of 1993. The level of the Nasdaq-100 Index will only
12
<PAGE>
change as a result of the price changes occurring between the opening and
closing of the market. Adjustments for securities being added to or deleted
from the Nasdaq-100 Index, or capitalization changes of adjustments, will
take place during the system maintenance process which occurs after the
market has closed. These adjustments will result in value changes to the
current market value and adjusted base period market value, but will not in
and of themselves alter the level of the Nasdaq-100 Index.
The Nasdaq-100 Index is also adjusted to account for stock splits and stock
dividends during the system maintenance process. The system makes a price
adjustment, however, to account for the increased number of shares
outstanding from such an action with the result being that the current market
value does not change.
In case of cash dividends other than extraordinary dividends, no system
adjustment is made. The Nasdaq-100 Index formula relies on market forces to
determine the level of the Nasdaq-100 Index. Neither the current market
value nor the adjusted base period market value are adjusted to reflect
ordinary cash dividends. At its discretion, The Nasdaq Stock Market, Inc.
may temporarily suspend Nasdaq-100 Index securities from the calculation of
the Nasdaq-100 Index or adjust the Nasdaq-100 Index divisor in those
instances where an unusual cash dividend or spin-off might unduly influence
the level of the Nasdaq-100 Index. The Nasdaq Stock Market, Inc.
disseminates calculations of the Nasdaq-100 Index via Level 2 and Level 3
Nasdaq service and makes the Index calculation available to information
vendors and the print media.
THE S&P 500 INDEX
The S&P 500 Index is composed of 500 selected common stocks, most of which
are listed on the New York Stock Exchange. This well-known index, originally
consisting of 233 stocks in 1923, was expanded to 500 stocks in 1957 and was
restructured in 1976 to a composite consisting of industrial, utility,
financial and transportation market sectors. It contains a variety of
companies with diverse capitalization, market-value weighted to represent the
overall market. The index represents over 70% of U.S. stock market
capitalization. The index is often used as a benchmark of general market
activity and is currently one of the U.S. Commerce Department's leading
economic indicators. As of January 31, 1997, the S&P 500 Index was comprised
of the following industry sectors: industrials (76.4%), Utilities (8.0%),
Financials (13.2%) and Transportation (2.4%). As of January 31, 1997, the
companies in the S&P 500 index were listed on the following stock exchanges
in the amounts indicated: New York Stock Exchange-460 companies (92%), Nasdaq
National Market-34 companies (7%) and American Stock Exchange-6 companies
(1%). Additionally, the S&P 500 Index represents approximately 74% of the
aggregate market value of common stocks traded on the New York Stock
Exchange. At present, the mean market capitalization of the companies in the
S&P 500 Index is approximately $12.0 billion. As of January 31, 1997, the
S&P 500 Index had a total market value of $6.017 trillion.
13
<PAGE>
The following table depicts the Year-End Index Value for the S&P 500 Index
for the period shown. Investors should note that the table represents past
performance of the S&P 500 Index and not the past or future performance of
the S&P 500 Trust (which includes certain fees and expenses). Past
performance is, of course, no guarantee of future results. Stock prices
fluctuated widely during the period and were higher at the end than at the
beginning. The results shown should not be considered as a representation of
the income yield or capital gain or loss which may be generated by the S&P
500 Index in the future.
<TABLE>
<CAPTION>
Year-End
Index Value
Year-End Change in Average Dividends
Year-End Index Value Index Yield Reinvested
Year Index Value* 1960=100 For Year For Year* 1960=100**
- -------------------------- ------------ ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
1960 58.11 100.00 - % 3.47% 100.00
1961 71.55 123.13 23.13 2.98 126.79
1962 63.10 108.59 -11.81 3.37 115.71
1963 75.02 129.10 18.89 3.17 141.93
1964 84.75 145.84 12.97 3.01 165.09
1965 92.43 159.06 9.06 3.00 185.48
1966 80.33 138.24 -13.09 3.40 165.11
1967 96.47 166.01 20.09 3.20 204.54
1968 103.86 178.73 7.66 3.07 227.00
1969 92.06 158.42 -11.36 3.24 207.89
1970 92.15 158.58 0.10 3.83 216.06
1971 102.09 110.79 10.79 3.33 247.52
1972 118.05 128.11 15.63 3.09 294.30
1973 97.55 105.86 -17.37 2.86 250.83
1974 68.56 74.40 -29.72 3.69 184.64
1975 90.19 97.87 31.55 5.37 253.25
1976 107.46 116.61 19.15 4.49 312.94
1977 95.10 103.20 -11.50 4.35 289.72
1978 96.11 104.30 1.06 5.33 308.20
1979 107.94 117.14 12.31 5.88 364.29
1980 135.76 147.33 25.77 5.74 481.86
1981 122.55 132.99 - 9.73 4.88 457.72
1982 140.64 152.62 14.76 5.61 555.84
1983 164.93 178.98 17.27 5.04 680.24
1984 167.24 181.49 1.40 4.49 721.73
1985 211.28 229.28 26.33 4.72 949.59
1986 242.17 262.80 14.62 3.92 1,125.83
1987 247.08 278.97 2.03 3.64 1,183.25
1988 277.72 301.38 12.40 3.79 1,379.78
1989 353.40 383.51 27.25 3.98 1,617.04
1990 330.22 358.35 - 6.56 3.42 1,760.71
1991 417.09 452.62 26.31 3.70 2,297.20
1992 435.71 749.79 4.46 2.97 2,472.25
1993 466.45 802.70 7.06 2.78 2,721.45
1994 459.27 790.53 - 1.54 2.42 2,757.25
1995 615.93 1,060.18 34.11 2.24 3,780.58
1996 740.74 1,274.97 20.26 1.90 4,632.91
</TABLE>
- ---------------------
* Source: Standard & Poor's. The Year-End Index Value for 1959 was $59.89.
Yields are obtained by dividing the aggregate cash dividends by the
aggregate market value of the stocks in the index at the beginning of the
period, assuming no reinvestment of dividends.
** Assumes that cash distributions on the securities which comprise the S&P
500 Index are treated as reinvested in the S&P 500 Index as of the end of
each month following the payment of the dividend. Because the S&P 500
Trust is sold to the public at net asset value plus the applicable sales
14
<PAGE>
charge and the expenses of such Trust are deducted before making
distributions to Unitholders, investment in such Trust would have resulted
in investment performance to Unitholders somewhat reduced from that
reflected in the above table. In addition certain Unitholders may not
elect to purchase additional Units pursuant to the S&P 500 Trust's
reinvestment plan, and to that extent cash distributions representing
dividends on the index stocks may not be reinvested in other index stocks.
The weightings of stocks in the S&P 500 Index are primarily based on each
stock's relative total market value; that is, its market price per share
times the number of shares outstanding. The S&P 500 Index currently
represents over 70% of the total market capitalization of stocks traded in
the United States. Stocks are generally selected for the portfolio in the
order of their weightings in the S&P 500 Index, beginning with the heaviest-
weighted stocks. It is anticipated that at the end of the Initial Adjustment
Period, the percentage of the S&P 500 Trust's assets invested in each stock
will be approximately the same as the percentage it represents in the S&P 500
Index.
The S&P 500 Trust has entered into a license agreement with Standard & Poor's
(the "License Agreement"), under which such Trust is granted licenses to use
the trademark and tradename "S&P 500" and other trademarks and tradenames, to
the extent the Sponsor deems appropriate and desirable under federal and
state securities laws to indicate the source of the index as a basis for
determining the composition of such Trust's portfolio. As consideration for
the grant of the license, the S&P 500 Trust will pay to Standard & Poor's an
annual fee equal to .02% of the average net asset value of such Trust (or, if
greater, $10,000). The License Agreement permits the S&P 500 Trust to
substitute another index for the S&P 500 Index in the event that Standard &
Poor's ceases to compile and publish that index. In addition, if the index
ceases to be compiled or made available or the anticipated correlation
between the S&P 500 Trust and the index is not maintained, the Sponsor may
direct that such Trust continue to be operated using the S&P 500 Index as it
existed on the last date on which it was available or may direct that the
Trust Agreement be terminated (see "Administration of the Trusts-Amendment
and Termination").
Neither the S&P 500 Trust nor the Unitholders are entitled to any rights
whatsoever under the foregoing licensing arrangements or to use any of the
covered trademarks or to use the S&P 500 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The S&P 500 Trust is not sponsored, endorsed, sold or promoted by Standard &
Poor's ("S&P"). S&P makes no representation or warranty, express or implied,
to the owners of such Trust or any member of the public regarding the
advisability of investing in securities generally or in such Trust
particularly or the ability of the S&P 500 Index to track general stock
market performance. S&P's only relationship to the Licensee is the licensing
of certain trademarks and trade names of S&P and of the S&P 500 Index which
is determined, composed and calculated by S&P without regard to the Licensee
or the S&P 500 Trust. S&P has no obligation to take the needs of the
Licensee or the owners of the S&P 500 Trust into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not
responsible for and has not participated in the determination of the prices
and amount of the S&P 500 Trust or the timing of the issuance or sale of such
Trust or in the determination or calculation of the equation by which such
Trust is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the S&P 500
Trust.
S&P does not guarantee the accuracy and/or the completeness of the S&P 500
Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express
or implied, as to results to be obtained by the Sponsor, the S&P 500 Trust,
any person or any entity from the use of the S&P 500 Index or any data
included therein. S&P makes no express or implied warranties, and expressly
disclaims all warranties of merchantability or fitness for a particular
15
<PAGE>
purpose or use, with respect to the S&P 500 Index or any data included
therein. Without limiting any of the foregoing, in no event shall S&P have
any liability for any special, punitive, indirect, or consequential damages
(including lost profits), even if notified of the possibility of such
damages. "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &
Poor's 500", and "500" are trademarks of The McGraw-Hill Companies, Inc.
and have been licensed for use by the S&P 500 Trust. The S&P 500 Trust is
not sponsored, endorsed, sold or promoted by Standard & Poor's and
Standard & Poor's makes no representation regarding the advisability
of investing in such Trust.
RISK FACTORS
General. An investment in Units of a Trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including the risk that the financial condition of issuers of the Securities
may become impaired or that the general condition of the stock market may
worsen (both of which may contribute directly to a decrease in the value of
the Securities and thus, in the value of the Units) or the risk that holders
of common stock have a right to receive payments from the issuers of those
stocks that is generally inferior to that of creditors of, or holders of debt
obligations issued by, the issuers and that the rights of holders of common
stock generally rank inferior to the rights of holders of preferred stock.
Common stocks are especially susceptible to general stock market movements
and to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or
banking crises.
Because the Nasdaq-100 Index generally includes a concentration of technology
and technology-related companies, an investment in Units of the Nasdaq-100
Trust should be made with an understanding of the characteristics of the
technology industry and the risks which such an investment may entail.
Technology companies generally include companies involved in the development,
design, manufacture and sale of computers, computer related equipment,
computer networks, communications systems, telecommunications products,
semiconductors, electronic products, and other related products, systems and
services. The market for technology products is characterized by rapidly
changing technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Securities depends in substantial part on the
timely and successful introduction of new products. An unexpected change in
one or more of the technologies affecting an issuer's products or in the
market for products based on a particular technology could have a material
adverse affect on an issuer's operating results. Furthermore, there can be
no assurance that the issuers of the Securities will be able to respond
timely to compete in the rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of technology
common stocks to fluctuate substantially. In addition, technology company
stocks have experienced extreme price and volume fluctuations that often have
been unrelated to the operating performance of such companies. This market
volatility may adversely affect the market price of the Securities and
therefore the ability of a Unitholder to redeem Units at a price equal to or
greater than the original price paid for such Units.
16
<PAGE>
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the
future suppliers will be able to meet the demand for components in a timely
and cost effective manner. Accordingly, an issuer's operating results and
customer relationships could be adversely affected by either an increase in
price for, or an interruption or reduction in supply of, any key components.
