===============================================================================
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 59
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. c/o Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206-2241 Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
TITLE AND AMOUNT
OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series 59 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 July 1, 1997 pursuant to paragraph (b) of Rule 487.
===============================================================================
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 59
------------------------
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
<S> <C>
I. ORGANIZATION AND GENERAL INFORMATION
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 agreement ) The Fund; 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 units ) The Fund; The Trust Portfolios; Portfolios
12. Certain information regarding periodic payment
certificates ) *
13. (a) Load, fees, expenses, etc. ) Essential Information; Public Offering of Units;
) Expenses of the Trusts
(b) Certain information regarding periodic payment
certificates ) *
(c) Certain percentages ) Essential Information; Public Offering of Units
(d) Certain other fees, etc. payable by holders ) Unitholders
(e) Certain profits receivable by depositor, principal )
underwriters, trustee or affiliated persons ) Expenses of the Trust; Public Offering of Units
(f) Ratio of annual charges to income ) *
14. Issuance of trust's securities ) The Fund; Unitholders
-ii-
<PAGE>
15. Receipt and handling of payments from purchasers ) *
16. Acquisition and disposition of underlying securities ) The Fund; The Trust Portfolios; Investment Supervision;
) Market for Units
17. Withdrawal or redemption ) Redemption; Public Offering of Units
18. (a) Receipt, custody and disposition 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 )
(c) and (d) Trustee, removal and successor )
(e) and (f) Depositor, removal and successor )
21. Loans to security holders ) *
22. Limitations on liability ) Administration of the 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 officials and affiliated )
persons of depositor ) Administration of the Trusts
29. Voting securities of depositor )
30. Persons controlling depositor )
31. Payment by depositor for certain services rendered
to trust ) *
32. Payment by depositor for certain other services
rendered to trust ) *
33. Remuneration of employees of depositor for certain
services rendered to trust ) *
34. Remuneration of other persons for certain services
rendered to trust ) *
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of Trust's securities by states ) Public Offering of Units
36. Suspension of sales of trust's securities ) *
37. Revocation of authority to distribute )
38. (a) Method of Distribution ) Public Offering of Units;
(b) Underwriting Agreements ) Market for Units;
(c) Selling Agreements ) Public Offering of Units
39. (a) Organization of principal underwriters ) Administration of the Trusts
(b) N.A.S.D. membership of principal underwriters )
40. Certain fees received by principal underwriters ) See items 13(a) and 13(e)
-iii-
<PAGE>
41. (a) Business of principal underwriters ) Administration of the Trusts
(b) Branch offices of principal underwriters ) *
(c) Salesmen of principal underwriters )
42. Ownership of trust's securities by certain persons )
43. Certain brokerage commissions received by principal
underwriters ) Public Offering of Units
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering price ) *
(c) Variation in offering price to certain persons ) Public Offering of Units
45. Suspension of redemption rights ) Redemption
46. (a) Redemption valuation ) Redemption; Market for Units; Public Offering of Units
(b) Schedule as to redemption price ) *
47. Maintenance of position in underlying securities ) Market for Units; 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 trustee ) Expenses of the Trusts
50. Trustee's lien )
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of trust's securities ) Cover Page; Expenses of the Trusts
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement with respect to )
selection or elimination of underlying securities ) The Fund; Investment Supervision
(b) Transactions involving elimination of underlying )
securities )
(c) Policy regarding substitution or elimination of )
underlying securities ) Investment Supervision
(d) Fundamental policy not otherwise covered ) *
53. Tax status of Trust ) Essential Information; Portfolios; Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years ) *
55. )
56. Certain information regarding periodic payment )
certificates )
57. )
58. )
59. Financial statements (Instruction 1(c) to Form S-6) ) *
<FN>
* Inapplicable, answer negative or not required
</FN>
</TABLE>
-iv-
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 59
DEFINED GROWTH STRATEGY 5, SERIES 6 (JULY 1997 SERIES)
DEFINED GROWTH STRATEGY 10, SERIES 6 (JULY 1997 SERIES)
Defined Growth Strategy 5, Series 6 (July 1997 Series) ("The 5") was formed
with the investment objective of obtaining an above-average total return
through a combination of capital appreciation and dividend income by
investing in a portfolio of the five companies with the lowest per share
stock price of the ten companies in the Dow Jones Industrial Average that
have the highest dividend yield as of the close of business on the day prior
to the Initial Date of Deposit.
Defined Growth Strategy 10, Series 6 (July 1997 Series) ("The 10") was formed
with the investment objective of obtaining above-average total return through
a combination of capital appreciation and dividend income by investing in a
portfolio of the ten companies in the Dow Jones Industrial Average that have
the highest dividend yield as of the close of business on the day prior to
the Initial Date of Deposit.
The Dow Jones Industrial Average ("DJIA") is the property of Dow Jones &
Company, Inc. Dow Jones & Company, Inc. has not granted to the Trusts or the
Sponsor a license to use the DJIA. Dow Jones & Company, Inc. has not
participated in any way in the creation of the Trusts or in the selection of
stocks included in the Trust and has not approved any information herein
relating thereto. Units are not designed so that their prices will parallel
or correlate with movements in the DJIA, and it is expected that their prices
will not parallel or correlate with such movements. There is, of course, no
assurance that the Trusts will achieve their objectives.
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 July 1, 1997.
<PAGE>
SUMMARY
THE FUND. Defined Growth Strategy 5, Series 6 (July 1997 Series) and Defined
Growth Strategy 10, Series 6 (July 1997 Series) are separate underlying unit
investment trusts included in Ranson Unit Investment Trusts, Series 59 (the
"Fund"), an investment company registered under the Investment Company Act of
1940. Ranson & Associates, Inc. is the Sponsor of the Fund.
Each Trust initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in
accordance with the investment strategy of such Trust. For the criteria used
by the Sponsor in selecting the Securities, see "The Trust Portfolios-
General." The value of all portfolio Securities and, therefore, the value of
the Units may be expected to fluctuate in value depending on the full range
of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular. Capital appreciation and dividend income
are, of course, dependent upon several factors including, among other
factors, the financial condition of the issuers of the Securities (see "The
Trust Portfolios").
Additional Units of a Trust may be issued at any time by depositing in the
Trust additional Securities or contracts to purchase additional Securities
together with irrevocable letters of credit or cash as provided under "The
Fund."
Each Unit of 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 the related 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 is
based on the underlying value of the Securities in such Trust plus the
applicable initial sales charge described under "Public Offering Of Units-
Public Offering Price." Unitholders will also be assessed a deferred sales
charge as set forth under "Public Offering Of Units-Public Offering Price."
If Units were purchased on the Initial Date of Deposit and held until the
mandatory termination of a Trust, the total sales charge paid would be that
amount set forth under "Fee Table."
DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by the
Trust will be distributed semiannually and any funds in the Capital Account
will generally be made 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 related Trust without an initial 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-
2
<PAGE>
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 closing sale prices 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 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."
INTERIM REDEMPTION AND ROLLOVER IN NEW TRUSTS. Unitholders of The 5 and The
10 Trusts will have the option of specifying by the end of the Interim
Redemption and Rollover Period stated in "Essential Information" to have all
of their Units redeemed and the distributed Securities sold by the Trustee,
in its capacity as Distribution Agent, during the Interim Redemption and
Rollover Period. (Unitholders so electing are referred to herein as "Interim
Rollover Unitholders".) Unitholders who redeem their Units on or before the
end of the Interim Redemption and Rollover Period will not be assessed the
deferred sales charge accumulated subsequent to the Interim Redemption and
Rollover Period. The Distribution Agent will appoint the Sponsor as its
agent to determine the manner, timing and execution of sales of underlying
Securities. The proceeds of the redemption will then be invested in Units of
a new Series of The 5 and The 10 Trusts (the "1998 Fund"), if one is offered,
at a reduced sales charge (anticipated to be 1.75% of the Public Offering
Price of the 1998 Fund per unit per year). The Sponsor may, however, stop
offering units of the 1998 Fund at any time in its sole discretion without
regard to whether all the proceeds to be invested have been invested. Cash
which has not been invested on behalf of the interim Rollover Unitholders in
the 1998 Fund will be distributed shortly after the Interim Redemption and
Rollover Period. However, the Sponsor anticipates that sufficient units will
be available, although moneys in this Fund may not be fully invested on the
next business day. The portfolios of the 1998 Fund are expected to contain
the ten common stocks in the Dow Jones Industrial Average having the highest
dividend yield as of a day shortly prior to the initial date of deposit of
the 1998 Fund, and the five companies with the lowest per share stock price
of the ten companies in the Dow Jones Industrial Average having the highest
dividend yield as of the close of business a day shortly prior to the initial
date of deposit of the 1998 Fund. Interim Rollover Unitholders will receive
the amount of dividends in the applicable Income Account of each Trust which
will be included in the reinvestment in units of the 1998 Fund.
FINAL REDEMPTION AND ROLLOVER IN NEW TRUSTS. Unitholders of The 5 and The 10
Trusts will have the option of specifying by the Final Redemption and
Rollover Date stated in "Essential Information" to have all of their Units
redeemed and the distributed Securities sold by the Trustee, in its capacity
as Distribution Agent, on the Final Redemption and Rollover Date.
(Unitholders so electing are referred to herein as "Final Rollover
Unitholders".) The Distribution Agent will appoint the Sponsor as its agent
to determine the manner, timing and execution of sales of underlying
Securities. The proceeds of the redemption will then be invested in Units of
a new Series of The 5 and The 10 Trusts (the "l999 Fund"), if one is offered,
at a reduced sales charge (anticipated to be 1.75% of the Public Offering
Price of the 1999 Fund per unit per year). The Sponsor may, however, stop
offering units of the 1999 Fund at any time in its sole discretion without
regard to whether all the proceeds to be invested have been invested. Cash
which has not been invested on behalf of the Final Rollover Unitholders in
the 1999 Fund will be distributed shortly after the Final Redemption and
Rollover Date. However, the Sponsor anticipates that sufficient units will
be available, although moneys in this Fund may not be fully invested on the
3
<PAGE>
next business day. The portfolios of the 1999 Fund are expected to contain
the ten common stocks in the Dow Jones Industrial Average having the highest
dividend yield as of a day shortly prior to the initial date of deposit of
the 1999 Fund, and the five companies with the lowest per share stock price
of the ten companies in the Dow Jones Industrial Average having the highest
dividend yield as of a day shortly prior to the initial date of deposit of
the 1999 Fund. Final Rollover Unitholders will receive the amount of
dividends in the applicable Income Account of each Trust which will be
included in the reinvestment in units of the 1999 Fund.
REDEMPTION IN KIND. Upon redemption of Units a Unitholder may request to
receive in lieu of cash his share of each of the Securities then held by the
related Trust, if (1) he would be entitled to receive at least $25,000 of
proceed or if he paid at least $25,000 to acquire the Units being tendered
and (2) he has tendered for redemption prior to August 31, 1999 (see
"Redemption" and "Administration of the Trusts-Amendment and Termination").
TERMINATION. No later than the date specified for each Trust under Mandatory
Termination Date in "Essential Information," Securities will begin to be sold
in connection with the termination of the related Trust and it is expected
that all Securities in such Trust will be sold within a reasonable amount of
time after the Mandatory Termination Date. The Sponsor will determine the
manner, timing and execution of the sale of the underlying Securities. At
termination, Unitholders not electing an in kind distribution of Securities
will receive a cash distribution within a reasonable time after the related
Trust is terminated. See "Unitholders-Distributions to Unitholders" and
"Administration of the Trusts-Amendment and Termination."
