AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1998
REGISTRATION NO. 333-_____
CIK# 910931
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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REGISTRATION STATEMENT
ON
FORM S-6
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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 63
B. NAME OF DEPOSITOR:
RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Ranson & Associates, Inc.
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
E. TITLE OF SECURITIES BEING REGISTERED: Units of beneficial interest
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
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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 Trust
3. Name and address of trustee ) Administration of the Trust
4. Name and address of principal underwriters ) *
5. State of organization of trust ) The Fund
6. Execution and termination of trust agreement ) The Fund; Administration of the Trust
7. Changes of name ) The Fund
8. Fiscal year ) *
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a) Registered or bearer securities ) Unitholders
(b) Cumulative or distributive securities ) The Fund
(c) Redemption ) Redemption
(d) Conversion, transfer, etc. ) Unitholders; Market for Units
(e) Periodic payment plan ) *
(f) Voting rights ) Unitholders
(g) Notice of certificateholders ) Investment Supervision; Administration of the Trust; Unitholders
(h) Consents required ) Unitholders; Administration of the Trust
(i) Other provisions ) Federal Tax Status
11. Type of securities comprising units ) The Fund; The Trust Portfolio; Portfolio
12. Certain information regarding periodic payment
certificates ) *
13. (a) Load, fees, expenses, etc. ) Essential Information; Public Offering of Units;
) Expenses of the Trust
(b) Certain information regarding periodic payment
certificates ) *
(c) Certain percentages ) Essential Information; Public Offering of Units
(d) Certain other fees, etc. payable by holders ) Unitholders
(e) Certain profits receivable by depositor, principal )
underwriters, trustee or 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
15. Receipt and handling of payments from purchasers ) *
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<PAGE>
16. Acquisition and disposition of underlying securities ) The Fund; The Trust Portfolio; 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 Trust
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Unitholders; Redemption; Administration of the Trust
20. Certain miscellaneous provisions of trust agreement )
(a) Amendment ) Administration of the Trust
(b) Termination ) Administration of the Trust
(c) and (d) Trustee, removal and successor ) Administration of the Trust
(e) and (f) Depositor, removal and successor ) Administration of the Trust
21. Loans to security holders ) *
22. Limitations on liability ) Administration of the Trust
23. Bonding arrangements ) *
24. Other material provisions of trust agreement ) *
III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of depositor ) Administration of the Trust
26. Fees received by depositor ) See Items 13(a) and 13(e)
27. Business of depositor ) Administration of the Trust
28. Certain information as to officials and affiliated )
persons of depositor ) Administration of the Trust
29. Voting securities of depositor ) Administration of the Trust
30. Persons controlling depositor ) Administration of the Trust
31. Payment by depositor for certain services rendered
to trust ) *
32. Payment by depositor for certain other services
rendered to trust ) *
33. Remuneration of employees of depositor for certain
services rendered to trust ) *
34. Remuneration of other persons for certain services
rendered to trust ) *
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of Trust's securities by states ) Public Offering of Units
36. Suspension of sales of trust's securities ) *
37. Revocation of authority to distribute ) *
38. (a) Method of Distribution ) Public Offering of Units;
(b) Underwriting Agreements ) Market for Units;
(c) Selling Agreements ) Public Offering of Units
39. (a) Organization of principal underwriters ) Administration of the Trust
(b) N.A.S.D. membership of principal underwriters )
40. Certain fees received by principal underwriters ) See items 13(a) and 13(e)
41. (a) Business of principal underwriters ) Administration of the Trust
(b) Branch offices of principal underwriters ) *
(c) Salesmen of principal underwriters ) *
42. Ownership of trust's securities by certain persons ) *
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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 Trust
49. Fees and expenses of trustee ) Expenses of the Trust
50. Trustee's lien ) Expenses of the Trust
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of trust's securities ) Cover Page; Expenses of the Trust
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement with respect to )
selection or elimination of underlying securities ) The Fund; Investment Supervision
(b) Transactions involving elimination of underlying )
securities ) The Fund; Investment Supervision
(c) Policy regarding substitution or elimination of )
underlying securities ) Investment Supervision
(d) Fundamental policy not otherwise covered ) *
53. Tax status of Trust ) Essential Information; Portfolio; Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years ) *
55. )
56. Certain information regarding periodic payment )
certificates ) *
57. )
58. )
59. Financial statements (Instruction 1(c) to Form S-6) ) *
<FN>
* Inapplicable, answer negative or not required
</FN>
</TABLE>
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<PAGE>
Preliminary Prospectus Dated January ____, 1998
Subject to Completion
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
<PAGE>
RANSON UNIT INVESTMENT TRUST, SERIES 63
S&P SmallCap 600 Index Trust, Series 1 (the "Trust") was formed with the
investment objective of obtaining capital appreciation through investment in a
portfolio of equity securities of companies which comprise the Standard & Poor's
600 Composite Stock Price Index (the "Index"). By investing in substantially
all of the common stocks, in substantially the same proportions, which comprise
the Index, the Trust seeks to produce investment results that generally
correspond to the price and yield performance of the equity securities
represented by the Index over the term of the Trust. See "The Trust Portfolio."