Additionally, many technology issuers are characterized by a highly
concentrated customer base consisting of a limited number of large customers
who may require product vendors to comply with rigorous industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies are
often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from other
customers. Similarly, the success of certain technology companies is tied to
a relatively small concentration of products or technologies. Accordingly, a
decline in demand of such products, technologies or from such customers could
have a material adverse impact on issuers of the Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that
the steps taken by the issuers of the Securities to protect their proprietary
rights will be adequate to prevent misappropriation of their technology or
that competitors will not independently develop technologies that are
substantially equivalent or superior to such issuers' technology.
Certain issuers of the Securities may derive a significant amount of business
in foreign markets. Many countries, especially emerging market countries,
have regulatory requirements that differ from U.S. requirements and are
characterized by less developed and more volatile economies. International
sales and operations are subject to certain risks, including unexpected
changes in regulatory environments, exchange rates, tariffs and other
barriers, political and economic instability and potentially adverse tax
consequences. All of these factors could have a material adverse impact on
the financial condition of certain issuers.
Certain Investment Considerations. Holders of common stock incur more risk
than the holders of preferred stocks and debt obligations because common
stockholders, as owners of the entity, have generally inferior rights to
receive payments from the issuer in comparison with the rights of creditors
of, or holders of debt obligations or preferred stock issued by the issuer.
Holders of common stock of the type held by the Trusts 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
17
<PAGE>
bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, will be subject
to market fluctuations prior thereto), common stocks have neither a fixed
principal amount nor a maturity and have values which are subject to market
fluctuations for as long as the stocks remain outstanding. The value of the
Securities in the portfolios thus may be expected to fluctuate over the
entire life of a Trust to values higher or lower than those prevailing on the
Initial Date of Deposit.
Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-
counter market. As a result, the existence of a liquid trading market for
the Securities may depend on whether dealers will make a market in the
Securities. There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, a Trust is
restricted under the Investment Company Act of 1940 from selling Securities
to the Sponsor. The price at which the Securities may be sold to meet
redemptions and the value of a Trust will be adversely affected if trading
markets for the Securities are limited or absent.
The Trust Agreement authorizes the Sponsor to increase the size of a Trust
and the number of Units thereof by the deposit of additional Securities, or
cash (including a letter of credit) with instructions to purchase additional
Securities, in such Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors
may experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because a Trust will pay the associated brokerage fees. To minimize this
effect, the Trusts will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.
Litigation and Legislation. From time to time Congress considers proposals
to reduce the rate of the dividends-received deduction. Enactment into law
of a proposal to reduce the rate would adversely affect the after-tax return
to investors who can take advantage of the deduction. Unitholders are urged
to consult their own tax advisers. Further, at any time after the Initial
Date of Deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted with respect to the Securities in 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 the Trust or will
not impair the ability of issuers to achieve their business goals.
FEDERAL TAX STATUS
Each Trust has elected and intends to qualify on a continuing basis for
special federal income tax treatment as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended (the "Code"). If a Trust
so qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i. e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to
the extent a Trust timely distributes to Unitholders at least 98% of its
taxable income (including any net capital gain), it will not be subject to
the 4% excise tax on certain undistributed income of "regulated investment
companies." Because the Trusts intend to timely distribute its taxable
income (including any net capital gain), it is anticipated that the Trusts
will not be subject to federal income tax or the excise tax. Although all or
a portion of a Trust's taxable income (including any net capital gain) for
the taxable year may be distributed to Unitholders shortly after the end of
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<PAGE>
the calendar year, such a distribution will be treated for federal income tax
purposes as having been received by Unitholders during the calendar year just
ended.
Distributions to Unitholders of a Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the
extent that distributions to a Unitholder in any year exceed a Trust's
current and accumulated earnings and profits, they will be treated as a
return of capital and will reduce the Unitholder's basis in his Units and, to
the extent that they exceed his basis, will be treated as a gain from the
sale of his Units as discussed below.
Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by such Trust will be taxable to Unitholders as long-
term capital gain, regardless of the length of time the Units have been held
by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial
institution. For taxpayers other than corporations, net capital gains are
presently subject to a maximum stated marginal tax rate of 28%. However, it
should be noted that legislative proposals are introduced from time to time
that affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed. A capital loss is long-term if the asset
is held for more than one year and short-term if held for one year or less.
If a Unitholder holds Units for six months or less and subsequently sells
such Units at a loss, the loss will be treated as a long-term capital loss to
the extent that any long-term capital gain distribution is made with respect
to such Units during the six-month period or less that the Unitholder owns
the Units.
The Revenue Reconciliation Act of 1993 (the "Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Act, the Act includes
a provision that recharacterizes capital gains as ordinary income in the case
of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders
and prospective investors should consult with their tax advisers regarding
the potential effect of this provision on their investment in Units.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may qualify for the 70% dividends-
received deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable
to dividends received by a Trust from United States corporations (other than
real estate investment trusts) and is designated by such Trust as being
eligible for such deduction. To the extent dividends received by a Trust are
attributable to foreign corporations, a corporation that owns Units will not
be entitled to the dividends-received deduction with respect to its pro rata
portion of such dividends, since the dividends-received deduction is
generally available only with respect to dividends paid by domestic
corporations. Each Trust will provide each Unitholder with information
annually concerning what part of Trust distributions are eligible for the
dividends-received deduction.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by a Trust so long as the Units
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<PAGE>
are held by or for 500 or more persons at all times during the taxable year
or another exception is met. In the event the Units are held by fewer than
500 persons, additional taxable income may be realized by the individual (and
other noncorporate) Unitholders in excess of the distributions received by a
Trust.
Distributions reinvested into additional Units of a Trust will be taxed to a
Unitholder in the manner described above (i. e., as ordinary income, long-
term capital gain or as a return of capital).
Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee and to certify that the Unitholder has
not been notified that payments to the Unitholder are subject to back- up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by a Trust to
such Unitholder (including amounts received upon the redemption of Units)
will be subject to back-up withholding. Distributions by a Trust will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax
advisers.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. The foregoing discussion
relates only to the federal income tax status of the Trusts and to the tax
treatment of distributions by the Trusts to United States Unitholders.
Distributions by a Trust will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident alien
individuals, foreign corporations or other non-United States persons. Such
persons should consult their tax advisers. Units in a Trust and Trust
distributions may also be subject to state and local taxation and Unitholders
should consult their own tax advisers in this regard.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the
Trusts are offered at the Public Offering Price (which is based on the
aggregate underlying value of the Securities in a Trust and includes a sales
charge of 4.9% 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 a Trust. In the secondary market, Units
are offered at the Public Offering Price (which is based on the aggregate
underlying value of the Securities in a Trust and includes a sales charge of
4.9% 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 a Trust. Such underlying value shall also include the
proportionate share of any undistributed cash held in the Capital Account of
the related Trust.
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The sales charge per Unit of a Trust in both the primary and secondary market
will be reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF NET
NUMBER OF UNITS* OFFERING PRICE AMOUNT INVESTED
- ----------------- -------------- ---------------
<S> <C> <C>
Less than 10,000 4.9% 5.152%
10,000-24,999 4.5 4.712
25,000-49,999 4.3 4.493
50,000-99,999 3.5 3.627
100,000 or more 3.0 3.093
</TABLE>
- -----------------
* The breakpoint sales charges are also applied on a dollar basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor.
An investor may aggregate purchases of Units of the Trusts for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trusts by the
same person on any one day from any one dealer. Additionally, Units
purchased in the name of the spouse of a purchaser or in the name of a child
of such purchaser under 21 years of age will be deemed, for purposes of
calculating the applicable sales charge, to be additional purchases by the
purchaser. The reduced sales charges will also be applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.
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"
below) by officers, directors and employees of the Sponsor and its affiliates
and registered representatives of selling firms and by investors who purchase
Units through registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or
provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed.
Unitholders of any series of the Trusts or any series of Defined Growth
Strategy 5 and Defined Growth Strategy 10 may utilize their redemption or
termination proceeds to purchase Units of the Trusts subject to a reduced
sales charge of 3% of the Public Offering Price (3.093% of the net amount
invested).
Unitholders of unaffiliated unit investment trusts having an investment
strategy similar to the investment strategy of the Trusts may utilize
proceeds received upon termination or upon redemption immediately preceding
termination of such unaffiliated trust to purchase Units of the Trusts
subject to a reduced sales charge of 3% of the Public Offering Price (3.093%
of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by
the number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. 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 a Trust prepared
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<PAGE>
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 the Evaluation Time on days the New York
Stock Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be
effective for all orders received at or prior to the close of trading on the
New York Stock Exchange on each such day. Orders received by the Trustee,
Sponsor or any dealer for purchases, sales or redemptions after that time, or
on a day when the New York Stock Exchange is closed, will be held until the
next determination of price.
The value of the Securities is determined on each business day by the
Evaluator based on the closing sale prices on a national securities exchange
or The Nasdaq National Market or by taking into account the same factors
referred to under "Redemption-Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of
the 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.
The Sponsor intends to qualify Units of the Trusts for sale in a number of
states. Units will be sold through 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 are
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 Sponsor reserves the right to change the discounts set forth
below from time to time. In addition to such discounts, the Sponsor may,
from time to time, pay or allow an additional discount, in the form of cash
or other compensation, to dealers employing registered representatives who
sell, during a specified time period, a minimum dollar amount of Units of the
Trusts and other unit investment trusts underwritten by the Sponsor. At
various times the Sponsor may implement programs under which the sales force
of a broker or dealer may be eligible to win nominal awards for certain sales
efforts, or under which the Sponsor will reallow to any such broker or dealer
that sponsors sales contests or recognition programs conforming to criteria
established by the Sponsor, or participates in sales programs sponsored by
the Sponsor, an amount not exceeding the total applicable sales charges on
the sales generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to time pursuant
to objective criteria established by the Sponsor pay fees to qualifying
brokers or dealers for certain services or activities which are primarily
intended to result in sales of Units of the Trusts. Such payments are made
by the Sponsor out of its own assets, and not out of the
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<PAGE>
assets of the Trust. These programs will not change the price Unitholders
pay for their Units or the amount that a Trust will receive from the Units
sold. The difference between the discount and the sales charge will be
retained by the Sponsor.
<TABLE>
<CAPTION>
PRIMARY MARKET
FIRM SALES OR SALE
REGULAR ARRANGEMENTS
CONCESSION OR (VOLUME CONCESSIONS IN
AGENCY $1,000$)**
NUMBER OF UNITS* COMMISSION $500-$999 $1,000 OR MORE
- ---------------------------- ------------- ---------- --------------
<S> <C> <C> <C>
Less than 10,000 3.60% 3.80% 4.00%
10,000 but less than 25,000 3.30 3.50 3.60
25,000 but less than 50,000 3.20 3.40 3.50
50,000 but less than 100,000 2.50 2.60 2.70
100,000 or more 2.00 2.10 2.20
</TABLE>
- -----------------------------
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
** Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor during the initial one month
period after the Initial Date of Deposit by firms who reach cumulative
firm sales arrangement levels of at least $500,000. After a firm has met
the minimum $500,000 volume level, volume concessions may be given on all
trades originated from or by that firm, including those placed prior to
reaching the $500,000 level, and may continue to be given during the
entire initial offering period. Firm sales of any combination of the
Trusts issued may be combined for the purposes of achieving the volume
discount. Only sales through Ranson qualify for volume discounts and
secondary purchases do not apply. Ranson & Associates reserves the right
to modify or change those parameters at any time and make the
determination of which firms qualify for the marketing allowance and the
amount paid.
The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units.
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units of each Trust as stated
under "Public Offering Price." In addition, the Sponsor may realize a profit
(or sustain a loss) as of the Initial Date of Deposit resulting from the
difference between the purchase prices of the Securities to the Sponsor and
the cost of such Securities to each Trust, which is based on the evaluation
of the Securities on the Initial Date of Deposit. Thereafter, on subsequent
deposits the Sponsor may realize profits or sustain losses from such
deposits. See "Portfolios." The Sponsor 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 a Trust.