RISK FACTORS. An investment in 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. An investment in The 5 may subject a Unitholder to additional
risk due to the relative lack of diversity in its portfolio since the
portfolio contains only five stocks. Units of The 5 may be subject to
greater market risk than other trusts which contain a more diversified
portfolio of securities. For risk considerations related to the Trusts, see
"Risk Factors."
4
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 59
ESSENTIAL INFORMATION
AS OF JUNE 30, 1997*
SPONSOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
<TABLE>
<CAPTION>
THE 5 THE 10
--------- ----------
<S> <C> <C>
Number of Units (1) 25,259 25,267
Fractional Undivided Interest Per Unit(1) 1/25,259 1/25,267
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ 250,060 $ 250,143
Aggregate Value of Securities per Unit $ 9.900 $ 9.900
Plus total sales charge (3) $ .450 $ .450
Less deferred sales charge per Unit $ .350 $ .350
Public Offering Price Per Unit (4) $ 10.000 $ 10.000
Redemption Price Per Unit $ 9.725 $ 9.725
Sponsor's Initial Repurchase Price Per Unit $ 9.725 $ 9.725
Excess of Public Offering Price Per Unit over Redemption Price
Per Unit and Sponsor's Initial Repurchase Price Per Unit $ .275 $ .275
Calculation of Estimated Net Annual Dividends Per Unit: (5)
Estimated Gross Annual Dividends per Unit $ .31128 $ .28307
Less: Estimated Annual Operating Expense per Unit $ .035 $ .035
Estimated Net Annual Dividends per Unit $ .27628 $ .24807
Estimated Annual Organizational Expenses per Unit (6) $ .02200 $ .02200
Minimum Value of Trust under which Trust Agreement
may be Terminated 40% of aggregate value of Securities at deposit
Interim Redemption and Rollover Period (7) July 31, 1998 through August 15, 1998
Final Redemption and Rollover Date September 30, 1999
Liquidation Period September 30, 1999 through October 31, 1999
Mandatory Termination Date September 30, 1999
Evaluator's Annual Evaluation Fee Maximum of $.002 per Unit
Trustee's Annual Fee $.008 per Unit
Record and Computation Dates (8) December 15 and July 1
Distribution Dates (8) December 31 and July 15
</TABLE>
Evaluations for purposes of sale, purchase or redemption of Units are made as
of 3:15 p.m. Central Time next following receipt of an order for a sale or
purchase of Units or receipt by the Trustee of Units tendered for redemption.
* The business day prior to the Initial Date of Deposit
- ------------------------
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of 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 accordingly from the amounts indicated above.
5
<PAGE>
(2) Each Security is valued at the closing sale price on the New York Stock
Exchange.
(3) The total sales charge consists of an initial sales charge and a deferred
sales charge. For both The 5 and The 10, the initial sales charge is
equal to 1.00% of the Public Offering Price. Based on the Public
Offering Price on the business day prior to the Initial Date of Deposit
the total sales charge for both The 5 and The 10 is 4.5% (equivalent to
4.712% of the net amount invested). The deferred sales charge is equal
to $0.175 per Unit per year for The 5 and The 10. To the extent the
Public Offering Price increases or decreases, the total sales charge
percentage will decrease or increase, respectively, from those amounts
indicated.
(4) 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.
(5) The estimated annual dividends per Unit is based primarily on the most
recent dividend declarations. The actual net annual dividends per Unit
may be greater than or less than the amount shown depending on the actual
dividends collected and expenses incurred by the applicable Trust.
(6) 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 that total
organizational expenses will be amortized over the life of each Trust.
See "Expenses Of the Trusts" and "Statements of Net Assets."
Historically, the sponsors of unit investment trusts have paid all the
costs of establishing such trusts.
(7) Unitholders who redeem their Units on or before August 15, 1998 will not
be assessed the deferred sales charge accumulated subsequent to such
date.
(8) Distributions from the Income Account, if any, will be made commencing on
December 15, 1997. Distributions from the Capital Account will be made
whenever the balance exceeds 1% of Trust net assets and will normally be
made in the subsequent month.
6
<PAGE>
FEE TABLE
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in a Trust will bear directly or indirectly. See
"Public Offering of Units" and "Expenses of the Trusts." Although each Trust
is a unit investment trust rather than a mutual fund and may have a term of
less than the periods indicated, this information is presented to permit a
comparison of fees.
THE 5
<TABLE>
<CAPTION>
AMOUNT PER
UNIT
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF OFFERING PRICE)
Initial Sales Charge 1.00% $0.100(1)
Deferred Sales Charge (accumulated prior to Interim
Redemption and Rollover Period) 1.75%(2) 0.175
Deferred Sales Charge (accumulated subsequent to Interim
Redemption and Rollover Period) (3) 1.75%(2) 0.175
-------- -------
Total Sales Charge
4.50%(4) $0.450
======== =======
ESTIMATED ANNUAL OPERATING EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF NET ASSETS)
Trustee's Fee .08% $.008
Portfolio Evaluation Fees .02% .002
Other Operating Expenses .03% .003
Organizational Expenses .22% .022
-------- -------
Total .35% $.035
======== =======
</TABLE>
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
-------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment assuming the applicable sales charges and an
initial estimated operating expense ratio of .35% on
the Trust, a 5% annual return and redemption at the end
of each time period $31 $76 $123 $253
</TABLE>
THE 10
<TABLE>
<CAPTION>
AMOUNT PER
UNIT
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF OFFERING PRICE)
Initial Sales Charge 1.00% $0.100(1)
Deferred Sales Charge (accumulated prior to Interim
Redemption and Rollover Period) 1.75%(2) 0.175
Deferred Sales Charge (accumulated subsequent to Interim
Redemption and Rollover Period) (3) 1.75%(2) 0.175
-------- -------
Total Sales Charge 4.50%(4) $0.450
======== =======
ESTIMATED ANNUAL OPERATING EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF NET ASSETS)
Trustee's Fee .08% $.008
Portfolio Evaluation Fees .02% .002
Other Operating Expenses .03% .003
Organizational Expenses .22% .022
-------- -------
Total .35% $.035
======== =======
</TABLE>
7
<PAGE>
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
-------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming the applicable sales charges and an
estimated operating expense ratio of .35% on the Trust,
a 5% annual return and redemption at the end of each
time period $31 $76 $123 $253
</TABLE>
The examples utilize a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. The examples
should not be considered representations of past or future expenses or annual
rate of return; the actual expenses and annual rate of return may be more or
less than those assumed for purposes of the examples.
- -------------------------
(1) The Initial Sales Charge for these Trusts would exceed the dollar value
set forth above if the Public Offering Price exceeds $10.00 per Unit.
(2) The actual Deferred Sales Charge for these Trusts is $0.175 per Unit per
year, irrespective of purchase or redemption price deducted on a monthly
basis commencing August 31, 1997 through May 31, 1998 and September 30,
1998 through June 30, 1999 for each Trust. If the Unit price exceeds
$10.00 per Unit, the Deferred Sales Charge will be less than the
percentage set forth above. If the Unit price is less than $10.00 per
Unit, the Deferred Sales Charge will exceed the percentage set forth
above. Units purchased subsequent to the initial deferred sales charge
payment will be subject to the remaining deferred sales charge payments.
(3) Unitholders who redeem their Units on or before the end of the Interim
Redemption and Rollover Period will not be assessed the deferred sales
charge accumulated subsequent to the Interim Redemption and Rollover
Period.
(4) The Total Sales Charge consists of the Initial Sales Charge, which is a
fixed percentage of the Public Offering Price, and the Deferred Sales
Charge, which is a fixed dollar amount (but which will vary as a
percentage of the Public Offering Price). Due to this structure the
Total Sales Charge will vary from the percentages and dollar amounts set
forth above as a result of variations in the market value of the
Securities in a Trust.
THE FUND
Defined Growth Strategy 5, Series 6 and Defined Growth Strategy 10, Series 6
are separate underlying unit investment trusts included in Ranson Unit
Investment Trusts, Series 59, which was created under the laws of the State
of New York pursuant to a trust indenture (the "Trust Agreement") dated the
date of this Prospectus (the "Initial Date of Deposit") between Ranson &
Associates, Inc. (the "Sponsor") and The Bank of New York (the "Trustee").*
The portfolios contain common stocks issued by companies which are components
of the Dow Jones Industrial Average (the "DJIA"). Defined Growth Strategy 5,
Series 6 ("The 5") consists of a portfolio of the five companies with the
lowest per share stock price of the ten companies in the DJIA that have the
highest dividend yield as of the close of business on the day prior to the
Initial Date of Deposit. Defined Growth Strategy 10, Series 6 ("The 10")
consists of a portfolio of the ten companies in the DJIA that have the
highest dividend yield as of the close of business on the day prior to the
Initial Date of Deposit. As used herein, the term "Securities" means the
common stocks (including contracts for the purchase thereof) initially
8
<PAGE>
deposited in the Trusts and described in the portfolios and any additional
common stocks acquired and held by the Trusts pursuant to the provisions of
the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in each Trust.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities or contracts to purchase additional Securities along with cash (or
a bank letter of credit in lieu of cash) to pay for such contracted
Securities or cash (including a letter of credit) with instructions to
purchase additional Securities. Such additional deposits into The 5 and The
10 will be in amounts which will maintain, for the first 90 days, as closely
as possible the same original percentage relationship among the number of
shares of each Security in the related Trust established by the initial
deposit of Securities and, thereafter, the same percentage relationship that
existed on such 90th day. Although additional Units will be issued, each
Unit in The 5 and The 10 will continue to represent approximately the same
number of shares of each Security and the percentage relationship among the
shares of each Security in each Trust will remain the same. The required
percentage relationship among the Securities in a Trust will be adjusted to
reflect the occurrence of a stock dividend, a stock split or a similar event
which affects the capital structure of the issuer of a Security in a Trust
but which does not affect the Trust's percentage ownership of the common
stock equity of such issuer at the time of such event. 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 the Trust will pay the
associated brokerage fees. To minimize this effect, the 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 the Trust, (b)
any additional Securities acquired and held by such Trust pursuant to the
provisions of the Trust Agreement and (c) any cash held in the Income and
Capital Accounts. Neither the Sponsor nor the Trustee shall be liable in any
way for any failure in any of the Securities. However, should any contract
for the purchase of any of the Securities initially deposited hereunder fail,
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
GENERAL. The Trusts seek to provide capital appreciation and dividend income
through two indexing strategies based on the Dow Jones Industrial Average.
The 5 seeks to provide an above-average total return over the two year life
of the Trust through a combination of capital appreciation and dividend
income by investing in a portfolio of the five companies with the lowest per
share stock price of the ten companies in the DJIA that have the highest
dividend yield as of the close of business on the day prior to the Initial
Date of Deposit. The 10 seeks to provide an above-average total return over
the two year life of the Trust through a combination of capital appreciation
and dividend income by investing in a portfolio of the ten companies in the
9
<PAGE>
DJIA that have the highest dividend yield as of the close of business on the
day prior to the Initial Date of Deposit. All of the Securities in the
Trusts are actively traded, blue-chip securities issued by some of the
largest, most widely held, well-established corporations in the world.