The Trust is not sponsored by or affiliated with Standard and Poor's. There is
no assurance that the Trust will achieve its objective.
Units of the Trust 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 NOR HAS THE 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 JANUARY 21, 1998.
<PAGE>
SUMMARY
THE TRUST. S&P SmallCap 600 Index Trust, Series 1 (the "Trust") is a unit
investment trust included in Ranson Unit Investment Trusts, Series 63 (the
"Fund"), an investment company registered under the Investment Company Act of
1940. The Trust initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in accordance
with the selection and weightings of stocks established by the S&P SmallCap 600
Index.* The initial deposit of Securities (including contracts) into each Trust
will consist of at least 100 shares of each of the stocks which comprise the
Index. Thereafter, the Sponsor intends to create and maintain a Trust portfolio
which duplicates, to the extent practicable, the weightings of stocks which
comprise the Index. During the initial deposit period the Sponsor will continue
to deposit Securities (contracts for the purchase thereof), or cash with
instructions to purchase such Securities, until at the end of such period the
Trust comprises substantially all of the stocks in the Index, in substantially
the same weightings as in the Index (the "Initial Adjustment Period"). The
Sponsor estimates that the Initial Adjustment Period will last no longer than 30
days following the Initial Date of Deposit and could last as little as one day.
For the criteria used by the Sponsor in selecting the Securities, see "The
Trust Portfolio-Securities Selection." The value of all portfolio Securities
and, therefore, the value of the Units will fluctuate in value depending on the
full range of economic and market influences affecting corporate profitability,
the financial condition of issuers and the prices of equity securities in
general and the Securities in particular. Capital appreciation is, of course,
dependent upon several factors including, among other factors, the financial
condition of the issuers of the Securities (see "The Trust Portfolio").
The S&P 600 SmallCap Trust was formed with the investment objective of obtaining
capital appreciation over the life of such Trust through investment in a
portfolio of equity securities of substantially all of the companies which
comprise the S&P 600 SmallCap Index. An indexing strategy attempts to track the
performance of a specific market index. As part of an overall investment
strategy, indexing may provide additional growth potential in an otherwise
conservative portfolio and blend as a companion investment to hedge an
aggressive equity strategy. There can be no assurance that the Trust's
objective will be met because it may be impracticable for the Trust to duplicate
or maintain precisely the relative weightings of the common stocks which
comprise the Index or to purchase all of such stocks. Additionally, an
investment in Units of the Trust include payment of sales charges, fees and
expenses which are not considered in the total return of the Index.