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<PAGE>
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trusts offered hereby and to continuously offer to purchase said Units at
prices, determined by the Evaluator, based on the value of the underlying
Securities. 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 a Trust if the supply of Units exceeds demand, or for
other business reasons.
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its Unit Investment Trust Division 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 $500 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.
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 a Trust, determined
as set forth below under "Computation of Redemption Price," as of the
Evaluation Time stated under "Essential Information," next following such
tender, multiplied by the number of Units being redeemed. Any Units redeemed
shall be 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
a 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
24
<PAGE>
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 a 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 such Trust. The Trustee is empowered
to sell Securities for a Trust in order to make funds available for the
redemption of Units of such Trust. Such sale may be required when Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized.
To the extent that Securities are sold, the size and 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 last sale price of the Securities in a Trust. On the
Initial Date of Deposit, the Public Offering Price per Unit (which includes
the sales charge) exceeded the value at which Units could have been redeemed
by the amount shown under "Essential Information." The Redemption Price per
Unit is the pro rata share of each Unit in a Trust determined on the basis of
(i) the cash on hand in such Trust or moneys in the process of being
collected and (ii) the value of the Securities in such Trust less (a) amounts
representing taxes or other governmental charges payable out of such Trust,
(b) any amount owing to the Trustee for its advances and (c) the accrued
expenses of such Trust. The Evaluator may determine the value of the
Securities in a Trust in the following manner: if the Security is listed on
a national securities exchange or the Nasdaq National Market, the evaluation
will generally be based on the last sale price on the exchange or Nasdaq
(unless the Evaluator deems the price inappropriate as a basis for
evaluation). If the Security is not so listed or, if so listed and the
principal market for the Security is other than on the exchange or Nasdaq,
the evaluation will generally be made by the Evaluator in good faith based on
the last bid price on the over-the-counter market (unless the Evaluator deems
such price inappropriate as a basis for evaluation) or, if a bid price is not
available, (1) on the basis of the current bid price for comparable
securities, (2) by the Evaluator's appraising the value of the Securities in
good faith at the bid side of the market or (3) by any combination thereof.
See "Public Offering of Units-Public Offering Price."
25
<PAGE>
RETIREMENT PLANS
The Trusts may be well suited for purchase by Individual Retirement Accounts,
Keogh Plans, pension funds and other qualified retirement plans. 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.
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 a Ranson UIT/IRA application and forward it along with a check
made payable to The Bank of New York. Certificates for Individual Retirement
Accounts cannot be issued.
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 the 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 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 the 15th day of January, April, July and
October of each year on a pro rata basis to Unitholders of record as of the
preceding record date (which will be the first day of the related month).
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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 a
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 if the cash balance on deposit therein
available for distribution shall be sufficient to distribute at least $1.00
per 100 Units. The Trustee is not required to pay interest on funds held in
the Capital or Income Accounts (but may itself earn interest thereon and
therefore benefits from the use of such funds). The Trustee is authorized to
reinvest any funds held in the Capital or Income Accounts, pending
distribution, in U.S. Treasury obligations which mature on or before the next
applicable distribution date. Any obligations so acquired must be held until
they mature and proceeds therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on
the following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share
of the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. A person will
become the owner of Units, and thereby a Unitholder of record, on the date of
settlement provided payment has been received. Notification to the Trustee
of the transfer of Units is the responsibility of the purchaser, but in the
normal course of business such notice is provided by the selling broker-
dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of a Trust and, to the extent funds are not sufficient therein, from
the Capital Account of such Trust amounts necessary to pay the expenses of
such 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 a Trust. Amounts so withdrawn shall not be considered
a part of a 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 a Trust such
amounts as may be necessary to cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of a Trust without a sales charge. In
addition, Unitholders may elect to have distributions of capital (including
capital gains, if any) or dividends or both automatically invested without
charge in shares of any one of several front-end load mutual funds
underwritten or advised by Zurich Kemper Investments, Inc. at net asset value
if such funds are registered in such Unitholder's state of residence, other
than those mutual funds sold with a contingent deferred sales charge. Since
the portfolio securities and investment objectives of such Zurich Kemper-
advised mutual funds generally will differ significantly from those of the
Trusts, Unitholders should carefully consider the consequences before
selecting such mutual funds for reinvestment. Detailed information with
respect to the investment objectives and the management of such mutual funds
is contained in their respective prospectuses, which can be obtained from the
Sponsor upon request. An investor should read the prospectus of the
reinvestment fund selected prior to making the election to reinvest.
Unitholders who desire to have such distributions automatically reinvested
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should inform their broker at the time of purchase or should file with the
Program Agent referred to below a written notice of election.
Unitholders who are receiving distributions in cash may elect to participate
in distribution reinvestment by filing with the Program Agent an election to
have such distributions reinvested without charge. Such election must be
received by the Program Agent at least ten days prior to the Record Date
applicable to any distribution in order to be in effect for such Record Date.
Any such election shall remain in effect until a subsequent notice is
received by the Program Agent. See "Unitholders-Distributions to
Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of
New York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish
or cause to be furnished to each Unitholder a statement of the amount of
income and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit.
The accounts of 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 such Trust. The accountants' report will
be furnished by the Trustee to any Unitholder of a 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 a Trust a statement, covering the calendar
year, setting forth for such Trust:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of such
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
such 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;
(3) The Redemption Price based on the last evaluation made during such
calendar year;
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(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 such Trust.
No Unitholder shall have the right to control the operation and management of
a Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of such Trust.
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 a 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.
As a general rule, the only purchases and sales that will be made with
respect to a Trust's portfolio will be those necessary to maintain, to the
extent feasible, a portfolio which reflects the current components of the
related stock index, taking into consideration redemptions, sales of
additional Units and the other adjustments referred to elsewhere in this
prospectus. See "Trust Portfolios." Such purchases and sales will be made in
accordance with the computer program utilized to maintain the related
portfolio, the Trust Agreement and procedures to be specified by the Sponsor.
The Sponsor may direct the Trustee to dispose of Securities and either to
acquire other Securities through the use of the proceeds of such disposition
in order to make changes in a portfolio or to distribute the proceeds of such
disposition to Unitholders (i) as necessary to reflect any additions to or
deletions from the related stock index, (ii) as may be necessary to establish
a closer correlation between a Trust portfolio and the related stock index or
(iii) as may be required for purposes of distributing to Unitholders, when
required, their pro rata share of any net realized capital gains or as the
Sponsor may otherwise determine. As a policy matter, the Sponsor currently
intends to direct the Trustee to acquire round lots of shares of the
Securities rather than odd lot amounts. Any funds not used to acquire round
lots will be held for future purchases of shares, for redemptions of Units or
for distributions to Unitholders. In the event the Trustee receives any
securities or other properties relating to the Securities (other than normal
dividends) acquired in exchange for Securities such as those acquired in
connection with a reorganization, recapitalization, merger or other
transaction, the Trustee is directed to sell such securities or other
property and reinvest the proceeds in shares of the Security for which such
securities or other property relates, or if such Security is thereafter
removed from the related stock index, in any new security which is added as a
component of such index. In addition, the Sponsor will instruct the Trustee
to dispose of certain Securities and to take such further action as may be
needed from time to time to ensure that a Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code, and as may be needed from time to time to avoid the imposition of any
excise tax on such Trust as a regulated investment company.
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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 Trust Funds" 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 such Trust tendered for
redemption and the payment of 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 Unit Investment
Trust Division 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 a Trust. Such books
and records shall be open to inspection by any Unitholder at all reasonable
times during usual business hours. The Trustee shall make such annual or
other reports as may from time to time be required under any applicable state
or federal statute, rule or regulation. 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 a Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of
resignation to all Unitholders then of record, not less than sixty days
before the date specified in such notice when such resignation is to take
effect. The Sponsor upon receiving notice of such resignation is obligated
to appoint a successor trustee promptly. If, upon such resignation, no
successor trustee has been appointed and has accepted the appointment within
thirty days after notification, the retiring Trustee may apply to a court of
competent jurisdiction for the appointment of a successor. The Sponsor may
at any time remove the Trustee, with or without cause, and appoint a
successor trustee as provided in the Trust Agreement. Notice of such removal
and appointment shall be mailed to each Unitholder by the Sponsor. Upon
execution of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the original
Trustee shall vest in the successor. The Trustee must be a corporation
organized under the laws of the United States, or any state thereof, be
authorized under such laws to exercise trust powers and have at all times an
aggregate capital, surplus and undivided profits of not less than $5,000,000.
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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 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, of 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 the 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.
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 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
a Trust may also be amended in any respect by the Sponsor and the Trustee, or
any of the provisions thereof may be waived, with the consent of the holders
of Units representing 66 2/3% of the Units then outstanding of such 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 such Trust. In no event shall the
Trust Agreement be amended to increase the number of Units of a Trust
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issuable thereunder or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in such Trust,
except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unitholders of the substance of any such amendment.
The Trust Agreement provides that a 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." If the value of a
Trust shall be less than the applicable minimum value stated under "Essential
Information" (40% of the aggregate value of the Securities-based on the value
at the date of deposit of such Securities into such Trust), the Trustee may,
in its discretion, and shall, when so directed by the Sponsor, terminate such
Trust. A Trust may be terminated at any time by the holders of Units
representing 66 2/3% of the Units thereof then outstanding. In addition, the
Sponsor may terminate a Trust if the related stock index is no longer
maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trusts. 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, the Trustee will sell any Securities remaining in a Trust
and, after paying all expenses and charges incurred by such 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 such Trust.
The Sponsor currently intends, but is not obligated, to offer for sale units
of a subsequent series of the Trusts at approximately the time of the
Mandatory Termination Date. If the Sponsor does offer such units for sale,
Unitholders may be given the opportunity to purchase such units at a public
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offering price which includes a reduced sales charge. There is, however, no
assurance that units of any new series of a Trust will be offered for sale at
that time, or if offered, that there will be sufficient units available for
sale to meet the requests of any or all Unitholders.
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 not charge the Trusts any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any,
related to the deposit of Securities in a Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000
in any single calendar year. The Trustee's fee which is calculated monthly
is based on the largest number of Units of a Trust outstanding during the
calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trusts is expected to result from the use of these funds.
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In its capacity as Supervisor, 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" 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.
For evaluation of the Securities in a Trust, the Evaluator shall receive that
fee set forth under "Essential Information", payable monthly, based upon the
largest number of Units of a Trust outstanding during the calendar year for
which such compensation relates.
The Trustee's fee, Supervisor's fee and Evaluator's fee 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.
The Nasdaq-100 Trust Licensor receives an annual fee from the Nasdaq-100
Trust equal to the greater of (a) .02% of the average net asset value of such
Trust computed quarterly or (b) a minimum of $7,000 during the first year of
such Trust's life, $8,000 during the second year of such Trust's life and
$9,000 thereafter. This fee covers the license to the Nasdaq-100 Trust of
the use of various trademarks and trade names as described under "The Nasdaq-
100 Index." This fee may be increased annually by the amount of the
increase, if any, in the Consumer Price Index for Urban Consumers, All Items,
as issued by the Bureau of Labor Statistics, U.S. Department of Labor, over
the prior twelve-month period.
The S&P 500 Trust Licensor receives an annual fee from the S&P 500 Trust
equal to the greater of .02% of the average net asset value of such Trust or
$10,000. This fee covers the license to the S&P 500 Trust of the use of
various trademarks and trade names as described under "The S&P 500 Index."