Although there can be no assurance that such Securities will appreciate in
value over the life of the Trust, over time stock investments have generally
out-performed most other asset classes. However, it should be remembered
that common stocks carry greater risks, including the risk that the value of
an investment can decrease (see "Risk Factors-Certain Investment
Considerations"), and past performance is no guarantee of future results. As
the holder of the Securities, the Trustee will have the right to vote all of
the voting stocks in each Trust portfolio and will vote such stocks in
accordance with the instructions of the Sponsor.
THE DOW JONES INDUSTRIAL AVERAGE. The Dow Jones Industrial Average was first
published in The Wall Street Journal in 1896. Initially consisting of just
12 stocks, the DJIA expanded to 20 stocks in 1916 and its present size of 30
stocks on October 1, 1928. The companies which make up the DJIA have
remained relatively constant over the life of the DJIA. Taking into account
name changes, 9 of the original DJIA companies are still in the DJIA today.
For two periods of 17 consecutive years, March 14, 1939-July 1956 and June 1,
1959-August 6, 1976, there were no changes to the list. On March 17, 1997,
four companies were added to the DJIA replacing Bethlehem Steel Corporation,
Texaco, Inc., Westinghouse Electric Corporation and Woolworth Corporation.
The companies added to the DJIA were Hewlett-Packard Co., Johnson & Johnson,
Travelers Group, Inc. and Wal-Mart Stores, Inc.
The Dow Jones Industrial Average is composed of 30 common stocks chosen by
the editors of The Wall Street Journal, a publication of Dow Jones & Company,
Inc. The companies are major factors in their industries and their stocks
are widely held by individuals and institutional investors. Changes in the
components are made entirely by the editors of The Wall Street Journal
without consultation with the companies, the stock exchange or any official
agency. Dow Jones & Company, Inc. expressly reserves the right to change the
components of the Dow Jones Industrial Average at any time for any reason.
Any changes in the components of the Dow Jones Industrial Average after the
Initial Date of Deposit will not cause a change in the identity of the common
stocks included in a Trust. The following is the list as it currently
appears:
Allied Signal
Aluminum Company of America
American Express Company
American Telephone & Telegraph Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca-Cola Company
Walt Disney Company
E. I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors
Goodyear Tire & Rubber Company
Hewlett-Packard Co.
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck and Company
Travelers Group, Inc.
Union Carbide Corporation
United Technologies Corporation
Wal-Mart Stores, Inc.
10
<PAGE>
The following table compares the actual performance of the DJIA, and
approximately equal values of both the five lowest priced stocks of the ten
stocks in the DJIA having the highest dividend yield (the "Five Lowest Priced
Stocks of the Ten Highest Yielding DJIA Stocks") and the ten stocks in the
DJIA having the highest dividend yield (the "Ten Highest Yielding DJIA
Stocks") in each of the 20 years listed below, as of December 31, in each of
these years (and as of the most recent quarter).
<TABLE>
COMPARISON OF TOTAL RETURN (2)
<CAPTION>
Five Lowest Priced Stocks
of the Ten Highest Ten Highest Yielding Dow Jones Industrial
Year Yielding DJIA Stocks (1) DJIA Stocks (1) Average (DJIA)
------ ------------------------- -------------------- --------------------
<S> <C> <C> <C>
1977 3.46% -0.56% -12.70%
1978 1.50 0.79 2.69
1979 12.05 14.03 10.52
1980 40.52 27.25 21.41
1981 3.80 7.60 -3.40
1982 41.88 25.36 25.79
1983 36.11 38.75 25.68
1984 11.07 5.96 1.05
1985 37.84 29.45 32.78
1986 30.31 34.37 26.92
1987 11.06 6.02 6.02
1988 22.63 24.33 15.95
1989 10.53 24.78 31.71
1990 -15.27 -7.57 -0.58
1991 61.94 35.73 23.93
1992 23.27 7.98 7.35
1993 34.53 27.26 16.74
1994 8.08 4.12 4.99
1995 30.41 36.58 36.49
1996 26.12 28.58 28.18
1997 thru 3/31 3.57 .72 2.61
</TABLE>
- -------------------------
(1) The Five Lowest Priced Stocks of the Ten Highest Yielding DJIA Stocks
and the Ten Highest Yielding DJIA Stocks for any given period were
selected by ranking the dividend yields for each of the stocks in the DJIA
as of the beginning of the period, based upon an annualization of the last
quarterly or semi-annual ordinary dividend distribution (which would have
been declared in the preceding year) divided by that stock's market value
on the first trading day on the New York Stock Exchange in the given
period.
(2) Total Return represents the sum of the percentage change in market
value of each group of stocks between the first trading day of a period
and the total dividends paid on each group of stocks during the period
divided by the opening market value of each group of stocks as of the
first trading day of a period. Total Return does not take into
consideration any sales charges, commissions, expenses or taxes. Total
Return does not take into consideration any reinvestment of dividend
income. Based on the year-by-year returns contained in the table, over
the 20 calendar years above, the Five Lowest Priced Stocks of the Ten
Highest Yielding DJIA Stocks and the Ten Highest Yielding DJIA Stocks
achieved an average annual total return of 20.02% and 17.40%,
respectively, as compared to the average annual total return of the DJIA
which was 14.24%. Although the Trusts seek to achieve a better
performance than the DJIA, there can be no assurance that either Trust
will outperform the DJIA over its two year life or over consecutive
rollover periods, if available.
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<PAGE>
<TABLE>
[This table represent the plot points of a graph in the Prospectus]
IF YOU HAD INVESTED $10,000 ON JANUARY 1, 1977
VALUE = YEAR ENDED DECEMBER 31
<CAPTION>
Five Lowest Priced Stocks
of the Ten Highest Ten Highest Yielding Dow Jones Industrial
Year Yielding DJIA Stocks DJIA Stocks Average (DJIA)
-------- ------------------------- -------------------- --------------------
<S> <C> <C> <C>
1/1/77 10,000 10,000 10,000
1977 10,346 9,944 8,730
1978 10,501 10,023 8,965
1979 11,767 11,429 9,908
1980 16,534 14,543 12,029
1981 17,163 15,648 11,620
1982 24,350 19,617 14,617
1983 33,143 27,218 18,371
1984 36,812 28,840 18,564
1985 50,742 37,334 24,649
1986 66,122 50,166 31,284
1987 73,435 53,186 33,168
1988 90,054 66,126 38,458
1989 99,536 82,512 50,653
1990 84,337 76,265 50,359
1991 136,575 103,515 62,410
1992 168,357 111,776 66,997
1993 226,490 142,246 78,212
1994 244,791 148,106 82,115
1995 319,231 202,283 112,079
1996 402,615 260,096 143,663
YTD 1997 416,988 261,969 147,412
</TABLE>
The chart above represents past performance of the DJIA, the Five Lowest
Priced Stocks of the Ten Highest Yielding DJIA Stocks and the Ten Highest
Yielding DJIA Stocks (but not the Trusts) and should not be considered
indicative of future results. Further, these results are hypothetical. The
chart assumes that all dividends during a year are reinvested at the end of
that year and does not reflect sales charges, commissions, expenses or taxes.
There can be no assurance that either Trust will outperform the DJIA over its
two year life or over consecutive rollover periods, if available.
The returns in the "Comparison of Total Return" table and the related chart
shown above are not guarantees of future performance and should not be used
as a predictor of returns to be expected in connection with a Trust
portfolio. It is important to note that the returns shown above are based on
the Five Lowest Priced of the Ten Highest Yielding DJIA Stocks and the Ten
Highest Yielding DJIA Stocks computed for each year during the periods
involved; however, because the Trusts have a term of approximately two years,
the portfolios of the Trusts will not be adjusted each year to reflect the
then current five lowest priced of the ten highest yielding stocks in the
DJIA or the then current ten highest yielding stocks in the DJIA. Both stock
prices (which may appreciate or depreciate) and dividends (which may be
increased, reduced or eliminated) will affect the returns. As indicated in
the previous table, both the Ten Highest Yielding DJIA Stocks and the Five
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<PAGE>
Lowest Priced Stocks of the Ten Highest Yielding DJIA Stocks underperformed
the DJIA in certain years, and there can be no assurance that a Trust's
portfolio will outperform the DJIA over the life of a Trust or over
consecutive rollover periods, if available. A Unitholder in a Trust would
not necessarily realize as high a total return on an investment in the stocks
upon which the returns shown above are based. The total return figures shown
above do not reflect sales charges, commissions, Trust expenses or taxes, and
a Trust may not be fully invested at all times.
Information on the DJIA contained in this Prospectus, as further updated, may
also be included from time to time in other prospectuses or in advertising
material. Information on the performance of the Trust strategies may be
included from time to time in other prospectuses or advertising material and
may reflect sales charges and expenses of the Trusts. The performance of the
Trusts or of the DJIA (provided information is also given reflecting the
performance of the Trusts in comparison to that index) may also be compared
to the performance of money managers as reported in SEI Fund Evaluation
Survey (the leading data base of tax-exempt assets consisting of over 4,000
portfolios with total assets of $250 billion) or of mutual funds as reported
by Lipper Analytical Services Inc. (which calculates total return using
actual dividends on ex-dates accumulated for the quarter and reinvested at
quarter end), Money Magazine Fund Watch (which rates fund performance over a
specified time period after sales charge and assuming all dividends
reinvested) or Wiesenberger Investment Companies Service (which states fund
performance annually on a total return basis) or of the New York Stock
Exchange Composite Index, the American Stock Exchange Index (unmanaged
indices of stocks traded on the New York and American Stock Exchanges,
respectively), the Dow Jones Industrial Average (an index of 30 widely traded
industrial common stocks) or the Standard & Poor's 500 Index (an unmanaged
diversified index of 500 stocks) or similar measurement standards during the
same period of time.
RISK FACTORS
The Trusts may be appropriate investment vehicles for investors who desire to
participate in a portfolio of equity securities with greater diversification
than they might be able to acquire individually. An investment in Units of a
Trust should be made with an understanding of the risks inherent in an
investment in equity securities, including the risk that the financial
condition of issuers of the Securities may become impaired or that the
general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and, thus,
in the value of the Units) or the risk that holders of common stock have a
right to receive payments from the issuers of those stocks that is generally
inferior to that of creditors of, or holders of debt obligations issued by,
the issuers and that the rights of holders of common stock generally rank
inferior to the rights of holders of preferred stock. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perceptions of
the issuers change. These perceptions are based on unpredictable factors
including expectations regarding government, economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction,
and global or regional political, economic or banking crises.
Holders of common stock incur more risk than the holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity,
have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of, debt obligations
or preferred stock issued by the issuer. Holders of common stock of the type
held by the portfolio have a right to receive dividends only when and if, and
in the amounts, declared by the issuer's board of directors and to
participate in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for. By contrast,
holders of preferred stock have the right to receive dividends at a fixed
rate when and as declared by the issuer's board of directors, normally on a
cumulative basis, but do not participate in other amounts available for
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<PAGE>
distribution by the issuing corporation. Cumulative preferred stock
dividends must be paid before common stock dividends and any cumulative
preferred stock dividend omitted is added to future dividends payable to the
holders of cumulative preferred stock. Preferred stocks are also entitled to
rights on liquidation which are senior to those of common stocks. Moreover,
common stocks do not represent an obligation of the issuer and therefore do
not offer any assurance of income or provide the degree of protection of
capital debt securities. Indeed, the issuance of debt securities or even
preferred stock will create prior claims for payment of principal, interest,
liquidation preferences and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its
common stock or the rights of holders of common stock with respect to assets
of the issuer upon liquidation or bankruptcy. Further, unlike debt
securities which typically have a stated principal amount payable at maturity
(whose value, however, will be subject to market fluctuations prior thereto),
common stocks have neither a fixed principal amount nor a maturity and have
values which are subject to market fluctuations for as long as the stocks
remain outstanding. The value of the Securities in the portfolios thus may
be expected to fluctuate over the entire life of the Trusts to values higher
or lower than those prevailing on the Initial Date of Deposit.