Additional Units may be issued at any time by depositing in the Trust additional
Securities, contracts to purchase additional Securities together with cash or
irrevocable letters of credit, or cash with instructions to purchase additional
Securities. As additional Units are issued by the Trust as a result of the
deposit of additional Securities, the aggregate value of the Securities will be
increased and the fractional undivided interest in the Trust represented by each
Unit will be decreased. The Sponsor may continue to make additional deposits of
Securities into the Trust from time to time following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain, as closely as practicable, the proportionate relationship among each
Security in the Index. Thus, although additional Units will be issued, each
Unit will continue to represent approximately the same weighting of the then
current components of the Index. Precise duplication of the relationship among
the Securities in the Trust may not be achieved because it may be economically
impracticable as a result of certain economic factors or procedural policies of
the Trust. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a
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* "S&P(Registered Trademark)", "Standard & Poor's(Registered Trademark)", "S&P
600" and "Standard & Poor's 600" are trademarks of The McGraw-Hill Companies,
Inc. and have been licensed for use by the Sponsor.
2
<PAGE>
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. See
"The Trust Fund."
Each Unit initially offered represents that undivided interest in the Trust
indicated under "Essential Information" (as may be adjusted pursuant to footnote
1 thereto). To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in the Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust represented by such fraction will remain unchanged. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until the termination of the
Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit during the initial
offering period is based on the aggregate underlying value of the Securities,
plus or minus a pro rata portion of the cash, if any, in the Income and Capital
Accounts held or owned by the Trust, plus a sales charge of 4.9% of the Public
Offering Price (equivalent to 5.152% of the net amount invested). The secondary
market Public Offering Price will be equal to the aggregate underlying value of
the Securities, plus or minus a pro rata portion of the cash, if any, in the
Income and Capital Accounts held or owned by the Trust, plus the sales charge
indicated under "Public Offering of Units-Public Offering Price." The sales
charge is reduced on a graduated scale for certain sales. The minimum purchase
is $1,000.
DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by the Trust
will be distributed quarterly and any funds in the Capital Account will be
distributed annually. See "Unitholders-Distributions to Unitholders."
REINVESTMENT. Each Unitholder may elect to have distributions of income,
capital gains and/or capital on their Units automatically invested into
additional Units of the Trust without a sales charge. In addition, all
Unitholders may elect to have such distributions automatically reinvested into
shares of any Zurich Kemper Investments, Inc. front-end load mutual fund (other
than those funds sold with a contingent deferred sales charge) registered in
such Unitholder's state of residence at net asset value. Such distributions
will be reinvested without charge to the participant on each applicable
Distribution Date. See "Unitholders-Distribution Reinvestment." A current
prospectus for the reinvestment fund selected, if any, will be furnished to any
investor who desires additional information with respect to reinvestment.
MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain dealers may, maintain a market for the Units of the Trust and offer
to repurchase such Units at prices subject to change at any time which are based
on the current underlying value of the Securities in the Trust. 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."
TERMINATION. No later than the date specified under the Mandatory Termination
Date in "Essential Information," Securities will begin to be sold in connection
with the termination of the Trust and it is expected that all Securities in the
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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 will
receive a cash distribution within a reasonable time after the Trust is
terminated. See "Unitholders-Distributions to Unitholders" and "Administration
of the Trust-Amendment and Termination."
RISK FACTORS. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market. Additionally, it is anticipated that the identity and weighting
of the stocks in the Index will change from time to time and the adverse
financial condition of a company will not result directly in its elimination
from the portfolio unless the company is removed from the Index. For risk
considerations related to the Trust, see "Risk Factors."
4
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
ESSENTIAL INFORMATION
AS OF JANUARY 20, 1998*
SPONSOR, SUPERVISOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
LICENSOR: STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL
COMPANIES, INC.