Expenses incurred in establishing each Trust, including the cost of the
initial preparation of documents relating to such 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 (out of the Capital Account) and it is intended that
such expenses be amortized over a five year period or the life of the Trust
if less than five years. The following additional charges are or may be
incurred by a 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 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 such Trust. The fees and expenses
set forth herein are payable out of a Trust and, when owing to the Trustee,
are secured by a lien on such Trust. Since the Securities are all common
stocks, and the income stream produced by dividend payments, if any, is
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unpredictable, the Sponsor cannot provide any assurance that dividends will
be sufficient to meet any or all expenses of a Trust. 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." It is expected that the income stream produced by
dividend payments will be insufficient to meet the expenses of the Nasdaq-100
Trust and, accordingly, it is expected that Securities will be sold to pay
all of the fees and expenses of such Trust.
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 CERTIFIED PUBLIC ACCOUNTANTS
The statements of condition and the related portfolios at the Initial Date of
Deposit included in this Prospectus have been audited by Grant Thornton LLP,
independent certified public accountants, as set forth in their report in the
Prospectus, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
--------------------------
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
We have audited the accompanying statements of condition and the related
portfolios of Ranson Unit Investment Trusts, Series 55, as of March 6, 1997,
The statements of condition and portfolios are the responsibility of the
Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of a letter of credit deposited to
purchase Securities by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ranson Unit Investment
Trusts, Series 55 as of March 6, 1997, In conformity with generally accepted
accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
March 6, 1997
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RANSON UNIT INVESTMENT TRUSTS, SERIES 55
STATEMENTS OF CONDITION
AT THE OPENING OF BUSINESS ON MARCH 6 , 1997, THE INITIAL DATE OF DEPOSIT
<TABLE>
<CAPTION>
TRUST PROPERTY
Nasdaq-100 S&P 500
Trust Trust
------------- -------------
<S> <C> <C>
Contracts to purchase Securities (1) (2) $ __________ $ __________
Contracts to purchase Securities (1) (2) $ 374,698 $ 2,498,575
Organizational costs (3) 36,750 36,750
Total $ 411,448 $ 2,535,325
NUMBER OF UNITS 39,400 262,731
LIABILITY AND INTEREST OF UNITHOLDERS
Liability-
Accrued organizational costs (3) $ 36,750 $ 36,750
Interest of Unitholders-
Cost to investors (4) 394,004 2,627,313
Less: Gross underwriting commission (4) 19,306 128,738
Net interest to Unitholders (1) (2) (4) 374,698 2,498,575
Total $ 411,448 $ 2,535,325
</TABLE>
- --------------------
Notes:
(1) Aggregate cost of the Securities is based on the last sale price
evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by The Bank of New York or cash
has been deposited with the Trustee covering the funds (aggregating
$2,873,273) necessary for the purchase of the Securities in the Trusts
represented by purchase contracts.
(3) Each Trust will bear all or a portion of its organizational costs, which
the Sponsor intends to defer and amortize over five years or the life of
each Trust if less than five years. Organizational costs have been
estimated based on a projected Trust size of $25,000,000. To the extent
a Trust is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
37
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
NASDAQ-100 INDEX TRUST, SERIES 2
PORTFOLIO AS OF MARCH 6, 1997
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
1 INTC Intel Corporation 100 14,950.00 18.83%
2 MSFT Microsoft Corporation 100 10,100.00 18.38%
3 MCIC MCI Communications Corp 100 3,612.50 6.05%
4 CSCO Cisco Systems Inc 100 5,687.50 5.79%
5 ORCL Oracle Systems Corporation 100 3,975.00 4.00%
6 WCOM WorldCom Inc Cl A 100 2,487.50 3.42%
7 AMGN Amgen Inc 100 6,162.50 2.51%
8 DELL Dell Computer Corporation 100 7,512.50 2.01%
9 SUNW Sun Microsystems Inc 100 2,937.50 1.65%
10 AMAT Applied Materials Inc 100 5,187.50 1.44%
11 TLAB Tellabs Inc 100 4,075.00 1.18%
12 TCOMA Tele-Communications Inc Cl A 100 1,275.00 1.15%
13 ASND Ascend Communications Inc 100 5,912.50 1.06%
14 PMTC Parametric Technology Corp 100 5,300.00 1.04%
15 RWIN Republic Industries Inc 100 3,500.00 1.00%
16 COMS 3Com Corporation 100 3,550.00 0.95%
17 HBOC HBO & Company 100 6,187.50 0.85%
18 USRX US Robotics Corporation 100 6,000.00 0.81%
19 COST Costco Companies Inc 100 2,675.00 0.79%
20 GATE Gateway 2000 Inc 100 5,987.50 0.72%
21 OXHP Oxford Health Plans Inc 100 6,050.00 0.70%
22 BMCS BMC Software Inc 100 4,600.00 0.69%
23 PSFT PeopleSoft Inc. 100 4,462.50 0.69%
24 ADPT Adaptec Inc 100 3,900.00 0.66%
25 ALTR Altera Corporation 100 4,812.50 0.64%
26 QCOM QUALCOMM Inc 100 6,262.50 0.62%
27 ADCT ADC Telecommunications Inc 100 2,925.00 0.59%
28 SPLS Staples Inc 100 2,437.50 0.58%
29 NWAC Northwest Airlines Corp Cl A 100 3,950.00 0.56%
30 ATML Atmel Corp 100 3,300.00 0.55%
31 CMCSK Comcast Corp Cl A Special 100 1,862.50 0.54%
32 XLNX Xilinx Inc 100 4,737.50 0.53%
33 ANDW Andrew Corporation 100 5,800.00 0.53%
34 BGEN Biogen Inc 100 4,687.50 0.53%
35 LLTC Linear Technology Corporation 100 4,575.00 0.53%
</TABLE>
38
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
NASDAQ-100 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
36 CHIR Chiron Corporation 100 2,012.50 0.52%
37 NOVL Novell Inc 100 962.50 0.51%
38 MXIM Maxim Integrated Products Inc 100 5,400.00 0.50%
39 PAYX Paychex Inc 100 4,550.00 0.50%
40 SIAL Sigma-Aldrich Corporation 100 3,012.50 0.47%
41 FORE FORE Systems Inc 100 3,237.50 0.46%
42 NOBE Nordstrom Inc 100 3,762.50 0.46%
43 NXTL Nextel Communications Inc Cl A 100 1,350.00 0.44%
44 STRY Stryker Corporation 100 2,887.50 0.43%
45 CPWR Compuware Corp 100 6,375.00 0.43%
46 PCAR PACCAR Inc 100 7,162.50 0.42%
47 ADBE Adobe Systems Incorporated 100 3,650.00 0.41%
48 CNTO Centocor Inc 100 3,800.00 0.40%
49 CSCC Cascade Communications Corp 100 2,825.00 0.39%
50 IFMX Informix Corp 100 1,675.00 0.39%
51 CTAS Cintas Corporation 100 5,325.00 0.39%
52 MCAF McAfee Associates Inc 100 5,537.50 0.38%
53 SBUX Starbucks Corp 100 3,250.00 0.38%
54 DIGI DSC Communications Corp 100 2,125.00 0.38%
55 GART Gartner Group Cl A 100 2,675.00 0.37%
56 QNTM Quantum Corporation 100 4,150.00 0.37%
57 TYSNA Tyson Foods Inc Cl A 100 2,050.00 0.36%
58 FORT Fort Howard Corporation 100 3,112.50 0.35%
59 PETM PETsMART Inc 100 2,225.00 0.34%
60 PHYBD PacifiCare Health Sys Cl B 100 8,667.50 0.34%
61 AGREA American Greetings Corp Cl A 100 3,100.00 0.33%
62 KLAC KLA Instruments Corporation 100 4,087.50 0.33%
63 EFII Electronics for Imaging Inc 100 4,050.00 0.32%
64 AAPL Apple Computer Inc 100 1,700.00 0.32%
65 FDLNB Food Lion Inc Cl B 100 887.50 0.32%
66 BOST Boston Chicken Inc 100 3,225.00 0.32%
67 PAIR PairGain Technologies Inc 100 3,287.50 0.32%
68 QTRN Quintiles Transnational Corp 100 6,212.50 0.31%
69 VKNG Viking Office Products Inc 100 2,362.50 0.30%
70 SNDT SunGard Data Systems Inc 100 4,700.00 0.30%
71 GENZ Genzyme Corporation 100 2,537.50 0.29%
72 MUEI Micron Electronics Inc 100 2,105.00 0.29%
</TABLE>
39
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
NASDAQ-100 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
73 APCC American Power Conversion Corp 100 1,975.00 0.29%
74 WCLX Wisconsin Central Transport 100 3,675.00 0.29%
75 WTHG Worthington Industries Inc 100 2,050.00 0.28%
76 BMET Biomet Inc 100 1,575.00 0.28%
77 MOLX Molex Inc 100 3,625.00 0.28%
78 BBBY Bed Bath & Beyond Inc 100 2,562.50 0.27%
79 FISV Fiserv Inc 100 3,900.00 0.27%
80 PHYC PhyCor Inc 100 3,150.00 0.26%
81 GNCI General Nutrition Companies 100 2,012.50 0.26%
82 MCCRK McCormick & Company Inc 100 2,487.50 0.26%
83 CBRL Cracker Barrel Old Ctry Store 100 2,750.00 0.26%
84 ERTS Electronic Arts Inc 100 3,112.50 0.25%
85 KMAG Komag Incorporated 100 3,225.00 0.25%
86 ADSK Autodesk Inc 100 3,412.50 0.24%
87 PAGE Paging Network Inc 100 1,450.00 0.23%
88 HCCC Healthcare COMPARE Corp 100 4,250.00 0.22%
89 ADTN ADTRAN Inc 100 3,550.00 0.22%
90 FAST Fastenal Company 100 3,700.00 0.22%
91 RPOW RPM Inc 100 1,762.50 0.21%
92 CEFT Concord EFS Inc 100 2,375.00 0.21%
93 IDXX IDEXX Laboratories Inc 100 3,537.50 0.20%
94 SNPS Synopsys Inc 100 3,212.50 0.20%
95 CEXP Corporate Express Inc 100 1,012.50 0.18%
96 SYBS Sybase Inc 100 1,562.50 0.18%
97 OSSI Outback Steakhouse Inc 100 2,462.50 0.18%