Whether or not the Securities are listed on a national security exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the
Securities. There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, 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 the Trusts
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 the Trusts 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 the Trusts 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.
From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. Enactment into law of a proposal to reduce the
rate would adversely affect the after-tax return to investors who can take
advantage of the deduction. Unitholders are urged to consult their own tax
advisers. Further, at any time after the Initial Date of Deposit, litigation
may be initiated on a variety of grounds, or legislation may be enacted with
respect to the Securities in the Trusts or the issuers of the Securities.
There can be no assurance that future litigation or legislation will not have
a material adverse effect on a Trust or will not impair the ability of
issuers to achieve their business goals.
FEDERAL TAX STATUS
General. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the
Units of each Trust. The summary is limited to investors who hold the Units
as capital assets (generally, property held for investment) within the
meaning of Section 1221 of the Internal Revenue Code of 1986 (the "Code").
14
<PAGE>
Unitholders should consult their tax advisers in determining the federal,
state, local and any other tax consequences of the purchase, ownership and
disposition of Units in the Trust. For purposes of the following discussion
and opinion, it is assumed that each Security is equity for federal income
tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. Each Trust is not an association taxable as a corporation for
federal income tax purposes; each Unitholder will be treated as the owner
of a pro rata portion of each of the assets of a Trust under the Code;
and the income of such Trust will be treated as income of the Unitholders
thereof under the Code. Each Unitholder will be considered to have
received his pro rata share of income derived from the Trust asset when
such income is considered to be received by such Trust.
2. Each Unitholder will be considered to have received all of the
dividends paid on his pro rata portion of each Security when such
dividends are received by a Trust regardless of whether such dividends
are used to pay a portion of the deferred sales charge. Unitholders will
be taxed in this manner regardless of whether distributions from such
Trust are actually received by the Unitholder or are automatically
reinvested (see "Unitholders-Distribution Reinvestment").
3. Each Unitholder will have a taxable event when a Trust disposes
of a Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by such
Unitholder (except to the extent an in kind distribution of stocks is
received by such Unitholder as described below). The price a Unitholder
pays for his Units is allocated among his pro rata portion of each
Security held by such Trust (in proportion to the fair market values
thereof on the valuation date closest to the date the Unitholder
purchases his Units) in order to determine his tax basis for his pro rata
portion of each Security held by such Trust. It should be noted that
certain legislative proposals have been made which could affect the
calculation of basis for Unitholders holding securities that are
substantially identical to the Securities. Unitholders should consult
their own tax advisers with regard to the calculation of basis. For
federal income tax purposes, a Unitholder's pro rata portion of
dividends, as defined by Section 316 of the Code, paid by a corporation
with respect to a Security held by a Trust is taxable as ordinary income
to the extent of such corporation's current and accumulated "earnings and
profits." A Unitholder's pro rata portion of dividends paid on such
Security which exceed such current and accumulated earnings and profits
will first reduce a Unitholder's tax basis in such Security, and to the
extent that such dividends exceed a Unitholder's tax basis in such
Security shall generally be treated as capital gain. In general, any
such capital gain will be short-term unless a Unitholder has held his
Units for more than one year.
4. A Unitholder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital gain except in the case of a dealer or
a financial institution and, in general, will be long-term if the
Unitholder has held his Units for more than one year (the date on which
the Units are acquired (i.e., the "trade date") is excluded for purposes
of determining whether the Units have been held for more than one year).
A Unitholder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Trust will generally be
considered a capital loss (except in the case of a dealer or a financial
institution) and, in general, will be long-term if the Unitholder has
held his Units for more than one year. Unitholders should consult their
tax advisors regarding the recognition of such capital gains and losses
for federal income tax purposes. In particular, a Rollover Unitholder
should be aware that a Rollover Unitholder's loss, if any, incurred in
connection with the exchange of Units for units in either new series of a
Trust (the "1998 Fund" and the "1999 Fund") will generally be disallowed
15
<PAGE>
with respect to the disposition of any Securities pursuant to such
exchange to the extent that such Unitholder is considered the owner of
substantially identical securities under the wash sale provisions of the
Code taking into account such Unitholders deemed ownership of the
securities underlying the Units in the 1998 or 1999 Fund in the manner
described above, if such substantially identical securities were acquired
within a period beginning 30 days before and ending 30 days after such
disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized.
Deferred Sales Charge. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for a Trust is deferred. It is possible that for federal income tax
purposes a portion of the deferred sales charge may be treated as interest
which would be deductible by a Unitholder subject to limitations on the
deduction of investment interest. In such a case, the non-interest portion
of the deferred sales charge would be added to the Unitholder's tax basis in
his Units. The deferred sales charge could cause the Unitholder's Units to
be considered to be debt-financed under Section 246A of the Code which would
result in a small reduction of the dividends-received deduction. In any
case, the income (or proceeds from redemption) a Unitholder must take into
account for federal income tax purposes is not reduced by amounts deducted to
pay the deferred sales charge. Unitholders should consult their own tax
advisers as to the income tax consequences of the deferred sales charge.
Dividends Received Deduction. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by a Trust (to the extent
such dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate shareholders, such as "S" corporations, which are not eligible for
the deduction because of their special characteristics and other than for
purposes of special taxes such as the accumulated earnings tax and the
personal holding corporation tax). However, a corporation owning Units
should be aware that Sections 246 and 246A of the Code impose additional
limitations on the eligibility of dividends for the 70% dividends received
deduction. These limitations include a requirement that stock (and therefore
Units) must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have been issued which address
special rules that must be considered in determining whether the 46 day
holding period requirement is met. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Unitholder owns certain
stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with
respect to the limitations on and possible modifications to the dividends
received deduction.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid
directly by him. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses will be
deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat
some or all of the expenses of such Trust as miscellaneous itemized
deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a Trust
or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by a Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). For
16
<PAGE>
taxpayers other than corporations, net capital gains (which is defined as net
long-term capital gain over net short-term capital loss for a taxable year)
are subject to a maximum marginal stated tax rate of 28%. However, it should
be noted that legislative proposals are introduced from time to time that
affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax rates on
ordinary income while capital gains remained subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders
and prospective investors should consult with their tax advisers regarding
the potential effect of this provision on their investment in Units.
If a Unitholder disposes of a Unit, he is deemed thereby to dispose of his
entire pro rata interest in all assets of the Trust involved including his
pro rata portion of all Securities represented by a Unit.
Legislative proposals have been made that would treat certain transactions
designed to reduce or eliminate risk of loss and opportunities for gain as
constructive sales for purposes of recognition of gain (but not loss).
Unitholders should consult their own tax advisers with regard to any
constructive sale rules.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of a Trust. As discussed in "Redemption," under certain
circumstances a Unitholder tendering Units for redemption may request an In
Kind Distribution. A Unitholder may also under certain circumstances request
an In Kind Distribution upon termination of a Trust. See "Administration of
the Trusts-Amendment and Termination." The Unitholder requesting an In Kind
Distribution will be liable for expenses related thereto (the "Distribution
Expenses") and the amount of such In Kind Distribution will be reduced by the
amount of the Distribution Expenses. See "Redemption." As previously
discussed, prior to the redemption of Units or the termination of a Trust, a
Unitholder is considered as owning a pro rata portion of each of such Trust's
assets for federal income tax purposes. The receipt of an In Kind
Distribution will result in a Unitholder receiving an undivided interest in
whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In Kind Distribution
with respect to each Security held by a Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held
by a Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security held by a Trust, such Unitholder will
generally recognize gain or loss based on the difference between the amount
of cash received by the Unitholder and his tax basis in such fractional share
of a Security held by such Trust.
Because a Trust will own many Securities, a Unitholder who requests an In
Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by such Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or
loss) recognized under the rules described above by such Unitholder with
respect to each Security owned by such Trust. Unitholders who request an In
Kind Distribution are advised to consult their tax advisers in this regard.
17
<PAGE>
As discussed in "Interim and Final Redemption and Rollover in New Trusts," a
Unitholder may elect to become a Rollover Unitholder. To the extent a
Rollover Unitholder exchanges his Units for Units of the 1998 or 1999 Fund in
a taxable transaction, such Unitholder will recognize gains, if any, but
generally will not be entitled to a deduction for any losses recognized upon
the disposition of any Securities pursuant to such exchange to the extent
that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account
such Unitholder's deemed ownership of the securities underlying the Units in
the 1998 or 1999 Fund in the manner described above, if such substantially
identical securities were acquired within a period beginning 30 days before
and ending 30 days after such disposition under the wash sale provisions
contained in Section 1091 of the Code. In the event a loss is disallowed
under the wash sale provisions, special rules contained in Section 1091 (d)
of the Code apply to determine the Unitholder's tax basis in the securities
acquired. Rollover Unitholders are advised to consult their tax advisers.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder for
his Units. The cost of the Units is allocated among the Securities held in a
Trust in accordance with the proportion of the fair market values of such
Securities on the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of
each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by a Trust will be reduced to the extent dividends paid with respect to
such Security are received by such Trust which are not taxable as ordinary
income as described above.
Other Matters. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by a
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by a Trust
(other than those that are not treated as United States source income, if
any) will generally be subject to United States income taxation and
withholding in the case of Units held by nonresident alien individuals,
foreign corporations or other non-United States persons. Such persons should
consult their tax advisers.
At the termination of a Trust, the Trustee will furnish to each Unitholder of
such Trust a statement containing information relating to the dividends
received by such Trust on the Securities, the gross proceeds received by such
Trust from the disposition of any Security (resulting from redemption or the
sale of any Security), and the fees and expenses paid by such Trust. The
Trustee will also furnish annual information returns to Unitholders and to
the Internal Revenue Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.
The foregoing discussion relates only to the tax treatment of United States
Unitholders with regard to United States federal income taxes; Unitholders
may be subject to foreign, state and local taxation. Unitholders should
consult their tax advisers regarding potential foreign, state or local
taxation with respect to the Units.
18
<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. The Public Offering Price per Unit of each Trust is
based on the aggregate underlying value of the Securities in such Trust plus
the initial sales charge described below. The initial sales charge for each
Trust is equal to 1.00% of the Public Offering Price. Based on the Public
Offering Price on the business day prior to the Initial Date of Deposit the
maximum sales charge for both The 5 and The 10 is 4.5% of the Public Offering
Price (equivalent to 4.712% of the net amount invested). To the extent the
Public Offering Price increases or decreases, the total sales charge
percentage will decrease or increase, respectively, from those amounts
indicated. On the first day of October 1997 through May 31, 1998 and again
on the first day of September, 1998 through June 30, 1999 a deferred sales
charge of $0.0175 per Unit will also be assessed for The 5 and The 10. The
total amount of the deferred sales charge payments for The 5 and The 10 will
be $0.35 per Unit. Unitholders who redeem their Units on or before August
15, 1998 will not be assessed the deferred sales charge commencing September
1, 1998. The total amount of deferred sales charge payments for The 5 and
The 10 will be $0.175 per Unit per year. Units purchased subsequent to the
initial deferred sales charge payment will be subject to the initial sales
charge and the remaining deferred sales charge payments. Units sold or
redeemed prior to such time as the entire applicable deferred sales charge
has been collected will be assessed the remaining deferred sales charge at
the time of such sale or redemption.