<TABLE>
<CAPTION>
S&P 600
SmallCap Trust
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<S> <C>
Number of Units (1) ______
Fractional Undivided Interest Per Unit (1) 1/_______
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $___________
Aggregate Value of Securities per Unit $ _______
Plus Sales Charge of 4.9% (5.152% of net amount invested) $ _______
Public Offering Price Per Unit (3) $ _______
Redemption Price Per Unit and Sponsor's Initial
Repurchase Price Per Unit $ _______
Excess of Public Offering Price Per Unit over Redemption
Price Per Unit and over Sponsor's Initial Repurchase Price Per Unit $ _______
Estimated Annual Organizational Expense per Unit (4) $ _______
</TABLE>
<TABLE>
<S> <C>
Minimum Value of a Trust under which Trust Agreement
may be Terminated 40% of aggregate value of Securities at deposit
Liquidation Period ____________ through ____________
Mandatory Termination Date ____________
Supervisor's Annual Surveillance Fee Maximum of $_______ per Unit
Evaluator's Annual Evaluation Fee Maximum of $_______ per Unit
Trustee's Annual Fee $_______ per Unit
Evaluation Time 3:15 p.m. Central Time
Record and Computation Dates (5) FIRST day of January, April, July and October
Distribution Dates (5) FIFTEENTH day of January, April, July and
October
<FN>
* The business day prior to the Initial Date of Deposit
</FN>
</TABLE>
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(1) As of the close of business on the Initial Date of Deposit, the number
of Units may be adjusted so that the aggregate value of Securities per Unit
will equal approximately $10. Therefore, to the extent of any such
adjustment the fractional undivided interest per Unit will increase or
decrease from the amounts indicated above.
(2) Each Security is valued at the closing sale price on a national
securities exchange or the Nasdaq National Market.
(3) On the Initial Date of Deposit there will be no accumulated dividends in
the Income Account. Anyone ordering Units after such date will pay his pro
rata share of any accumulated dividends in such Income Account.
(4) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
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audit of the portfolio and the initial fees and expenses of the Trustee
but not including the expenses incurred in the preparation and printing
of brochures and other advertising materials and any other selling
expenses) as is common for mutual funds. It is intended this total
organizational expenses will be amortized over a five year period or
the life of the Trust if less than five years. See "Expenses of the
Trust" and "Statement of Condition." Historically, the sponsors of unit
investment trusts have paid all the costs of establishing such trusts.
(5) Distributions from the Capital Account and capital gains distributions,
if any, will normally be made in December, as required.
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THE TRUST FUND
Ranson Unit Investment Trusts, Series 63 (the "Fund") includes one underlying
unit investment trust designated as S&P SmallCap 600 Index Trust, Series 1 (the
"Trust"). The Fund was created under the laws of the State of New York pursuant
to a trust indenture (the "Trust Agreement") dated the date of this prospectus
(the "Initial Date of Deposit") between Ranson & Associates, Inc. (the
"Sponsor") and The Bank of New York (the "Trustee").*
The S&P 600 SmallCap Trust contains common stocks issued by substantially all of
the companies which comprise the S&P 600 SmallCap Index. As used herein, the
term "Securities" means the common stocks (including contracts for the purchase
thereof) initially deposited in the Trust and described in the portfolio and any
additional common stocks acquired and held by the Trust pursuant to the
provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. This initial
deposit into the Trust consisted of at least 100 shares of each of the stocks
which comprise the Index. During the Initial Adjustment Period, the Sponsor
intends to create and maintain a Trust portfolio which duplicates, to the extent
practicable, the weightings of stocks which comprise the Index. The Sponsor
anticipates that within the Initial Adjustment Period, the Trust will comprise
the stocks in the Index in substantially the same weightings as in the Index.
In connection with any deposit of Securities, purchase and sale transactions
will be effected in accordance with computer program output showing which
Securities are under- or over-represented in the Trust portfolio. Neither the
Sponsor nor the Trustee will exercise any investment discretion in connection
with such transactions. Precise duplication of the relationship among the
Securities in the Index may not be achieved because it may be economically
impracticable or impossible to acquire very small numbers of shares of certain
stocks and because of other procedural policies of the Trust, but correlation
between the performance of the Index and the Trust portfolio is expected to be
between .97 and .99.
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the Index, the Trust seeks to produce
investment results that generally correspond to the price and yield performance
of the equity securities represented by the Index over the term of the Trust.