98 INTU Intuit Inc 100 2,250.00 0.16%
99 CRUS Cirrus Logic Inc 100 1,350.00 0.14%
100 GEMS Glenayre Technologies Inc 100 1,237.50 0.11%
-----------
$394,003.68
===========
</TABLE>
40
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2
PORTFOLIO AS OF MARCH 6, 1997
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
1 GE General Electric 100 10,367.50 2.79%
2 KO Coca Cola Co. 100 6,030.00 2.47%
3 XON Exxon Corp. 100 10,155.00 2.02%
4 INTC Intel Corp. 100 14,950.00 1.97%
5 MSFT Microsoft Corp. 100 10,092.50 1.95%
6 MRK Merck & Co. 100 9,405.00 1.86%
7 MO Philip Morris 100 13,442.50 1.83%
8 RD Royal Dutch Petroleum 100 17,817.50 1.50%
9 PG Procter & Gamble 100 12,042.50 1.35%
10 JNJ Johnson & Johnson 100 5,942.50 1.28%
11 IBM International Bus. Machines 100 14,555.00 1.23%
12 BMY Bristol-Myers Squibb 100 6,905.00 1.11%
13 DD Du Pont (E.I.) 100 11,092.50 1.03%
14 WMT Wal-Mart Stores 100 2,692.50 1.02%
15 PFE Pfizer, Inc. 100 9,380.00 0.98%
16 T AT&T Corp. 100 3,617.50 0.98%
17 HWP Hewlett-Packard 100 5,842.50 0.95%
18 AIG American Int'l. Group 100 12,317.50 0.94%
19 CCI Citicorp 100 12,217.50 0.91%
20 PEP PepsiCo Inc. 100 3,230.00 0.85%
21 DIS Walt Disney Co. 100 7,380.00 0.82%
22 LLY Lilly (Eli) & Co. 100 8,917.50 0.81%
23 MOB Mobil Corp. 100 12,955.00 0.81%
24 NB NationsBank 100 6,192.50 0.78%
25 BLS BellSouth 100 4,480.00 0.75%
26 GTE GTE Corp. 100 4,642.50 0.75%
27 FNM Fannie Mae 100 4,055.00 0.74%
28 GM General Motors 100 5,730.00 0.74%
29 ABT Abbott Labs 100 5,880.00 0.73%
30 CMB Chase Manhattan 100 10,380.00 0.73%
31 G Gillette Co. 100 8,142.50 0.73%
32 CHV Chevron Corp. 100 6,542.50 0.70%
33 AHP American Home Products 100 6,630.00 0.68%
34 AN Amoco 100 8,542.50 0.68%
35 BAC BankAmerica Corp. 100 11,692.50 0.68%
</TABLE>
41
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
36 F Ford Motor 100 3,217.50 0.64%
37 MMM Minn. Mining & Mfg. 100 9,205.00 0.63%
38 BA Boeing Company 100 10,467.50 0.60%
39 CSCO Cisco Systems 100 5,692.50 0.58%
40 AIT Ameritech 100 6,192.50 0.57%
41 LU Lucent Technologies 100 5,417.50 0.57%
42 SBC SBC Communications Inc. 100 5,717.50 0.57%
43 TRV Travelers Group Inc. 100 5,467.50 0.57%
44 MOT Motorola Inc. 100 5,780.00 0.54%
45 AXP American Express 100 6,667.50 0.51%
46 MCD McDonald's Corp. 100 4,492.50 0.50%
47 BEL Bell Atlantic 100 6,705.00 0.49%
48 EK Eastman Kodak 100 8,842.50 0.49%
49 KMB Kimberly-Clark 100 10,830.00 0.49%
50 UN Unilever N.V. 100 18,455.00 0.49%
51 COL Columbia/HCA Healthcare Corp. 100 4,317.50 0.47%
52 SGP Schering-Plough 100 7,955.00 0.47%
53 WFC Wells Fargo & Co. 100 30,930.00 0.47%
54 ALL Allstate Corp. 100 6,405.00 0.46%
55 HD Home Depot 100 5,592.50 0.44%
56 TX Texaco Inc. 100 10,205.00 0.43%
57 FTU First Union Corp. 100 9,105.00 0.42%
58 ORCL Oracle Corp. 100 3,975.00 0.42%
59 C Chrysler Corp. 100 3,117.50 0.40%
60 MCIC MCI Communications 100 3,612.50 0.40%
61 SLB Schlumberger Ltd. 100 10,605.00 0.40%
62 TWX Time Warner Inc. 100 4,342.50 0.40%
63 EMR Emerson Electric 100 10,167.50 0.37%
64 FRE Federal Home Loan Mtg. 100 3,117.50 0.37%
65 NYN Nynex 100 5,042.50 0.37%
66 WCOM WorldCom Inc. 100 2,487.50 0.37%
67 WLA Warner-Lambert 100 8,417.50 0.37%
68 BUD Anheuser-Busch 100 4,392.50 0.36%
69 CPQ COMPAQ Computer 100 8,130.00 0.36%
70 MTC Monsanto Company 100 3,780.00 0.36%
71 CPB Campbell Soup 100 9,017.50 0.35%
72 S Sears, Roebuck & Co. 100 5,567.50 0.35%
</TABLE>
42
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
73 NKE NIKE Inc. 100 7,167.50 0.34%
74 XRX Xerox Corp. 100 6,267.50 0.34%
75 ALD AlliedSignal 100 7,242.50 0.33%
76 ARC Atlantic Richfield 100 12,605.00 0.33%
77 DOW Dow Chemical 100 8,142.50 0.33%
78 JPM Morgan (J.P.) & Co. 100 10,792.50 0.33%
79 FON Sprint Corp. 100 4,505.00 0.32%
80 FCN First Chicago NBD Corp. 100 6,105.00 0.31%
81 NOB Norwest Corp. 100 5,080.00 0.31%
82 NT Northern Telecom 100 7,167.50 0.31%
83 ONE Banc One Corp. 100 4,567.50 0.31%
84 PNU Pharmacia & Upjohn, Inc. 100 3,792.50 0.31%
85 SLE Sara Lee Corp. 100 3,942.50 0.31%
86 PAC Pacific Telesis 100 4,067.50 0.29%
87 UTX United Technologies 100 7,492.50 0.29%
88 LMT Lockheed Martin Corp. 100 8,880.00 0.28%
89 USW US West Communications Group 100 3,480.00 0.28%
90 AMGN Amgen 100 6,167.50 0.27%
91 FDC First Data 100 3,667.50 0.27%
92 FLT Fleet Financial Group 100 6,242.50 0.27%
93 CA Computer Associates Intl. 100 4,392.50 0.26%
94 MER Merrill Lynch 100 9,780.00 0.26%
95 BK Bank of New York 100 4,005.00 0.25%
96 CAT Caterpillar Inc. 100 7,992.50 0.25%
97 CL Colgate-Palmolive 100 10,667.50 0.25%
98 HNZ Heinz (H.J.) 100 4,280.00 0.25%
99 MDT Medtronic Inc. 100 6,780.00 0.25%
100 TXN Texas Instruments 100 8,330.00 0.25%
101 UNP Union Pacific 100 6,217.50 0.25%
102 WMX WMX Technologies Inc. 100 3,205.00 0.25%
103 K Kellogg Co. 100 6,805.00 0.24%
104 PNC PNC Bank Corp. 100 4,330.00 0.24%
105 SO Southern Co. 100 2,167.50 0.24%
106 GRN General Re Corp. 100 17,205.00 0.23%
107 ROK Rockwell International 100 6,580.00 0.23%
108 VO Seagram Co. Ltd. 100 3,930.00 0.23%
109 ATI AirTouch Communications 100 2,705.00 0.22%
110 MD McDonnell Douglas 100 6,517.50 0.22%
</TABLE>
43
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
111 AA Aluminum Co. of America 100 7,180.00 0.21%
112 AET Aetna Inc. 100 8,630.00 0.21%
113 AUD Automatic Data Processing Inc. 100 4,367.50 0.21%
114 BAX Baxter International Inc. 100 4,755.00 0.21%
115 BNI Burlington Northern Santa Fe C 100 8,555.00 0.21%
116 CAG ConAgra Inc. 100 5,355.00 0.21%
117 DELL Dell Computer 100 7,517.50 0.21%
118 DWD Dean Witter, Discover & Co. 100 4,017.50 0.21%
119 IP International Paper 100 4,205.00 0.21%
120 VIA.B Viacom Inc. 100 3,792.50 0.21%
121 CPC CPC International 100 8,555.00 0.20%
122 JCP Penney (J.C.) 100 4,917.50 0.20%
123 KEY KeyCorp. 100 5,480.00 0.20%
124 MAY May Dept. Stores 100 4,830.00 0.20%
125 BKB Bank of Boston Corp. 100 7,705.00 0.19%
126 BSX Boston Scientific 100 6,705.00 0.19%
127 CFL CoreStates Financial 100 5,292.50 0.19%
128 CI CIGNA Corp. 100 15,167.50 0.19%
129 LTR Loews Corp. 100 10,405.00 0.19%
130 NCC National City Corp. 100 5,192.50 0.19%
131 NSC Norfolk Southern Corp. 100 9,280.00 0.19%
132 SEG Seagate Technology 100 4,755.00 0.19%
133 STI SunTrust Banks 100 5,305.00 0.19%
134 UMG US West Media Group 100 1,917.50 0.19%
135 DE Deere & Co. 100 4,305.00 0.18%
136 FBS First Bank System 100 8,080.00 0.18%
137 GCI Gannett Co. 100 8,067.50 0.18%
138 KRB MBNA Corp. 100 3,492.50 0.18%
139 P Phillips Petroleum 100 4,230.00 0.18%
140 RTN Raytheon Co. 100 4,730.00 0.18%
141 SUNW Sun Microsystems 100 2,937.50 0.18%
142 WX Westinghouse Electric 100 1,930.00 0.18%
143 ADM Archer-Daniels-Midland 100 1,830.00 0.17%
144 CB Chubb Corp. 100 6,042.50 0.17%
145 CSX CSX Corp. 100 5,092.50 0.17%
146 ENE Enron Corp. 100 4,030.00 0.17%
147 GIS General Mills 100 6,530.00 0.17%
148 ITW Illinois Tool Works 100 8,455.00 0.17%
</TABLE>
44
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
149 MEL Mellon Bank Corp. 100 8,230.00 0.17%
150 PPG PPG Industries 100 5,655.00 0.17%
151 WAG Walgreen Co. 100 4,267.50 0.17%
152 WB Wachovia Corp. 100 6,292.50 0.17%
153 ABX Barrick Gold Corp. 100 2,742.50 0.16%
154 HI Household International 100 9,955.00 0.16%
155 MS Morgan Stanley 100 6,555.00 0.16%
156 TYC Tyco International 100 5,967.50 0.16%
157 UCL Unocal Corp. 100 3,917.50 0.16%
158 UNH United HealthCare Corp. 100 5,267.50 0.16%
159 AMAT Applied Materials 100 5,187.50 0.15%
160 AMB American Brands Inc. 100 5,330.00 0.15%
161 BBI Barnett Banks Inc. 100 4,830.00 0.15%
162 CRR Conrail Inc. 100 11,305.00 0.15%
163 CU CUC International 100 2,367.50 0.15%
164 DH Dayton Hudson 100 4,142.50 0.15%
165 DUK Duke Power 100 4,455.00 0.15%
166 EIX Edison Int'l. 100 2,167.50 0.15%
167 GPS Gap (The) 100 3,380.00 0.15%
168 HON Honeywell 100 7,292.50 0.15%
169 PBI Pitney-Bowes 100 6,267.50 0.15%
170 PCG PG&E Corp. 100 2,255.00 0.15%
171 TXU Texas Utilities 100 4,005.00 0.15%
172 WY Weyerhaeuser Corp. 100 4,717.50 0.15%
173 ABS Albertson's 100 3,567.50 0.14%
174 AGC American General 100 4,305.00 0.14%
175 AMP AMP Inc. 100 3,892.50 0.14%
176 EMC EMC Corp. 100 3,630.00 0.14%
177 FITB Fifth Third Bancorp 100 8,400.00 0.14%
178 FPL FPL Group 100 4,580.00 0.14%
179 GLW Corning Inc. 100 3,805.00 0.14%
180 GT Goodyear Tire & Rubber 100 5,305.00 0.14%
181 HFS HFS Inc. 100 6,617.50 0.14%
182 HIG ITT Hartford Group, Inc. 100 7,492.50 0.14%
183 MMC Marsh & McLennan 100 11,992.50 0.14%
184 OXY Occidental Petroleum 100 2,555.00 0.14%
185 RAL Ralston-Ralston Purina Gp. 100 8,255.00 0.14%
</TABLE>
45
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
186 AEP American Electric Power 100 4,155.00 0.13%
187 AL Alcan Aluminium Ltd. 100 3,580.00 0.13%
188 APD Air Products & Chemicals 100 7,430.00 0.13%
189 AVP Avon Products 100 6,055.00 0.13%
190 BT Bankers Trust N.Y. 100 9,342.50 0.13%
191 HAL Halliburton Co. 100 6,692.50 0.13%