Subsequent to the Initial Date of Deposit, the initial sales charge for each
Trust will vary with changes in the aggregate value of the Securities. The
deferred sales charge payments for each Trust will be paid from funds in the
Capital Account of such Trust, if sufficient, or from the periodic sale of
Securities from such Trust. In addition, a pro rata portion of the cash, if
any, in the Income and Capital Accounts of a Trust will be added to the
Public Offering Price per Unit of such Trust. If Units of a Trust were
purchased on the Initial Date of Deposit and held until the mandatory
termination of such Trust, the total sales charge paid would be that amount
set forth below.
The sales charges for each Trust will be reduced on a graduated basis as set
forth in the following table:
<TABLE>
<CAPTION>
DEFERRED DEFERRED
SALES CHARGE SALES CHARGE
PRIOR TO INTERIM AFTER INTERIM
INITIAL REDEMPTION REDEMPTION
SALES AND ROLLOVER AND ROLLOVER MAXIMUM
CHARGE PERIOD PERIOD TOTAL SALES CHARGE**
------------ -------------- -------------- -------------------------------
PERCENT OF DOLLAR DOLLAR PERCENT OF PERCENT OF
OFFERING AMOUNT AMOUNT OFFERING NET AMOUNT
NUMBER OF UNITS* PRICE PER UNIT PER UNIT PRICE INVESTED
- ------------------- ------------ -------------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Less than 5,000 1.00% $0.175 $0.175 4.50% 4.712%
5,000-9,999 0.75% $0.175 $0.175 4.25% 4.439%
10,000-14,999 0.50% $0.175 $0.175 4.00% 4.167%
15,000 or more 0.20% $0.175 $0.175 3.70% 3.842%
</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.
19
<PAGE>
** Because the deferred sales charge for each Trust is actually a fixed
dollar amount equal to $0.175 per Unit per year, the maximum total sales
charge will exceed the percentage stated above if the price of Units is
less than $10 and will be less than the percentage stated above if the
price of Units is greater than $10.
Units may be purchased in the primary or secondary market at the Public
Offering Price less the concession the Sponsor typically allows to dealers
and other selling agents for purchases (see "Public Distribution of Units")
by 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 Kemper Equity Portfolio Trust series and unitholders of
any Ranson or EVEREN common stock unit investment trust series (including
Defined Growth Strategy 5 and Defined Growth Strategy 10 series) may utilize
their redemption or termination proceeds to purchase Units of the Trusts
subject only to the deferred sales charge described herein.
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 only to the deferred sales charge described herein.
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 price determination as of the opening
of business on the Initial Date of Deposit was made on the basis of an
evaluation of the Securities in each Trust prepared by the Trustee. After
the opening of business on the Initial Date of Deposit, the Evaluator will
appraise or cause to be appraised daily the value of the underlying
Securities as of 3:15 P.M. Central time on days the New York Stock Exchange
is open and will adjust the Public Offering Price of the Units commensurate
with such valuation. Such Public Offering Price will be effective for all
orders received at or prior to 3:15 p.m. Central Time on each such day.
Orders received by the Trustee, Sponsor 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 the New York Stock Exchange 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
each Trust will be distributed to the public at the Public Offering Price
thereof. Upon the completion of the initial offering, Units which remain
unsold or which may be acquired in the secondary market (see "Market for
Units") may be offered at the Public Offering Price determined in the manner
provided above.
20
<PAGE>
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 assets of the
Trusts. These programs will not change the price Unitholders pay for their
Units or the amount that the Trusts will receive from the Units sold. The
difference between the discount and the sales charge will be retained by the
Sponsor.
<TABLE>
<CAPTION>
COMMISSION PRIOR TO INTERIM
REDEMPTION AND ROLLOVER COMMISSION AFTER INTERIM
PERIOD REDEMPTION AND ROLLOVER PERIOD
-------------------------------------- --------------------------------------
PRIMARY MARKET FIRM PRIMARY MARKET FIRM
SALES OR SALES OR
ARRANGEMENTS ARRANGEMENTS
(VOLUME (VOLUME
CONCESSIONS IN CONCESSIONS IN
REGULAR $1000)** REGULAR $1000)**
CONCESSION --------------------- CONCESSION ---------------------
OR AGENCY $500- $1,000 OR AGENCY $500- $1,000
NUMBER OF UNITS* COMMISSION $999 OR MORE COMMISSION $999 OR MORE
- ----------------- ------------ --------- ------- ------------ --------- -------
<S> <C> <C> <C> <C> <C> <C>
Less than 5,000 2.00% 2.05% 2.10% $0.110 $0.115 $0.120
5,000 but less than 10,000 1.80 1.85 1.90 0.110 0.115 0.120
10,000 but less than 15,000 1.60 1.65 1.70 0.110 0.115 0.120
15,000 or more 1.40 1.45 1.45 0.110 0.115 0.120
Rollover Sales 1.10 1.20 1.20 0.110 0.115 0.120
</TABLE>
- -------------------------
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
21
<PAGE>
** Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor through July 31, 1997 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 after July 31, 1997 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 Ranson equity trust series issued
simultaneously can be combined for the purposes of achieving the volume
discount. Only sales through Ranson qualify for volume discounts and
secondary purchases do not apply. The Sponsor 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.
A special additional payment of 0.25%, 0.30% or 0.35% in lieu of the volume
concessions noted above will be made to firms whose sales of The 5 and The 10
combined, including future series of The 5 or The 10, exceed $3.5 million,
$5.0 million or $7.0 million, respectively, during any calendar month. A
firm may also earn the above special payment for all sales of The 5 or The 10
to the extent that it was not otherwise earned, by achieving monthly average
sales of The 5 and The 10, including future series of The 5 and The 10, equal
to the above sales amounts during the period July 1997 through December 1997.
Rollover sales will count toward a firm achieving the aforementioned total
sales, however, such rollover sales will not be eligible for the special
additional payment.
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 the Trusts 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 a 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 the Trusts.
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 closing sale prices of the
Securities. To the extent that a market is maintained during the initial
offering period, the prices at which Units will be repurchased will be based
upon the aggregate closing sale prices of the Securities in the Trusts.
Accordingly, Unitholders who wish to dispose of their Units should inquire of
their broker as to current market prices in order to determine whether there
is in existence any price in excess of the Redemption Price and, if so, the
amount thereof. Unitholders who sell or redeem Units prior to such time as
the entire applicable deferred sales charge on such Units has been collected
will be assessed the amount of the remaining deferred sales charge at the
time of such sale or redemption. The offering price of any Units resold by
the Sponsor will be in accord with that described in the currently effective
prospectus describing such Units. Any profit or loss resulting from the
resale of such Units will belong to the Sponsor. The Sponsor may suspend or
discontinue purchases of Units of the Trusts if the supply of Units exceeds
demand, or for other business reasons.
22
<PAGE>
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its unit investment trust office in the
city of New York and, in the case of Units evidenced by a certificate, by
tendering such certificate to the Trustee, properly endorsed or accompanied
by a written instrument or instruments of transfer in a 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 no later than the seventh calendar
day following the day on which a tender for redemption is received (the
"Redemption Date"), or if the seventh calendar day is not a business day, on
the first business day prior thereto, by payment of cash equivalent to the
Redemption Price for each 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 a 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. Unitholders who sell or redeem Units prior to such time as the
entire applicable deferred sales charge on such Units has been collected will
be assessed the amount of the remaining deferred sales charge at the time of
such sale or redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder only when filing a tax return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, any time a Unitholder elects to tender
Units for redemption, such Unitholder should make sure that the Trustee has
been provided a certified tax identification number in order to avoid this
possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one must be provided at the time redemption
is requested.
Any amounts paid on redemption representing unpaid dividends shall be
withdrawn from the Income Account of the appropriate Trust to the extent that
funds are available for such purpose. All other amounts paid on redemption
shall be withdrawn from the Capital Account for the appropriate 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.
23
<PAGE>
Unitholders tendering Units for redemption may request a distribution in kind
(a "Distribution In Kind") from the Trustee in lieu of cash redemption. A
Unitholder may request a Distribution In Kind of an amount and value of
Securities per Unit equal to the Redemption Price per Unit as determined as
of the evaluation time next following the tender, provided that the tendering
Unitholder is (1) entitled to receive at least $25,000 of proceeds as part of
his or her distribution or if he paid at least $25,000 to acquire the Units
being tendered and (2) the Unitholder has elected to redeem prior to the date
specified under "Redemption In Kind" under "Summary" in this Prospectus. If
the Unitholder meets these requirements, a Distribution In Kind will be made
by the Trustee through the distribution of each of the Securities of a Trust
in book entry form to the account of the Unitholder's bank or broker-dealer
at Depository Trust Company. The tendering Unitholder shall be entitled to
receive whole shares of each of the Securities comprising the portfolio of
such Trust and cash from the Capital Account equal to the fractional shares
to which the tendering Unitholder is entitled. Unitholders who redeem Units
prior to such time as the entire applicable deferred sales charge on such
Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of such redemption. The Trustee shall make
any adjustments necessary to reflect differences between the Redemption Price
of the Units and the value of the Securities distributed in kind as of the
date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may
sell Securities. The in kind redemption option may be terminated by the
Sponsor on a date other than that specified under "Redemption In Kind" under
"Summary" in this Prospectus upon notice to the Unitholders prior to the
specified date.
To the extent that Securities are redeemed in kind or sold, the size (and
possibly the diversity) of a Trust will be reduced but each remaining Unit
will continue to represent approximately the same proportional interest in
each Security. Sales may be required at a time when Securities would not
otherwise be sold and may result in lower prices than might otherwise be
realized. The price received upon redemption may be more or less than the
amount paid by the Unitholder depending on the value of the Securities in the
portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than
customary weekend and holiday closings, or during which (as determined by the
Securities and Exchange Commission) trading on the New York Stock Exchange is
restricted; (2) for any period during which an emergency exists as a result
of which disposal by the Trustee of Securities is not reasonably practicable
or it is not reasonably practicable to fairly determine the value of the
underlying Securities in accordance with the Trust Agreement; or (3) for such
other period as the Securities and Exchange Commission may by order permit.
The Trustee is not liable to any person in any way for any loss or damage
which may result from any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as
the secondary market Public Offering Price) will generally be determined on
the basis of the closing sale price of the Securities in a Trust. On the
Initial Date of Deposit, the Public Offering Price per Unit (which is based
on the closing sale prices of the Securities and includes the sales charge)
exceeded the value at which Units could have been redeemed by the amount
shown under "Essential Information." While the Trustee has the power to
determine the Redemption Price per Unit when Units are tendered for
redemption, such authority has been delegated to the Evaluator which
determines the price per Unit on a daily basis. The Redemption Price per
Unit is the pro rata share of each Unit in a Trust determined on the basis of
(i) the cash on hand in the Trust or moneys in the process of being collected
and (ii) the value of the Securities in the Trust less (a) amounts
24
<PAGE>
representing taxes or other governmental charges payable out of the Trust,
(b) any amount owing to the Trustee for its advances and (c) the accrued
expenses of the Trust. The Evaluator may determine the value of the
Securities in 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 system,
the evaluation will generally be made by the Evaluator in good faith based on
the last bid price on the over-the-counter market (unless the Evaluator deems
such price inappropriate as a basis for evaluation) or, if a bid price is not
available, (1) on the basis of the current bid price for comparable
securities, (2) by the Evaluator's appraising the value of the Securities in
good faith at the bid side of the market or (3) by any combination thereof.