Due to various factors discussed below, there can be no assurance that this
objective will be met. An investment in Units should be made with an
understanding that the Trust includes payments of sales charges, fees and
expenses which may not be considered in public statements of the total return of
the Index.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust, contracts to purchase additional Securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
Securities or cash (including a letter of credit) with instructions to purchase
additional Securities, maintaining, as closely as practicable the same
proportionate relationship among the Securities in the portfolio as reflected in
the Index. Thus, although additional Units will be issued, each Unit will
continue to represent approximately a weighting of the then current components
of the Index at any such deposit. Precise duplication of the relationship among
the Securities in the Trust may not be achieved because it may be economically
impracticable as a result of certain economic factors and procedural policies of
the Trust such as (1) price
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* Reference is made to the Trust Agreement and any statement contained herein
is qualified in its entirety by the provisions of the Trust Agreement.
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movements of the various Securities will not duplicate one another, (2) the
Sponsor's current intention is to purchase shares of the Securities in round lot
quantities only, (3) reinvestment of excess proceeds not needed to meet
redemptions of Units may not be sufficient to acquire equal round lots of all
the Securities and (4) reinvestment of proceeds received from Securities which
are no longer components of the Index might not result in the purchase of an
equal number of shares in any replacement Security. If the Sponsor deposits
cash, existing and new investors may experience a dilution of their investments
and a reduction in their anticipated income because of fluctuations in the
prices of the Securities between the time of the cash deposit and the purchase
of the Securities and because 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.
The Trust consists of (a) the Securities listed under the "Portfolio" as may
continue to be held from time to time in the Trust (b) any additional Securities
acquired and held by the Trust pursuant to the provisions of the Trust Agreement
and (c) any cash held in the Income and Capital Accounts of the Trust. Neither
the Sponsor nor the Trustee shall be liable in any way for any failure in any of
the Securities. However, should any contract for the purchase of any of the
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust set forth under
"Essential Information."
THE TRUST PORTFOLIO
The Trust portfolio will consist of as many of the S&P 600 SmallCap Index stocks
as is feasible in order to achieve the Trust's objective of attempting to
provide investment results that duplicate substantially the total return of the
S&P 600 SmallCap Index. Following the Initial Adjustment Period, the Trust is
expected to be invested in no less than 95% of the stocks comprising the Index.
Although it may be impracticable for the Trust to own certain of such stocks at
any time, the Sponsor expects to maintain a correlation between the performance
of the Trust portfolio and that of the Index of between .97 and .99.
Adjustments to the Trust portfolio will be made on an ongoing basis in
accordance with the computer program output to match the weightings of the
Securities as closely as is feasible with their weightings in the Index as the
Trust invests in new Securities in connection with the creation of additional
Units, as companies are dropped from or added to the Index or as Securities are
sold to meet redemptions. These adjustments will be made on the business day
following the relevant transaction in accordance with computer program output
showing which of the Securities are under- or over-represented in the Trust
portfolio. Adjustments may also be made from time to time to maintain the
appropriate correlation between the Trust and the Index. The proceeds from any
sale will be invested in those Securities which the computer program indicates
are most under-represented in the portfolio. See "Investment Supervision."
Due to changes in the composition of the S&P 600 SmallCap Index, adjustments to
the Trust portfolio may be made from time to time. It is anticipated that most
of such changes in the S&P 600 SmallCap Index will occur as a result of merger
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or acquisition activity. In such cases, the Trust, as a shareholder of an
issuer which is the object of such merger or acquisition activity, will
presumably receive various offers from potential acquirers of the issuer. The
Trustee is not permitted to accept any such offers until such time as the issuer
has been removed from the Index. Since, in most cases, an issuer is removed
from the Index only after the consummation of a merger or acquisition, it is
anticipated that the Trust will generally acquire, in exchange for the stock of
the deleted issuer, the consideration that is being offered to shareholders of
that issuer who have not tendered their shares prior to that time. Any cash
received as consideration in such transactions will be reinvested in the most
under-represented Securities as determined by the computer program output. Any
securities received as consideration which are not included in the Index will be
sold as soon as practicable and will also be reinvested in the most under-
represented Securities as determined by the computer program output.