192 MU Micron Technology 100 4,230.00 0.13%
193 PX Praxair, Inc. 100 4,930.00 0.13%
194 TCOMA Tele-Communications. 100 1,275.00 0.13%
195 THC Tenet Healthcare Corp. 100 2,730.00 0.13%
196 TOY Toys R Us Hldg. Cos. 100 2,767.50 0.13%
197 TXT Textron Inc. 100 10,192.50 0.13%
198 AMR AMR Corp. 100 8,317.50 0.12%
199 CCK Crown Cork & Seal 100 5,455.00 0.12%
200 D Dominion Resources 100 4,030.00 0.12%
201 ED Consolidated Edison 100 3,117.50 0.12%
202 FD Federated Dept. Stores 100 3,592.50 0.12%
203 GP Georgia-Pacific 100 7,717.50 0.12%
204 MRO USX-Marathon Group 100 2,730.00 0.12%
205 TLAB Tellabs, Inc. 100 4,075.00 0.12%
206 USBC U.S. Bancorp 100 4,975.00 0.12%
207 AOC Aon Corp. 100 6,417.50 0.11%
208 ASC American Stores 100 4,455.00 0.11%
209 AT ALLTEL Corp. 100 3,505.00 0.11%
210 BFI Browning-Ferris Ind. 100 3,142.50 0.11%
211 CMA Comerica Inc. 100 6,205.00 0.11%
212 CNC Conseco Inc. 100 4,017.50 0.11%
213 FCX Freeport-McMoran Copper & Gold 100 3,305.00 0.11%
214 HSY Hershey Foods 100 4,517.50 0.11%
215 ITT ITT Corp. 100 5,705.00 0.11%
216 KR Kroger Co. 100 5,255.00 0.11%
217 MAR Marriott Int'l. 100 5,167.50 0.11%
218 MAT Mattel, Inc. 100 2,555.00 0.11%
219 PEG Public Serv. Enterprise Inc. 100 2,830.00 0.11%
220 PEL PanEnergy Corp. 100 4,330.00 0.11%
221 SRV Service Corp. International 100 2,980.00 0.11%
222 TEN Tenneco Inc. 100 3,992.50 0.11%
</TABLE>
46
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
223 TRW TRW Inc. 100 5,342.50 0.11%
224 WMB Williams Cos. 100 4,555.00 0.11%
225 WWY Wrigley (Wm) Jr. 100 6,005.00 0.11%
226 BDX Becton, Dickinson 100 4,942.50 0.10%
227 CLX Clorox Co. 100 12,005.00 0.10%
228 CMCSK Comcast Class A Special 100 1,867.50 0.10%
229 CZT Cognizant Corp. 100 3,417.50 0.10%
230 DAL Delta Air Lines 100 8,417.50 0.10%
231 ETR Entergy Corp. 100 2,692.50 0.10%
232 FDX Federal Express 100 5,442.50 0.10%
233 GWF Great Western Financial 100 4,505.00 0.10%
234 HLT Hilton Hotels 100 2,567.50 0.10%
235 HRC HEALTHSOUTH Corp. 100 4,230.00 0.10%
236 KM K mart 100 1,305.00 0.10%
237 LNC Lincoln National 100 5,717.50 0.10%
238 LOW Lowe's Cos. 100 3,780.00 0.10%
239 MII Morton International 100 4,205.00 0.10%
240 N Inco, Ltd. 100 3,567.50 0.10%
241 NWL Newell Co. 100 3,617.50 0.10%
242 PPW PacifiCorp. 100 2,067.50 0.10%
243 ROH Rohm & Haas 100 9,367.50 0.10%
244 SB Salomon Inc. 100 5,805.00 0.10%
245 SYY Sysco Corp. 100 3,442.50 0.10%
246 TA Transamerica Corp. 100 8,717.50 0.10%
247 UK Union Carbide 100 4,755.00 0.10%
248 UPR Union Pacific Resources Group 100 2,492.50 0.10%
249 BR Burlington Resources 100 4,317.50 0.09%
250 CIN CINergy Corp. 100 3,467.50 0.09%
251 COMS 3Com Corp. 100 3,550.00 0.09%
252 COST Costco Co. 100 2,680.00 0.09%
253 CPL Carolina Power & Light 100 3,730.00 0.09%
254 DI Dresser Industries 100 3,142.50 0.09%
255 DOV Dover Corp. 100 5,030.00 0.09%
256 ETN Eaton Corp. 100 7,242.50 0.09%
257 GPC Genuine Parts 100 4,705.00 0.09%
258 HOU Houston Industries 100 2,342.50 0.09%
259 IKN IKON Office Solutions 100 3,992.50 0.09%
</TABLE>
47
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
260 IR Ingersoll-Rand 100 4,755.00 0.09%
261 MAS Masco Corp. 100 3,555.00 0.09%
262 MHP McGraw-Hill 100 5,192.50 0.09%
263 PHB Pioneer Hi-Bred Int'l. 100 6,867.50 0.09%
264 PVN Providian Corp. 100 5,767.50 0.09%
265 RNB Republic New York 100 9,567.50 0.09%
266 SAFC SAFECO Corp. 100 4,000.00 0.09%
267 SPC St. Paul Cos. 100 6,855.00 0.09%
268 UNM UNUM Corp. 100 7,705.00 0.09%
269 UST UST Inc. 100 3,080.00 0.09%
270 AHC Amerada Hess 100 5,317.50 0.08%
271 AMD Advanced Micro Devices 100 3,830.00 0.08%
272 BHI Baker Hughes 100 3,767.50 0.08%
273 CBE Cooper Industries 100 4,455.00 0.08%
274 CGP Coastal Corp. 100 4,742.50 0.08%
275 CNG Consolidated Natural Gas 100 5,242.50 0.08%
276 CS Cabletron Systems 100 3,242.50 0.08%
277 CSC Computer Sciences Corp. 100 6,755.00 0.08%
278 CSR Central & South West 100 2,417.50 0.08%
279 CVS CVS Corp. 100 4,717.50 0.08%
280 DEC Digital Equipment 100 3,292.50 0.08%
281 DNY Donnelley (R.R.) & Sons 100 3,067.50 0.08%
282 FLR Fluor Corp. 100 6,167.50 0.08%
283 GDT Guidant Corp. 100 6,992.50 0.08%
284 GNT Green Tree Financial 100 3,742.50 0.08%
285 HPC Hercules, Inc. 100 4,592.50 0.08%
286 IFF International Flav/Frag 100 4,642.50 0.08%
287 LTD Limited, The 100 1,905.00 0.08%
288 MTG MGIC Investment 100 7,942.50 0.08%
289 NEM Newmont Mining 100 4,530.00 0.08%
290 OAT Quaker Oats 100 3,617.50 0.08%
291 PD Phelps Dodge 100 7,155.00 0.08%
292 PDG Placer Dome Inc. 100 2,080.00 0.08%
293 PE PECO Energy Co. 100 2,217.50 0.08%
294 RAD Rite Aid 100 4,342.50 0.08%
295 SHW Sherwin-Williams 100 5,680.00 0.08%
296 TMC Times Mirror 100 5,280.00 0.08%
</TABLE>
48
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
297 TMO Thermo Electron 100 3,517.50 0.08%
298 TRB Tribune Co. 100 3,992.50 0.08%
299 UCM Unicom Corp. 100 2,280.00 0.08%
300 WIN Winn-Dixie 100 3,217.50 0.08%
301 AHM Ahmanson (H.F.) & Co. 100 4,205.00 0.07%
302 ALT Allegheny Teledyne Inc. 100 2,605.00 0.07%
303 AVY Avery Dennison Corp. 100 4,055.00 0.07%
304 BGE Baltimore Gas & Electric 100 2,742.50 0.07%
305 CHA Champion International 100 4,392.50 0.07%
306 DJ Dow Jones & Co. 100 4,355.00 0.07%
307 DNB Dun & Bradstreet 100 2,442.50 0.07%
308 DTE DTE Energy Co. 100 2,905.00 0.07%
309 EMN Eastman Chemical 100 5,542.50 0.07%
310 GD General Dynamics 100 6,667.50 0.07%
311 GPU GPU Inc. 100 3,517.50 0.07%
312 GRA Grace (W.R.) & Co. 100 5,442.50 0.07%
313 GWW Grainger (W.W.) Inc. 100 7,992.50 0.07%
314 IPG Interpublic Group 100 5,042.50 0.07%
315 JP Jefferson-Pilot 100 5,992.50 0.07%
316 LDW.B Laidlaw Inc. 100 1,417.50 0.07%
317 LSI LSI Logic 100 3,805.00 0.07%
318 MBI MBIA Inc. 100 9,730.00 0.07%
319 NOC Northrop Grumman Corp. 100 7,342.50 0.07%
320 NUE Nucor Corp. 100 4,905.00 0.07%
321 NYT.A New York Times Cl. A. 100 4,455.00 0.07%
322 SGI Silicon Graphics 100 2,630.00 0.07%
323 TMK Torchmark Corp. 100 5,892.50 0.07%
324 VFC V.F. Corp. 100 6,955.00 0.07%
325 AZO AutoZone Inc. 100 2,617.50 0.06%
326 BAY Bay Networks 100 1,917.50 0.06%
327 BNL Beneficial Corp. 100 7,117.50 0.06%
328 CSE Case Corp. 100 5,155.00 0.06%
329 DDS Dillard Department Stores 100 3,055.00 0.06%
330 FRO Frontier Corp. 100 2,205.00 0.06%
331 GDW Golden West Financial 100 6,992.50 0.06%
332 H Harcourt General Inc. 100 4,842.50 0.06%
333 HAS Hasbro Inc. 100 4,330.00 0.06%
</TABLE>
49
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
334 HUM Humana Inc. 100 2,192.50 0.06%
335 JCI Johnson Controls 100 8,492.50 0.06%
336 KRI Knight-Ridder Inc. 100 4,005.00 0.06%
337 LUV Southwest Airlines 100 2,417.50 0.06%
338 NOVL Novell Inc. 100 962.50 0.06%
339 NSM National Semiconductor 100 3,080.00 0.06%
340 OEC Ohio Edison 100 2,230.00 0.06%
341 PPL PP & L Resources 100 2,280.00 0.06%
342 RBD Rubbermaid Inc. 100 2,392.50 0.06%
343 RLM Reynolds Metals 100 6,180.00 0.06%
344 RYC Raychem Corp. 100 8,855.00 0.06%
345 SNT Sonat Inc. 100 4,905.00 0.06%
346 SWK Stanley Works 100 3,992.50 0.06%
347 UCC Union Camp 100 4,855.00 0.06%
348 UEP Union Electric Co. 100 3,842.50 0.06%
349 WHR Whirlpool Corp. 100 5,005.00 0.06%
350 WLL Willamette Industries 100 6,230.00 0.06%
351 ACK Armstrong World 100 7,030.00 0.05%
352 ANDW Andrew Corp. 100 5,800.00 0.05%
353 BC Brunswick Corp. 100 2,880.00 0.05%
354 BDK Black & Decker Corp. 100 3,167.50 0.05%
355 BF.B Brown-Forman Corp. 100 4,492.50 0.05%
356 CC Circuit City Group 100 3,180.00 0.05%
357 CG Columbia Gas System 100 6,005.00 0.05%
358 DCN Dana Corp. 100 3,155.00 0.05%
359 EC Engelhard Corp. 100 2,205.00 0.05%
360 FTL Fruit of the Loom 100 4,167.50 0.05%
361 GIC General Instrument 100 2,430.00 0.05%
362 GLK Great Lakes Chemical 100 4,805.00 0.05%
363 HRB Block H&R 100 2,992.50 0.05%
364 HRS Harris Corp. 100 7,592.50 0.05%
365 IIN ITT Industries, Inc. 100 2,567.50 0.05%
366 JR James River 100 3,405.00 0.05%
367 KMG Kerr-McGee 100 6,380.00 0.05%
368 LIZ Liz Claiborne, Inc. 100 4,267.50 0.05%
369 MEA Mead Corp. 100 5,830.00 0.05%
370 MKG Mallinckrodt Group Inc. 100 4,205.00 0.05%
</TABLE>
50
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
371 NOBE Nordstrom 100 3,767.50 0.05%
372 NSP Northern States Power 100 4,730.00 0.05%
373 PH Parker-Hannifin 100 4,467.50 0.05%
374 PKN Perkin-Elmer 100 7,292.50 0.05%
375 SIAL Sigma-Aldrich 100 3,012.50 0.05%
376 STJ St Jude Medical 100 3,867.50 0.05%
377 TAN Tandy Corp. 100 5,342.50 0.05%
378 TIN Temple-Inland 100 5,405.00 0.05%
379 TJX TJX Companies Inc. 100 4,392.50 0.05%
380 TUP Tupperware Corp. 100 3,742.50 0.05%
381 W Westvaco Corp. 100 2,917.50 0.05%
382 WAI Western Atlas 100 6,267.50 0.05%
383 Z Woolworth Corp. 100 2,230.00 0.05%
384 AGN Allergan, Inc. 100 3,342.50 0.04%
385 AGREA American Greetings Cl A. 100 3,100.00 0.04%
386 ASH Ashland Inc. 100 4,130.00 0.04%
387 AZA ALZA Corp. Cl. A. 100 2,942.50 0.04%
388 BMS Bemis Company 100 4,167.50 0.04%