Any such evaluation made during the initial offering period will be made
based on the ask price of any applicable Securities. See "Public Offering of
Units-Public Offering Price."
INTERIM AND FINAL REDEMPTION AND ROLLOVER IN NEW TRUSTS
It is expected that a special redemption will be made of all Units of the
Trusts held by any Unitholder (a "Rollover Unitholder") who affirmatively
notifies the Trustee in writing that he desires to rollover his Units in the
Trusts by the end of the Interim Redemption and Rollover Period or by the
Final Redemption and Rollover Date specified in "Essential Information".
Rollover Unitholders who rollover Units in connection with the Interim
Redemption and Rollover Period are referred to herein as "Interim Rollover
Unitholders," while Rollover Unitholders who rollover Units in connection
with the Final Redemption and Rollover Date are referred to herein as "Final
Rollover Unitholders."
All Units of Interim and Final Rollover Unitholders will be redeemed on the
Interim Redemption and Rollover Period or the Final Redemption and Rollover
Date, respectively, and the underlying Securities will be distributed to the
Distribution Agent on behalf of such Rollover Unitholders. During the
Interim Redemption and Rollover Period and on the Final Redemption and
Rollover Date the Distribution Agent will be required to sell all of the
underlying Securities on behalf of Interim and Final Rollover Unitholders as
applicable. The sales proceeds will be net of brokerage fees, governmental
charges or any expenses involved in the sales.
The Distribution Agent will attempt to sell the Securities as quickly as is
practicable during the Interim Redemption and Rollover Period and on the
Final Redemption and Rollover Date. The Sponsor does not anticipate that the
Interim Redemption and Rollover Period will be longer than the period set
forth under "Essential Information" or that the Final Redemption and Rollover
selling period will be longer than one day given that the Securities are
usually highly liquid. 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.
Pursuant to an exemptive order from the Securities and Exchange Commission,
each terminating Trust (and the Distribution Agent on behalf of Rollover
Unitholders) may sell Securities to the 1998 Fund or the 1999 Fund if those
Securities continue to meet the individual Trust's strategy as set forth
under "The Fund." The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those Securities will
be the closing sale price on the sale date on the exchange where the
Securities are principally traded, as certified by the Sponsor and confirmed
by the Trustee of each Trust.
25
<PAGE>
The Interim Rollover Unitholders' proceeds will be invested in the next
subsequent series of the Trusts (the "1998 Fund"), if then being offered, the
portfolios of which will contain either the five lowest priced stocks of the
ten highest yielding stocks in the Dow Jones Industrial Average or the ten
highest yielding stocks in the Dow Jones Industrial Average, as the case may
be, as of the close of business on the day prior to the initial date of
deposit of the 1998 Fund. The proceeds of redemption will be used to buy
1998 Fund units in the appropriate portfolio as the proceeds become
available. Interim Rollover Unitholders will not be assessed the deferred
sales charge payments remaining after the Interim Redemption and Rollover
Period.
The Final Rollover Unitholders' proceeds will be invested in the following
subsequent series of the Trusts (the "1999 Fund"), if then being offered, the
portfolios of which will contain either the five lowest priced stocks of the
ten highest yielding stocks in the Dow Jones Industrial Average or the ten
highest yielding stocks in the Dow Jones Industrial Average, as the case may
be, as of the close of business on the day prior to the initial date of
deposit of the 1999 Fund. The proceeds of redemption will be used to buy
1999 Fund units in the appropriate portfolio as the proceeds become
available.
The Sponsor intends to create the 1998 and 1999 Funds shortly prior to the
Interim Redemption and Rollover Period and the Final Redemption Date,
dependent upon the availability and reasonably favorable prices of the
Securities included in the 1998 and 1999 Fund portfolios, and it is intended
that Rollover Unitholders will be given first priority to purchase the 1998
and 1999 Fund units. There can be no assurance, however, as to the exact
timing of the creation of the 1998 and 1999 Funds or the aggregate number of
units in each trust portfolio which the Sponsor will create. The Sponsor
may, in its sole discretion, stop creating new units in each trust portfolio
at any time it chooses, regardless of whether all proceeds of the Interim or
Final Redemption and Rollover have been invested on behalf of Rollover
Unitholders. Cash which has not been invested on behalf of the Rollover
Unitholders in 1998 and 1999 Fund units will be distributed shortly after the
Interim Redemption and Rollover Period or the Final Redemption and Rollover
Date.
Any Rollover Unitholder may then be redeemed out of the Fund and become a
holder of an entirely different unit investment trust in the 1998 or 1999
Fund with a different portfolio of Securities. The Rollover Unitholders'
Units will be redeemed and the distributed Securities shall be sold during
the Interim Redemption and Rollover Period or on the Final Redemption and
Rollover Date. In accordance with the Rollover Unitholders' offer to
purchase the 1998 or 1999 Fund units, the proceeds of the sales (and any
other cash distributed upon redemption) will be invested in the 1998 or 1999
Fund in the appropriate portfolio at the public offering price, including the
applicable sales charge per Unit (which for Rollover Unitholders is currently
expected to be 1.75% of the Public Offering Price of the 1998 or 1999 Fund
units per unit per year).
This process of redemption and rollover into a new trust is intended to allow
for the fact that the portfolios selected by the Sponsor are chosen on the
basis of growth and income potential only for the near term, at which point a
new portfolio is chosen. It is contemplated that a similar process of
redemption and rollover in new unit investment trusts will be available for
the 1998 and 1999 Funds and each subsequent series of the Fund, approximately
a year after that Series' creation.
There can be no assurance that the redemption and rollover in a new trust
will avoid any negative market price consequences stemming from the trading
of large volumes of securities and of the underlying Securities. The above
procedures may be insufficient or unsuccessful in avoiding such price
consequences. In fact, market price trends may make it advantageous to sell
or buy more quickly or more slowly than permitted by these procedures.
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It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Interim or Final Redemption and Rollover but, in certain
circumstances, will not be entitled to a deduction for certain capital losses
and, due to the procedures for investing in the subsequent Trust, no cash
would be distributed at that time to pay any taxes. Included in the cash for
the Interim and Final Redemption and Rollover will be any amount of cash
attributable to the last distribution of dividend income; accordingly,
Rollover Unitholders also will not have such cash distributed to pay any
taxes. See "Federal Tax Status". Unitholders who do not inform the
Distribution Agent that they wish to have their Units so redeemed and
liquidated will not realize capital gains or losses due to the Interim and
Final Redemption and Rollover and will not be charged any additional sales
charge.
The Sponsor may for any reason, in its sole discretion, decide not to sponsor
the 1998 or 1999 Fund or any subsequent series of the Fund, without penalty
or incurring liability to any Unitholder. If the Sponsor so decides, the
Sponsor shall notify the Unitholders before the Interim Redemption and
Rollover Period or the Final Redemption and Rollover Date would have
commenced. The Sponsor may modify the terms of the 1998 or 1999 Fund or any
subsequent series of the Fund. The Sponsor may also modify the terms of the
Interim and Final Redemption and Rollover in the 1998 and 1999 Fund upon
notice to the Unitholders.
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 can not 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
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Trustee and on any certificate representing the Units to be transferred.
Such signatures must be guaranteed as stated under "Redemption-General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to each Trust's
minimum investment requirement of 100 Units or $1,000. Fractions of Units,
if any, will be computed to three decimal places. Any certificate issued
will be numbered serially for identification, issued in fully registered form
and will be transferable only on the books of the Trustee. The Trustee may
require a Unitholder to pay a reasonable fee, to be determined in the sole
discretion of the Trustee, for each certificate re-issued or transferred and
to pay any governmental charge that may be imposed in connection with each
such transfer or interchange. The Trustee at the present time does not
intend to charge for the normal transfer or interchange of certificates.
Destroyed, stolen, mutilated or lost certificates will be replaced upon
delivery to the Trustee of satisfactory indemnity (generally amounting to 3%
of the market value of the Units), affidavit of loss, evidence of ownership
and payment of expenses incurred.
DISTRIBUTIONS TO UNITHOLDERS. Dividend 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 the Trust. Income received by a Trust
will be distributed on or shortly after the Record and Computation Dates of
each year on a pro rata basis to Unitholders of record as of the preceding
Record and Computation Date. All distributions will be net of applicable
expenses. There is no assurance that any actual distributions will be made
since all dividends received may be used to pay expenses. in addition, if the
balance of the Capital Account of a Trust exceeds 1% of the net assets of
such Trust, the balance of such Account will be distributed on the fifteenth
day of the subsequent month to Unitholders of record on the first day of such
month. Proceeds received from the disposition of any of the Securities after
a Record and Computation Date and prior to the following Distribution Date
will be held in the Capital Account and not distributed until the next
Distribution Date applicable to the Capital Account. The Trustee shall be
required to make a distribution from the Capital Account as described under
"Essential Information." The Trustee is not required to pay interest on funds
held in the Capital or income Accounts (but may itself earn interest thereon
and therefore benefits from the use of such funds). The Trustee is
authorized to reinvest any funds held in the Capital or Income Accounts,
pending distribution, in U.S. Treasury obligations which mature on or before
the next applicable Distribution Date. Any obligations so acquired must be
held until they mature and proceeds therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on
the following Distribution Date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share
of the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trusts at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. A person will
become the owner of Units, and thereby a Unitholder of record, on the date of
settlement provided payment has been received. Notification to the Trustee
of the transfer of Units is the responsibility of the purchaser, but in the
normal course of business such notice is provided by the selling broker-
dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of each Trust and, to the extent funds are not sufficient therein,
from the Capital Account of such Trust amounts necessary to pay the expenses
of such Trust (as determined on the basis set forth under "Expenses of the
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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 the related Trust without an initial 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
should inform their broker at the time of purchase or should file with the
Program Agent referred to below a written notice of election.
Unitholders who are receiving distributions in cash may elect to participate
in distribution reinvestment by filing with the Program Agent an election to
have such distributions reinvested without charge. Such election must be
received by the Program Agent at least ten days prior to the Record and
Computation Date applicable to any distribution in order to be in effect for
such Record 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 a Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless
the Sponsor determines that such an audit would not be in the best interest
of the Unitholders of 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 the Trust and for
redemptions of Units, if any; and (3) the balance remaining after such
distributions and deductions, expressed in each case both as a total
dollar amount and as a dollar amount representing the pro rata share of
each Unit outstanding on the last business day of such calendar year;
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B. As to the Capital Account: (1) the dates of disposition of any
Securities and the net proceeds received therefrom; (2) deductions for
payment of applicable taxes and fees and expenses of the Trust held for
distribution to Unitholders of record as of a date prior to the
determination; and (3) the balance remaining after such distributions and
deductions expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; and
C. The following information: (1) a list of the Securities as of the last
business day of such calendar year; (2) the number of Units outstanding
on the last business day of such calendar year; (3) the Redemption Price
based on the last evaluation made during such calendar year; and (4) the
amount actually distributed during such calendar year from the Income and
Capital Accounts separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on the Record Dates
for each such distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the
Trustee for redemption. The death or incapacity of any Unitholder will not
operate to terminate a Trust nor entitle legal representatives or heirs to
claim an accounting or to bring any action or proceeding in any court for
partition or winding up of a Trust.