In attempting to duplicate the proportionate relationships represented by the
Index, the Sponsor does not anticipate purchasing or selling stock in quantities
of less than round lots (100 shares). In addition, certain Securities may not
be available in the quantities specified by the computer program. For these
reasons, among others, precise duplication of the proportionate relationships in
the Index may not be possible but will continue to be the goal of the Trust in
connection with acquisitions or dispositions of Securities. See "Investment
Supervision." As the holder of the Securities, the Trustee will have the right
to vote all of the voting stocks in the Trust portfolio and will vote such
stocks in accordance with the instructions of the Sponsor.
Investors should note that the Trust is not sponsored, endorsed or promoted by
or affiliated with Standard & Poor's and Standard & Poor's make no
representation, express or implied, to the Trust or Unitholders regarding the
advisability of investing in an index investment or unit investment trusts
generally or in the Trust specifically or the ability of the Index to track
general stock market performance.
Although there can be no assurance that such Securities will appreciate in value
over the life of the Trust, over time stock investments have generally out-
performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors-Certain Investment Considerations"),
and past performance is no guarantee of future results.
THE S&P 600 SMALLCAP INDEX
The S&P 600 SmallCap Index is composed of 600 domestic stocks chosen for market
size, liquidity (bid-asked spread, ownership, share turnover and number of no
trade days) and industry group representation. As of _______________, the S&P
600 SmallCap Index was comprised of the following industry sectors: industrials
(___%), Utilities (___%), Financials (____%) and Transportation (____%). As of
_______________, the companies in the S&P 600 SmallCap Index were listed on the
following stock exchanges in the amounts indicated: New York Stock Exchange-___
companies (___%), Nasdaq National Market-___ companies (___%) and American Stock
Exchange-___ companies (___%). At present, the mean market capitalization of
the companies in the S&P 600 SmallCap Index is approximately $____ million. As
of _______________, the S&P 600 SmallCap Index had a total market value of $____
billion.
The following table depicts the Year-End Index Value for the S&P 600 SmallCap
Index for the period shown. Investors should note that the table represents
past performance of the S&P 600 SmallCap Index and not the past or future
performance of the Trust (which includes certain fees and expenses). Past
9
<PAGE>
performance is, of course, no guarantee of future results. Stock prices
fluctuated widely during the period and were higher at the end than at the
beginning. The results shown should not be considered as a representation of
the income yield or capital gain or loss which may be generated by the S&P 600
SmallCap Index in the future.
<TABLE>
<CAPTION>
Average Year-End
Change in Dividend Index Value
Year-End Index Yield Dividends
Year-End Index Value* For Year For Year* Reinvested**
- -------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
1993 100.00 100.00
1994 94.17 -5.83% 1.06% 95.23
1995 121.10 28.60% 1.19% 123.76
1996 145.48 20.13% 1.05% 150.14
1997 181.16 24.53% 0.91% 188.56
- --------------------
<FN>
* Source: Standard & Poor's. The Index was developed with a base value of 100
as of December 31, 1993. Yields are obtained by dividing the aggregate cash
dividends by the aggregate market value of the stocks in the index at the
beginning of the period, assuming no reinvestment of dividends.
** Assumes that cash distributions on the securities which comprise the S&P
600 SmallCap Index are treated as reinvested in the S&P 600 SmallCap Index as
of the end of each month following the payment of the dividend. Because the
Trust is sold to the public at net asset value plus the applicable sales
charge and the expenses of the Trust are deducted before making distributions
to Unitholders, investment in the Trust would have resulted in investment
performance to Unitholders somewhat reduced from that reflected in the above
table. In addition certain Unitholders may not elect to purchase additional
Units pursuant to the Trust's reinvestment plan, and to that extent cash
distributions representing dividends on the index stocks may not be
reinvested in other index stocks.
</FN>
</TABLE>
The weightings of stocks in the S&P 600 SmallCap Index are primarily based on
each stock's relative total market value; that is, its market price per share
times the number of shares outstanding. Stocks are generally selected for the
portfolio in the order of their weightings in the S&P 600 SmallCap Index,
beginning with the heaviest-weighted stocks. It is anticipated that at the end
of the Initial Adjustment Period, the percentage of the Trust's assets invested
in each stock will be approximately the same as the percentage it represents in
the S&P 600 SmallCap Index.