389 CEN Ceridian Corp. 100 4,067.50 0.04%
390 CYM Cyprus Amax Minerals Co. 100 2,292.50 0.04%
391 DIGI DSC Communications 100 2,125.00 0.04%
392 DLX Deluxe Corp. 100 3,180.00 0.04%
393 ECH Echlin Inc. 100 3,455.00 0.04%
394 ECL Ecolab Inc. 100 3,842.50 0.04%
395 FG USF&G Corp. 100 2,192.50 0.04%
396 FMC FMC Corp. 100 6,805.00 0.04%
397 GLD Santa Fe Pacific Gold Corp. 100 1,755.00 0.04%
398 GR Goodrich (B.F.) 100 4,155.00 0.04%
399 GSX General Signal 100 4,380.00 0.04%
400 HM Homestake Mining 100 1,555.00 0.04%
401 HPH Harnischfeger Indus 100 4,542.50 0.04%
402 LPX Louisiana Pacific 100 2,155.00 0.04%
403 MCL Moore Corp. Ltd. 100 2,205.00 0.04%
404 MYG Maytag Corp. 100 2,280.00 0.04%
405 NLC Nalco Chemical 100 3,717.50 0.04%
406 OWC Owens Corning 100 4,217.50 0.04%
407 PCAR PACCAR Inc. 100 7,162.50 0.04%
</TABLE>
51
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
408 PET Pacific Enterprises 100 3,105.00 0.04%
409 PLL Pall Corp. 100 2,117.50 0.04%
410 PZL Pennzoil Co. 100 5,717.50 0.04%
411 R Ryder System 100 3,217.50 0.04%
412 RBK Reebok International 100 5,092.50 0.04%
413 SNA Snap-On Inc. 100 4,067.50 0.04%
414 TNB Thomas & Betts 100 4,455.00 0.04%
415 USS U.S. Surgical 100 4,392.50 0.04%
416 WEN Wendy's International 100 2,130.00 0.04%
417 WH Whitman Corp. 100 2,330.00 0.04%
418 X USX-U.S. Steel Group 100 3,005.00 0.04%
419 AAPL Apple Computer 100 1,705.00 0.03%
420 ACV Alberto-Culver 100 2,942.50 0.03%
421 BCC Boise Cascade 100 3,330.00 0.03%
422 BCR Bard (C.R.) Inc. 100 2,830.00 0.03%
423 BMET Biomet, Inc. 100 1,580.00 0.03%
424 BMG Battle Mountain Gold 100 730.00 0.03%
425 BOL Bausch & Lomb 100 3,755.00 0.03%
426 CTB Cooper Tire & Rubber 100 1,980.00 0.03%
427 CUM Cummins Engine Co., Inc. 100 5,342.50 0.03%
428 FWC Foster Wheeler 100 3,817.50 0.03%
429 GAS NICOR Inc. 100 3,380.00 0.03%
430 GFS.A Giant Food Cl. A. 100 3,255.00 0.03%
431 HET Harrah's Entertainment 100 1,792.50 0.03%
432 LLX Louisiana Land & Exploration 100 4,930.00 0.03%
433 MIL Millipore Corp. 100 4,367.50 0.03%
434 MNR Manor Care 100 2,680.00 0.03%
435 MST Mercantile Stores 100 4,892.50 0.03%
436 NAE NorAm Energy Corp. 100 1,517.50 0.03%
437 NSI National Service Ind. 100 3,805.00 0.03%
438 ORX Oryx Energy Co. 100 1,992.50 0.03%
439 PBY Pep Boys 100 3,392.50 0.03%
440 PRD Polaroid Corp. 100 4,205.00 0.03%
441 RDC Rowan Cos. 100 2,292.50 0.03%
442 SUN Sun Co., Inc. 100 2,792.50 0.03%
443 SVU Supervalu Inc. 100 3,142.50 0.03%
444 TEK Tektronix Inc. 100 4,992.50 0.03%
</TABLE>
52
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
445 TKR Timken Co. 100 5,305.00 0.03%
446 USH USLIFE Corp. 100 4,792.50 0.03%
447 WTHG Worthington Ind. 100 2,050.00 0.03%
448 ADSK Autodesk, Inc. 100 3,412.50 0.02%
449 AMH Amdahl Corp. 100 1,030.00 0.02%
450 AR ASARCO Inc. 100 3,005.00 0.02%
451 BEV Beverly Enterprises 100 1,480.00 0.02%
452 BGG Briggs & Stratton 100 4,530.00 0.02%
453 BS Bethlehem Steel 100 830.00 0.02%
454 CR Crane Company 100 3,292.50 0.02%
455 CTX Centex Corp. 100 4,180.00 0.02%
456 DRI Darden Restaurants 100 705.00 0.02%
457 ECO Echo Bay Mines Ltd. 100 730.00 0.02%
458 EGG E G & G Inc. 100 2,217.50 0.02%
459 ENS ENSERCH Corp. 100 2,117.50 0.02%
460 FLE Fleetwood Enterprises 100 2,592.50 0.02%
461 GAP Great A & P 100 3,042.50 0.02%
462 HP Helmerich & Payne 100 4,505.00 0.02%
463 IAD Inland Steel Ind. Inc. 100 1,980.00 0.02%
464 JH Harland (J.H.) 100 3,042.50 0.02%
465 KWP King World Productions 100 3,755.00 0.02%
466 LDG Longs Drug Stores 100 2,505.00 0.02%
467 MDP Meredith Corp. 100 4,905.00 0.02%
468 MDR McDermott International 100 2,217.50 0.02%
469 NMK Niagara Mohawk Power 100 1,042.50 0.02%
470 PCH Potlatch Corp. 100 4,330.00 0.02%
471 PGL Peoples Energy 100 3,455.00 0.02%
472 RML Russell Corp. 100 3,780.00 0.02%
473 SFA Scientific-Atlanta 100 1,705.00 0.02%
474 SFR Santa Fe Energy Resources 100 1,342.50 0.02%
475 SK Safety-Kleen 100 1,830.00 0.02%
476 SMED Shared Medical Systems 100 5,750.00 0.02%
477 STO Stone Container 100 1,255.00 0.02%
478 TDM Tandem Computers Inc. 100 1,292.50 0.02%
479 TNV Trinova Corp. 100 3,630.00 0.02%
480 U USAirways Group Inc. 100 2,292.50 0.02%
481 UIS Unisys Corp. 100 667.50 0.02%
</TABLE>
53
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 55
S&P 500 INDEX TRUST, SERIES 2-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
--------- -------- ------------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
482 ACCOB Coors (Adolph) 100 2,125.00 0.01%
483 AS Armco Inc. 100 380.00 0.01%
484 BLL Ball Corp. 100 2,555.00 0.01%
485 CBB Caliber Systems Inc. 100 2,330.00 0.01%
486 CHRS Charming Shoppes 100 587.50 0.01%
487 CMZ Cincinnati Milacron 100 2,080.00 0.01%
488 DGN Data General 100 1,992.50 0.01%
489 EFU Eastern Enterprises 100 3,442.50 0.01%
490 FLM Fleming Cos. Inc. 100 1,830.00 0.01%
491 GIDL Giddings & Lewis 100 1,387.50 0.01%
492 INGR Intergraph Corp. 100 825.00 0.01%
493 JOS Jostens Inc. 100 2,217.50 0.01%
494 KBH Kaufman & Broad Home Corp. 100 1,367.50 0.01%
495 NAV Navistar International Corp. 100 1,005.00 0.01%
496 NC NACCO Ind. Cl. A. 100 5,292.50 0.01%
497 OKE ONEOK Inc. 100 2,817.50 0.01%
498 PHM Pulte Corp. 100 3,417.50 0.01%
499 SMI Springs Industries Inc. 100 4,580.00 0.01%
500 SRR Stride Rite 100 1,305.00 0.01%
-------------
$2,627,313.35
=============
</TABLE>
NOTES TO PORTFOLIOS
(1) All or a portion of the Securities may have been deposited in each Trust.
Any undelivered Securities are represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been
deposited with the Trustee. At the Initial Date of Deposit, the Sponsor
has assigned to the Trustee all of its rights, title and interest in and
to such undelivered Securities. Contracts to purchase Securities were
entered into on March 5, 1997 and all have expected settlement dates of
March 10, 1997 (see "The Trust Funds"). The cost of the Securities to
the Sponsor and the cost of the Securities to each Trust are the same;
accordingly, the Sponsor's profit or (loss) on the deposit of Securities
is $0.
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all stocks based on market value as of the
date set forth above. Because the stocks included in each stock index
and the value of such stocks may change from time to time, and because
each Trust may not be able to duplicate the related stock index exactly,
the percentages set forth above do not represent the actual weighting of
each Security in each Trust portfolio on the Initial Date of Deposit or
on any subsequent date. See "The Trust Portfolios.
54
<PAGE>
<TABLE>
<CAPTION>
Contents Page
- -------------------------------------- ----
<S> <C>
SUMMARY 2
NASDAQ-100(R) INDEX LICENSING AGREEMENT 4
ESSENTIAL INFORMATION 6
THE TRUST FUNDS 8
THE TRUST PORTFOLIOS 9
THE NASDAQ-100 INDEX 10
THE S&P 500 INDEX 13
RISK FACTORS 16
FEDERAL TAX STATUS 18
PUBLIC OFFERING OF UNITS 20
Public Offering Price 20
Public Distribution of Units 22
Sponsor Profits 23
MARKET FOR UNITS 24
REDEMPTION 24
General 24
Computation of Redemption Price 25
RETIREMENT PLANS 26
UNITHOLDERS 26
Ownership of Units 26
Distributions to Unitholders 26
Distribution Reinvestment 27
Statements to Unitholders 28
Rights of Unitholders 29
INVESTMENT SUPERVISION 29
ADMINISTRATION OF THE TRUSTS 30
The Trustee 30
The Sponsor 31
The Evaluator 31
Amendment and Termination 31
Limitations on Liability 33
EXPENSES OF THE TRUSTS 33
LEGAL OPINIONS 35
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS 35
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS 36
STATEMENTS OF CONDITION 37
PORTFOLIOS 38
NOTES TO PORTFOLIOS 54
</TABLE>
-----------------------------------------
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, 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
made.
-----------------------------------------
No person is authorized to give any information or to make any
representations not contained in this Prospectus and any information or
representation not contained herein must not be relied upon as having been
authorized by the Trusts, the Trustee, or the Sponsor. The Trusts are
registered as unit investment trusts under the Investment Company Act of
1940. Such registration does not imply that the Trusts 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.
- ------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- ------------------
------------------
PROSPECTUS
------------------
Nasdaq-100 Index Trust, Series 2
S&P 500 Index Trust, Series 2
PROSPECTUS MARCH 6, 1997
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet
The Cross-Reference sheets
The Prospectus
The Signatures
The following exhibits.
1.1. Trust Agreement.
1.1.1. Standard Terms and Conditions of Trust. Reference is made to
Exhibit 1.1.1 to the Registration Statement on Form S-6 for Ranson
Unit Investment Trusts, Series 53 (File No. 333-17811) as filed on
January 7, 1997.