No Unitholder shall have the right to control the operation and management of
a Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of such Trust.
INVESTMENT SUPERVISION
The Trusts are unit investment trusts and are not "actively managed" funds.
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 portfolios of the Trusts,
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 portfolios.
The Trust Agreement provides that the Sponsor may (but need not) direct the
Trustee to dispose of a Security in certain events such as the issuer having
defaulted on the payment on any of its outstanding obligations or the price
of a Security has declined to such an extent or other such credit factors
exist so that in the opinion of the Sponsor the retention of such Securities
would be detrimental to a Trust. Pursuant to the Trust Agreement and with
limited exceptions, the Trustee may sell any securities or other properties
acquired in exchange for Securities such as those acquired in connection with
a merger or other transaction. If offered such new or exchanged securities
or property, the Trustee shall reject the offer. However, in the event such
securities or property are nonetheless acquired by a Trust, they may be
accepted for deposit in such Trust and either sold by the Trustee or held in
such Trust pursuant to the direction of the Sponsor. Proceeds from the sale
of Securities (or any securities or other property received by a Trust in
exchange for Securities) are credited to the Capital Account for distribution
to Unitholders or to meet redemptions. Except as stated under "The Fund" for
failed securities or under "Unitholders-Distributions to Unitholders" for
short term investment in U.S. Treasury obligations 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.
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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 each Trust. Such
books and records shall be open to inspection by any Unitholder of each Trust
at all reasonable times during usual business hours. The Trustee shall make
such annual or other reports as may from time to time be required under any
applicable state or federal statute, rule or regulation. The Trustee shall
keep a certified copy or duplicate original of the Trust Agreement on file in
its office available for inspection at all reasonable times during usual
business hours by any Unitholder, together with a current list of the
Securities held in each Trust. Pursuant to the Trust Agreement, the Trustee
may employ one or more agents for the purpose of custody and safeguarding of
Securities comprising the Trusts.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of
resignation to all Unitholders then of record, not less than sixty days
before the date specified in such notice when such resignation is to take
effect. The Sponsor upon receiving notice of such resignation is obligated
to appoint a successor trustee promptly. If, upon such resignation, no
successor trustee has been appointed and has accepted the appointment within
thirty days after notification, the retiring Trustee may apply to a court of
competent jurisdiction for the appointment of a successor. The Sponsor may
at any time remove the Trustee, with or without cause, and appoint a
successor trustee as provided in the Trust Agreement. Notice of such removal
and appointment shall be mailed to each Unitholder by the Sponsor. Upon
execution of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the original
Trustee shall vest in the successor. The Trustee must be a corporation
organized under the laws of the United States, or any state thereof, be
authorized under such laws to exercise trust powers and have at all times an
aggregate capital, surplus and undivided profits of not less than $5,000,000.
THE 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 &
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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 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
issuable thereunder or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in a Trust,
except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unitholders of the substance of any such amendment.
The Trust Agreement provides that each Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities
held in such Trust but in no event is it to continue beyond the Mandatory
Termination Date set forth under "Essential Information." 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 a 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.
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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
each Trust. The Sponsor has agreed to assist the Trustee in these sales.
The sale proceeds will be net of any incidental expenses involved in the
sales.
In the event of termination of a Trust, written notice thereof will be sent
by the Trustee to all Unitholders of such Trust. Within a reasonable period
after termination of a Trust the Trustee will sell any Securities remaining
in such 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.
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 the Trusts.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000
in any single calendar year for any Trust. The Trustee's fee which is
calculated monthly is based on the largest number of Units in each Trust
outstanding during the calendar year for which such compensation relates.
The Trustee's fees are payable monthly on or before the fifteenth day of the
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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 each Trust is expected to result from the
use of these funds. For evaluation of the Securities in each Trust, the
Evaluator shall receive that fee set forth under "Essential Information",
payable monthly, based upon the largest number of Units outstanding during
the calendar year for which such compensation relates. The Trustee's fees
and the Evaluator's fees are deducted from the Income Account of the Trust to
the extent funds are available and then from the Capital Account. Each such
fee may be increased without approval of Unitholders by amounts not exceeding
a proportionate increase in the Consumer Price Index or any equivalent index
substituted therefor.
Expenses incurred in establishing each Trust, including the cost of the
initial preparation of documents relating to the Trust (including the
Prospectus, Trust Agreement and certificates), federal and state registration
fees, the initial fees and expenses of the Trustee, legal and accounting
expenses, payment of closing fees and any other out-of-pocket expenses, will
be paid by such Trust (out of the Income Account) and it is intended that
such expenses be amortized over the life of such Trust. The following
additional charges are or may be incurred by each Trust: (a) fees for the
Trustee's extraordinary services; (b) expenses of the Trustee (including
legal and auditing expenses, but not including any fees and expenses charged
by an agent for custody and safeguarding of Securities) and of counsel, if
any; (c) various governmental charges; (d) expenses and costs of any action
taken by the Trustee to protect the Trust or the rights and interests of the
Unitholders; (e) indemnification of the Trustee for any loss, liability or
expense incurred by it in the administration of the Trust not resulting from
gross negligence, bad faith or willful misconduct on its part or its reckless
disregard for its obligations under the Trust Agreement; (f) indemnification
of the Sponsor for any loss, liability or expense incurred in acting in that
capacity without gross negligence, bad faith or willful misconduct or its
reckless disregard for its obligations under the Trust Agreement; and (g)
expenditures incurred in contacting Unitholders upon termination of the
Trust. The fees and expenses set forth herein are payable out of the Trust
and, when owing to the Trustee, are secured by a lien on the Trust. Since
the Securities are all common stocks, and the income stream produced by
dividend payments, if any, is unpredictable, the Sponsor cannot provide any
assurance that dividends will be sufficient to meet any or all expenses of
the Trusts. If the balances in the Income and Capital Accounts are
insufficient to provide for amounts payable by a Trust, the Trustee has the
power to sell Securities to pay such amounts. These sales may result in
capital gains or losses to Unitholders. See "Federal Tax Status."
Notwithstanding anything to the contrary herein, the total annual expenses
paid by a Trust shall not exceed $0.035 per Unit of such Trust; to the extent
that the annual expenses to be charged to a Trust exceed such amount, the
Sponsor will pay such excess amount at its own expense.
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT AUDITORS
The statements of net assets, including the Trust portfolios, of the Trusts
at the Initial Date of Deposit, appearing in this Prospectus and Registration
Statement have been audited by Allen, Gibbs & Houlik, L.C., independent
auditors, as set forth in their report appearing elsewhere herein, and are
included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing
34
<PAGE>
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 59
We have audited the accompanying statements of net assets, including the
Trust portfolios, of Ranson Unit Investment Trusts, Series 59, as of the
opening of business on July 1, 1997, the Initial Date of Deposit. The
statements of net assets are the responsibility of the Sponsor. Our
responsibility is to express an opinion on the statements of net assets 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 statements of net assets are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of net
assets. 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 statements of net
assets presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of Ranson Unit
Investment Trusts, Series 59 as of July 1, 1997, in conformity with generally
accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
July 1, 1997
35
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 59
STATEMENTS OF NET ASSETS
AT THE OPENING OF BUSINESS ON JULY 1, 1997, THE INITIAL DATE OF DEPOSIT
<TABLE>
<CAPTION>
TRUST PROPERTY
THE 5 THE 10
-------- --------
<S> <C> <C>
Contracts to purchase Securities (1) (2) $250,060 $250,143
Organizational costs (3) 11,000 11,000
-------- --------
Total $261,060 $261,143
======== ========
Number of Units 25,259 25,267
======== ========
LIABILITY AND INTEREST OF UNITHOLDERS
Liability-
Accrued organizational costs (3) $ 11,000 $ 11,000
Interest of Unitholders-
Cost to investors (4). 252,586 252,670
Less: Gross underwriting commission (4) 2,526 2,527
-------- --------
Net interest to Unitholders (1) (2) (4) 250,060 250,143
-------- --------
Total $261,060 $261,143
======== ========
</TABLE>
- -------------------------
(1) Aggregate cost of the Securities is based on the closing sale price
evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by Intrust Bank, N.A., Wichita,
Kansas has been deposited with the Trustee covering the funds
(aggregating $500,203) necessary for the purchase of the Securities in
the Trust 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 the life of such Trust.
Organizational costs have been estimated based on a projected Trust size
of $5,000,000 and $5,000,000 for The 5 and The 10, respectively.
Organizational costs may be more or less than this estimate based upon
the actual size of each Trust.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
36
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 59
PORTFOLIOS AS OF JULY 1, 1997
DEFINED GROWTH STRATEGY 5, SERIES 6 (JULY 1997 SERIES)
<TABLE>
<CAPTION>
AGGREGATE ANNUALIZED
NAME OF ISSUER NUMBER COSTS OF CURRENT
OF SECURITIES DEPOSITED OF PRICE PER SECURITIES DIVIDEND
SYMBOL OR CONTRACTED FOR (1) SHARES SHARE TO TRUST (2) PER SHARE(3)
- ------- ----------------------- -------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
T AT&T Corp. 1,431 $35.063 $ 50,174 $1.32
MO Philip Morris Cos., Inc. 1,143 44.250 50,578 1.60
IP International Paper Co. 1,010 48.750 49,238 1.00
GM General Motors Corp. 895 55.750 49,896 2.00
XON Exxon Corp. 820 61.188 50,174 1.64
-----------
$250,060
===========
</TABLE>
DEFINED GROWTH STRATEGY 10, SERIES 6 (JULY 1997 SERIES)
<TABLE>
<CAPTION>
AGGREGATE ANNUALIZED
NAME OF ISSUER NUMBER COSTS OF CURRENT
OF SECURITIES DEPOSITED OF PRICE PER SECURITIES DIVIDEND
SYMBOL OR CONTRACTED FOR (1) SHARES SHARE TO TRUST (2) PER SHARE(3)
- ------- ----------------------- -------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
T AT&T Corp. 716 $ 35.063 $ 25,105 $1.32
MO Philip Morris Cos., Inc. 571 44.250 25,267 1.60
IP International Paper Co. 505 48.750 24,619 1.00
GM General Motors Corp. 447 55.750 24,920 2.00
XON Exxon Corp. 410 61.188 25,087 1.64
DD DuPont (E.I.) De Nemours & Co. 407 61.625 25,081 1.26
CHV Chevron Corp. 339 73.938 25,065 2.32
EK Eastman Kodak Co. 319 78.063 24,902 1.76
MMM Minnesota Mining & Manufacturing Co. 247 102.250 25,256 2.12
JPM Morgan, J. P. & Co., Inc. 238 104.375 24,841 3.52
-----------
$250,143
===========
</TABLE>
37
<PAGE>
NOTES TO PORTFOLIOS
(1) All or a portion of the Securities may have been deposited in the Trust.
Any undelivered Securities are represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been
deposited with the Trustee. At the Initial Date of Deposit, the Sponsor
has assigned to the Trustee all of its rights, title and interest in and
to such undelivered Securities. Contracts to purchase Securities were
entered into on June 30, 1997 and all have an expected settlement date of
July 3, 1997 (see "The Fund"). Percentages are based on the cost of
Securities to the Trust.
(2) The market value of each Security is based on the closing sale price on a
national securities exchange if the Security is listed thereon or, if not
so listed, then on the over-the-counter market, in each case, on the day
prior to the Initial Date of Deposit. As of the Initial Date of Deposit
other information regarding the Securities in each Trust is as follows:
COST TO PROFIT (LOSS)
SPONSOR TO SPONSOR
---------- -------------
The 5 $250,372 $(312)
The 10 $250,372 $(229)
(3) The Annualized Current Dividend per Share for each Security was
calculated by annualizing the latest quarterly or semi-annual common
stock dividend declaration on that Security. There can be no assurance
that the future dividend payments, if any, will be maintained in an
amount equal to the dividend listed above.
38
<PAGE>
This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statement and exhibits
relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933 and the
Investment Company Act of 1940, and to which reference is hereby made.
--------------------
No person is authorized to give any information or to make any
representations with respect to this investment company not contained in this
Prospectus, and any information or representation not contained herein must
not be relied upon as having been authorized by the Trusts, the Trustee, or
the Sponsor. 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 or country.
--------------------
CONTENTS PAGE
SUMMARY 2
ESSENTIAL INFORMATION 5
THE FUND 8
THE TRUST PORTFOLIOS 9
RISK FACTORS 13
FEDERAL TAX STATUS 14
PUBLIC OFFERING OF UNITS 19
MARKET FOR UNITS 22
REDEMPTION 23
INTERIM AND FINAL REDEMPTION AND
ROLLOVER IN NEW TRUSTS 25
RETIREMENT PLANS 27
UNITHOLDERS 27
INVESTMENT SUPERVISION 30
ADMINISTRATION OF THE TRUSTS 31
EXPENSES OF THE TRUSTS 33
LEGAL OPINIONS 34
INDEPENDENT AUDITORS 34
REPORT OF INDEPENDENT AUDITORS 35
STATEMENTS OF NET ASSETS 36
PORTFOLIOS 37
NOTES TO PORTFOLIOS 38
--------------------
When Units of the Trusts are no longer available, or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as
a preliminary prospectus for a future series; in which case investors should
note the following:
Information contained herein is subject to completion or amendment. A
registration statement relating to securities of a future series has been
filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. The Prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such State.
Ranson & Associates, Inc.
250 N. Rock Road, Suite 150
Wichita, KS 67206-2241
<PAGE>
- ------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- ------------------
-------------------
DEFINED
GROWTH
STRATEGY
5 & 10
July 1997 Series
-------------------
PROSPECTUS JULY 1, 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.
3.2. Opinion of counsel to the Sponsor as to the tax status of the
securities being registered.
4.1. Consent of Independent Auditors.
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trusts, Series 59, 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 59 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 1st day of
July, 1997.
RANSON UNIT INVESTMENT TRUSTS, SERIES 59,
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 July 1, 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 59
TRUST AGREEMENT
This Trust Agreement dated as of July 1, 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 January 7, 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. 333-29633) as filed with the
Securities and Exchange Commission on July 1, 1997. The fractional
undivided interest may (a) increase by the number of any additional
<PAGE>
Units issued pursuant to Section 2.03, (b) increase or 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 term "Deferred Sales Charge" shall mean the "deferred
sales charge" as described in the Prospectus.
(4) 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.
(5) 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.
(6) The term "Initial Date of Deposit" shall mean the date of this
Trust Agreement as set forth above.
(7) 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.
(8) 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.
-2-
<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 TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
RANSON UNIT INVESTMENT TRUSTS
SERIES 59
(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
July 1, 1997
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Re: Ranson Unit Investment Trusts Series 59
---------------------------------------
Gentlemen:
We have served as counsel for Ranson & Associates, Inc., as Sponsor
and Depositor of Ranson Unit Investment Trusts Series 59 (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. 333-29633) 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 3.2
CHAPMAN AND CUTLER
111 West Monroe Street
Chicago, Illinois 60603
July 1, 1997
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
The Bank of New York
101 Barclay Street
New York, New York 10286
Re: Ranson Unit Investment Trusts, Series 59
----------------------------------------
Gentlemen:
We have acted as counsel for Ranson & Associates, Inc., as Sponsor and
Depositor of Ranson Unit Investment Trusts Series 59 (the "Fund"), in
connection with the issuance of Units of fractional undivided interest in the
Fund, under a Trust Agreement dated July 1, 1997 (the "Indenture") between
Ranson & Associates, Inc., as Depositor, and The Bank of New York, as
Trustee. The Fund is comprised of two separate unit investment trusts,
Defined Growth Strategy 5, Series 6 and Defined Growth Strategy 10,
Series 6 (each a "Trust").
In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we
have deemed pertinent.
The assets of each Trust will consist of a portfolio of equity
securities (the "Equity Securities") as set forth in the Prospectus. For
purposes of the following discussion and opinion, it is assumed that each
Equity Security is equity for federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under
existing United States Federal income tax law:
(i) Each Trust is not an association taxable as a corporation but
will be governed by the provisions of subchapter J (relating to Trusts)
of chapter 1, Internal Revenue Code of 1986 (the "Code").
(ii) A Unitholder will be considered as owning a pro rata share of
each asset of the particular Trust in the proportion that the number of
Units held by him bears to the total number of Units outstanding. Under
<PAGE>
subpart E, subchapter J of chapter 1 of the Code, income of a Trust will
be treated as income of each Unitholder in the proportion described, and
an item of Trust income will have the same character in the hands of a
Unitholder as it would have in the hands of the Trustee. Each Unitholder
will be considered to have received his pro rata share of income derived
from each Trust asset when such income is considered to be received by a
Trust. A Unitholder's pro rata portion of distributions of cash or
property by a corporation with respect to an Equity Security ("dividends"
as defined by Section 316 of the Code ) are taxable as ordinary income to
the extent of such corporation's current and accumulated "earnings and
profits." A Unitholder's pro rata portion of dividends which exceed such
current and accumulated earnings and profits will first reduce the
Unitholder's tax basis in such Equity Security, and to the extent that
such dividends exceed a Unitholder's tax basis in such Equity Security,
shall be treated as gain from the sale or exchange of property.
(iii) The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Equity
Security held by a Trust (in the proportion to the fair market values
thereof on the valuation date closest to the date the Unitholder
purchases his Units), in order to determine his tax basis for his pro
rata portion of each Equity Security held by a Trust.
(iv) Gain or loss will be recognized to a Unitholder (subject to various
nonrecognition provisions under the Code) upon redemption or sale of his
Units, except to the extent an in kind distribution of stock is received
by such Unitholder from a Trust as discussed below. Such gain or loss is
measured by comparing the proceeds of such redemption or sale with the
adjusted basis of his Units. Before adjustment, such basis would
normally be cost if the Unitholder had acquired his Units by purchase.
Such basis will be reduced, but not below zero, by the Unitholder's pro
rata portion of dividends with respect to each Equity Security which are
not taxable as ordinary income.
(v) If the Trustee disposes of a Trust asset (whether by sale, exchange,
liquidation, redemption, payment on maturity or otherwise) gain or loss
will be recognized to the Unitholder (subject to various nonrecognition
provisions under the Code) and the amount thereof will be measured by
comparing the Unitholder's aliquot share of the total proceeds from the
transaction with his basis for his fractional interest in the asset
disposed of. Such basis is ascertained by apportioning the tax basis for
his Units (as of the date on which his Units were acquired) among each of
the Trust assets of such Trust (as of the date on which his Units were
acquired) ratably according to their values as of the valuation date
nearest the date on which he purchased such Units. A Unitholder's basis
in his Units and of his fractional interest in each Trust asset must be
reduced, but not below zero, by the Unitholder's pro rata portion of
<PAGE>
dividends with respect to each Security which are not taxable as
ordinary income.
(vi) Under the Indenture, under certain circumstances, a Unitholder
tendering Units for redemption may request an in kind distribution of
Equity Securities upon the redemption of Units or upon the termination
of the Trust. As previously discussed, prior to the redemption of Units
or the termination of a Trust, a Unitholder is considered as owning a pro
rata portion of each of the particular Trust's assets. The receipt of an
in kind distribution will result in a United States Unitholder receiving
an undivided interest in whole shares of stock and possibly cash. The
potential federal income tax consequences which may occur under an in
kind distribution with respect to each Equity Security owned by the Trust
will depend upon whether or not a United States Unitholder receives cash
in addition to Equity Securities. An "Equity Security" for this purpose
is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Equity Securities in exchange for his or her pro rata portion in the
Equity Securities held by the Trust. However, if a Unitholder also
receives cash in exchange for a fractional share of an Equity Security
held by the Trust, such Unitholder will generally recognize gain or
loss based upon the difference between the amount of cash received by
the Unitholder and his tax basis in such fractional share of an Equity
Security held by the Trust. The total amount of taxable gains (or
losses) recognized upon such redemption will generally equal the sum of
the gain (or loss) recognized under the rules described above by the
redeeming Unitholder with respect to each Equity Security owned by a
Trust.
A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by a
Trust (to the extent such dividends are taxable as ordinary income and are
attributable to domestic corporations), subject to the limitations imposed
by Sections 246 and 246A of the Code. It should be noted that various
legislative proposals that would affect the dividends received deduction
have been introduced.
Section 67 of the Code provides that certain 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 such individual's adjusted gross income. Unitholders may be required to
treat some or all of the expenses of a Trust as miscellaneous itemized
deductions subject to this limitation.
A Unitholder will recognize taxable gain (or loss) when all or part of
the pro rata interest in an Equity Security is either sold by the Trust or
redeemed or when a Unitholder disposes of his Units in a taxable transaction,
in each case for an amount greater (or less) than his tax basis therefor
(subject to various non-recognition provisions of the Code).
<PAGE>
Any gain recognized on a sale or exchange will, under current law,
generally be capital gain or loss.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
Very truly yours,
CHAPMAN AND CUTLER
MJK/cjw
EXHIBIT 4.1
INDEPENDENT AUDITOR'S CONSENT
-------------------------------------------------
We have issued our report dated July 1, 1997 on the statements of net
assets and related portfolios of Ranson Unit Investment Trusts Series 59 as
of July 1, 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 Auditors".
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
July 1, 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 entirely by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 01
<NAME> DEFINED GROWTH STRATEGY 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-01-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUL-01-1997
<INVESTMENTS-AT-COST> 250,060
<INVESTMENTS-AT-VALUE> 250,060
<RECEIVABLES> 11,000
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 261,060
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (11,000)
<TOTAL-LIABILITIES> (11,000)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 250,060
<SHARES-COMMON-STOCK> 25,259
<SHARES-COMMON-PRIOR> 25,259
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 250,060
<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> 02
<NAME> DEFINED GROWTH STRATEGY 10
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-01-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUL-01-1997
<INVESTMENTS-AT-COST> 250,143
<INVESTMENTS-AT-VALUE> 250,143
<RECEIVABLES> 11,000
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 261,143
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (11,000)
<TOTAL-LIABILITIES> (11,000)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 250,143
<SHARES-COMMON-STOCK> 25,267
<SHARES-COMMON-PRIOR> 25,267
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 250,143
<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>