2.1. Form of Certificate of Ownership (pages three and four of the
Standard Terms and Conditions of Trust included as Exhibit 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under
"Legal Opinions" in the Prospectus.
4.1. Consent of Independent Certified Public Accountants.
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trusts, Series 55, hereby
identifies Ranson Unit Investment Trusts, Series 53, EVEREN Unit Investment
Trusts, Series 39, Kemper Defined Funds, Series 45 and Kemper Equity Portfolio
Trusts, Series 1 for purposes of the representations required by Rule 487 and
represents the following: (1) that the portfolio securities deposited in the
series as to the securities of which this Registration Statement is being
filed do not differ materially in type or quality from those deposited in such
previous series; (2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained
in the registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and (3) that it
has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Ranson Unit Investment Trusts, Series 55 has duly caused this
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 6th day
of March, 1997.
RANSON UNIT INVESTMENT TRUSTS, SERIES 55,
Registrant
By: RANSON & ASSOCIATES, INC.,
Depositor
By: ALEX R. MEITZNER
---------------------------------------
Alex R. Meitzner
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on March 6, 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 )
- --------------------- President and Director )
Douglas K. Rogers
ALEX R. MEITZNER Chairman of the Board )
- --------------------- of Directors )
Alex R. Meitzner
ROBIN K. PINKERTON President, Secretary, )
- --------------------- Treasurer and Director ) ALEX R. MEITZNER
Robin K. Pinkerton -----------------------
Alex R. Meitzner
- ------------------------------------------------------------------------------
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.
S-2
EXHIBIT 1.1
RANSON UNIT INVESTMENT TRUSTS
SERIES 55
TRUST AGREEMENT
This Trust Agreement dated as of March 6, 1997 between Ranson &
Associates, Inc., as Depositor, and The Bank of New York, as Trustee,
sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Standard Terms and Conditions of
Trust For Equity Trusts Sponsored by Ranson & Associates, Inc.,
Effective March 6, 1997" (herein called the "Standard Terms and
Conditions of Trust"), and such provisions as are set forth in full and
such provisions as are incorporated by reference constitute a single
instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein
incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though said
provisions had been set forth in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(1) The equity securities listed in the Schedule hereto have
been deposited in trust under this Trust Agreement as indicated in
each Trust named on the attached Schedule.
(2) For the purposes of the definition of the term "Unit" in
Article I, it is hereby specified that the fractional undivided
interest in and ownership of a Trust is the amount set forth in the
section captioned "Essential Information" in the final Prospectus of
the Trust (the "Prospectus") contained in Amendment No. 1 to the
Trust's Registration Statement (Registration No. 333-22653) as filed
with the Securities and Exchange Commission on March 6, 1997. The
fractional undivided interest may (a) increase by the number of any
additional Units issued pursuant to Section 2.03, (b) increase or
<PAGE>
decrease in connection with an adjustment to the number of Units
pursuant to Section 2.03, or (c) decrease by the number of Units
redeemed pursuant to Section 5.02.
(3) The terms "Income Account Record Date" and "Capital
Account Record Date" shall mean the dates set forth under "Essential
Information-Record and Computation Dates" in the Prospectus.
(4) The terms "Income Account Distribution Date" and "Capital
Account Distribution Date" shall mean the dates set forth under
"Essential Information-Distribution Dates" in the Prospectus.
(5) The term "Initial Date of Deposit" shall mean the date of
this Trust Agreement as set forth above.
(6) The number of Units of a Trust referred to in Section 2.03
is as set forth under "Essential Information-Number of Units" in the
Prospectus.
(7) For the purposes of Section 6.01(g), the liquidation
amount is the amount set forth under "Essential Information-Minimum
Value of Trust under which Trust Agreement may be Terminated" in the
Prospectus.
(8) Section 1.01 is amended to add the following Section
1.01(36) immediately after Section 1.01(35):
(36) "Index" shall mean the Nasdaq-100 Index with respect
to the Nasdaq-100 Index Trust, Series 2 and shall mean the
Standard & Poor's 500 Composite Stock Price Index with respect
to the S&P 500 Index Trust, Series 2.
(9) Section 1.01(20) is hereby stricken and replaced by the
following:
"Percentage Ratio" shall mean, for each Trust which will
issue additional Units pursuant to Section 2.03 hereof, the
actual number of shares of each Equity Security as a percent
of all shares of Equity Securities necessary to cause the
Trust portfolio to replicate, to the extent practicable, the
related Index immediately prior to any subsequent deposit of
Securities.
(10) Section 2.01(b) is hereby amended by adding the following
immediately after the first sentence of the second paragraph of such
Section the following: "Such additional Securities may be deposited
or purchased in round lots; if the amount of the deposit is
insufficient to acquire round lots of each Security to be acquired,
the additional Securities shall be deposited or purchased in the
order of the Securities in the Trust most under-represented in the
Trust's portfolio in comparison to their percentage weighting in the
related Index."
-2-
<PAGE>
(11) The first sentence of Section 2.01(e) is hereby stricken
and replaced with the following:
If Securities in the Trust are sold pursuant to Sections 3.07
or 8.02 hereof or if there are excess proceeds remaining after
meeting redemption requests pursuant to Section 5.02, and the
net proceeds of any such sale are not otherwise reinvested as
provided in such Sections, the net proceeds of any such sale
may be reinvested, if in the opinion of the Depositor it is in
the best interests of the Unitholders to do so, in short term
U.S. Treasury obligations maturing on or prior to the next
succeeding Capital Distribution Date or, if earlier, December
31 of the year of purchase (the "Reinvestment Securities")."
(12) Section 3.07(a) is hereby amended by adding the following
subsections immediately after Section 3.07(a)(ix):
(x) that the Security has been removed from the Index; or
(xi) that the Security is over-represented in the Trust's
portfolio in comparison to such Security's percentage weighting
in the related Index.
(13) Section 3.07 is hereby amended by changing the current
subsection (c) to subsection (d) and adding the following as a new
subsection (c):
(c) In the event a Security is sold pursuant to Section
3.07(a)(x), the Depositor may direct the reinvestment of the
proceeds of the sale of such Security, to the extent
practicable, into any security which replaces such Security as
a component of the related Index or, if no security so replaces
such Security, into any other Securities which are under-
represented in the Trust's portfolio in comparison to their
percentage weighting in the related Index as determined by
computer program output operated independent of the Depositor
which tracks such index. In the event a Security is sold
pursuant to Section 3.07(a)(xi), the Depositor may direct the
reinvestment of the proceeds of the sale of such Security, to
the extent practicable, into any other Securities which are
under-represented in the Trust's portfolio in comparison to
their percentage weighting in the related Index. Without
limiting the generality of the foregoing, in determining
whether such reinvestment is practicable, the Depositor may,
but is not obligated to, specifically consider the ability of
the Trust to reinvest such proceeds into round lots of a
Security.
-3-
<PAGE>
(14) The second paragraph of Section 3.10 is hereby stricken
and replaced with the following:
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities,
the Trustee shall reject such offer. However, should any
issuance, exchange or substitution be effected notwithstanding
such rejection or without an initial offer, any securities,
cash and/or property received shall be deposited hereunder and
shall be promptly sold, if securities or property, by the
Trustee; provided, however, if such securities are components
of the related Index, the Depositor may advise the Trustee to
keep such securities. The cash received in such exchange and
cash proceeds of any such sales shall, in the following
priority, be (1) reinvested, to the extent practicable, into
any Securities which are under-represented in the Trust's
portfolio in comparison to their percentage weighting in the
related Index or (2) distributed to Unitholders on the next
Distribution Date in the manner set forth in Section 3.04(b)
regarding distributions from the Capital Account. Without
limiting the generality of the foregoing, in determining
whether such reinvestment is practicable, the Depositor may,
but is not obligated to, specifically consider the ability of
the Trust to reinvest such proceeds into round lots of a
Security. Except as provided in Article VIII, the Trustee
shall not be liable or responsible in any way for depreciation
or loss incurred by reason of any such rejection or sale.
(15) Section 5.02 is hereby amended by adding the following
immediately after the last sentence of the second paragraph of such
Section:
If Securities in a Trust are sold for the payment of the
Redemption Value and there are excess proceeds remaining after
meeting redemption requests, the Depositor may, but is not
obligated to, instruct the Trustee to reinvest such excess
proceeds into any Securities which are under-represented in
such Trust's portfolio in comparison to their percentage
weighting in the related Index.
(16) Notwithstanding anything to the contrary herein, if at any
time an Index shall no longer be compiled, maintained or made
available, the Depositor may (a) direct that the related Trust
created hereby continue to be operated hereunder utilizing the
components of the related Index, and the percentage weightings of
such components, as existed on the last date on which such Index
components and weightings were available to such Trust or (b) direct
the Trustee to terminate the related Trust and liquidate such Trust
in such manner as the Depositor shall direct.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed.
RANSON & ASSOCIATES, INC.,
Depositor
By /s/ ROBIN K. PINKERTON
___________________________
Robin K. Pinkerton
THE BANK OF NEW YORK,
Trustee
By /s/ Ted Rudich
___________________________
Vice President
<PAGE>
SCHEDULE A
Securities Initially Deposited
Ranson Unit Investment Trusts
Series 55
(Note: Incorporated herein and made a part hereof are the
"Portfolios" as set forth in the Prospectus.)
EXHIBIT 3.1
CHAPMAN AND CUTLER
111 West Monroe Street
Chicago, Illinois 60603
March 6, 1997
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Re: Ranson Unit Investment Trusts Series 55
---------------------------------------
Gentlemen:
We have served as counsel for Ranson & Associates, Inc., as Sponsor
and Depositor of Ranson Unit Investment Trusts Series 55 (the "Fund"), in
connection with the preparation, execution and delivery of the Trust
Agreement dated the date of this opinion between Ranson & Associates,
Inc., as Depositor, and The Bank of New York, as Trustee, pursuant to
which the Depositor has delivered to and deposited the Securities listed
in the Schedule to the Trust Agreement with the Trustee and pursuant to
which the Trustee has issued to or on the order of the Depositor a
certificate or certificates representing all the Units of fractional
undivided interest in, and ownership of, the Fund, created under said
Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to
enable us to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement
and the execution and issuance of certificates evidencing the Units
of the Fund have been duly authorized; and
2. The certificates evidencing the Units of the Fund,
when duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will constitute
valid and binding obligations of the Fund and the Depositor in
accordance with the terms thereof.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-22653) relating to the Units
referred to above and to the use of our name and to the reference to our
firm in said Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EXHIBIT 4.1
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
-------------------------------------------------
We have issued our report dated March 6, 1997 on the statements of
condition and related portfolios of Ranson Unit Investment Trusts Series
55 as of March 6, 1997 contained in the Registration Statement on Form S-
6 and in the Prospectus. We consent to the use of our report in the
Registration Statement and in the Prospectus and to the use of our name
as it appears under the caption "Independent Certified Public
Accountants".
GRANT THORNTON LLP
Chicago, Illinois
March 6, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from
Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> RANSON UNIT INVESTMENT TRUSTS, SERIES 55
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-06-1997
<PERIOD-END> MAR-06-1997
<INVESTMENTS-AT-COST> 374,698
<INVESTMENTS-AT-VALUE> 374,698
<RECEIVABLES> 36,750
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 411,488
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,750
<TOTAL-LIABILITIES> 36,750
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 374,698
<SHARES-COMMON-STOCK> 39,400
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 374,698
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from
Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> RANSON UNIT INVESTMENT TRUSTS, SERIES 55
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-06-1997
<PERIOD-END> MAR-06-1997
<INVESTMENTS-AT-COST> 2,498,575
<INVESTMENTS-AT-VALUE> 2,498,575
<RECEIVABLES> 36,750
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,535,325
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,750
<TOTAL-LIABILITIES> 36,750
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,498,575
<SHARES-COMMON-STOCK> 262,731
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,498,575
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