The Trust has entered into a license agreement with Standard & Poor's (the
"License Agreement"), under which the Trust is granted licenses to use the
trademark and tradename "S&P 600" and other trademarks and tradenames, to the
extent the Sponsor deems appropriate and desirable under federal and state
securities laws to indicate the source of the index as a basis for determining
the composition of the Trust's portfolio. As consideration for the grant of the
license, the Trust will pay to Standard & Poor's an annual fee equal to .02% of
the average net asset value of the Trust (or, if greater, $10,000). The License
Agreement permits the Trust to substitute another index for the S&P 600 SmallCap
Index in the event that Standard & Poor's ceases to compile and publish that
index. In addition, if the index ceases to be compiled or made available or the
anticipated correlation between the Trust and the index is not maintained, the
Sponsor may direct that the Trust continue to be operated using the S&P 600
SmallCap Index as it existed on the last date on which it was available or may
direct that the Trust Agreement be terminated (see "Administration of the Trust-
Amendment and Termination").
10
<PAGE>
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the S&P 600 SmallCap Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by Standard & Poor's
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of the Trust or any member of the public regarding the advisability of
investing in securities generally or in the Trust particularly or the ability of
the S&P 600 SmallCap Index to track general stock market performance. S&P's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of S&P and of the S&P 600 SmallCap Index which is determined,
composed and calculated by S&P without regard to the Licensee or the Trust. S&P
has no obligation to take the needs of the Licensee or the owners of the Trust
into consideration in determining, composing or calculating the S&P 600 SmallCap
Index. S&P is not responsible for and has not participated in the determination
of the prices and amount of the Trust or the timing of the issuance or sale of
the Trust or in the determination or calculation of the equation by which the
Trust is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Trust.
S&P does not guarantee the accuracy and/or the completeness of the S&P 600
SmallCap Index or any data included therein and S&P shall have no liability for
any errors, omissions, or interruptions therein. S&P makes no warranty, express
or implied, as to results to be obtained by the Sponsor, the Trust, any person
or any entity from the use of the S&P 600 SmallCap Index or any data included
therein. S&P makes no express or implied warranties, and expressly disclaims
all warranties of merchantability or fitness for a particular purpose or use,
with respect to the S&P 600 SmallCap Index or any data included therein.
Without limiting any of the foregoing, in no event shall S&P have any liability
for any special, punitive, indirect, or consequential damages (including lost
profits), even if notified of the possibility of such damages. "Standard &
Poor's(Registered Trademark)", "S&P(Registered Trademark)", "S&P 600(Registered
Trademark)", "Standard & Poor's 600", and "600" are trademarks of The McGraw-
Hill Companies, Inc. and have been licensed for use by the Trust. The Trust is
not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard &
Poor's makes no representation regarding the advisability of investing in the
Trust.
RISK FACTORS
An investment in Units of the 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.
11
<PAGE>
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 Trust
have a right to receive dividends only when and if, and in the amounts, declared
by the issuer's Board of Directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stock have the right to
receive dividends at a fixed rate when and as declared by the issuer's Board of
Directors, normally on a cumulative basis, but do not participate in other
amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends and any
cumulative preferred stock dividend omitted is added to future dividends payable
to the holders of cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (whose value,
however, will be subject to market fluctuations prior thereto), common stocks
have neither a fixed principal amount nor a maturity and have values which are
subject to market fluctuations for as long as the stocks remain outstanding.
The value of the Securities in the portfolios thus may be expected to fluctuate
over the entire life of the Trust to values higher or lower than those
prevailing on the Initial Date of Deposit.
Whether or not the Securities are listed on a national securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trust is restricted under the
Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of
the Trust will be adversely affected if trading markets for the Securities are
limited or absent.
The Trust Agreement authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities, or cash
(including a letter of credit) with instructions to purchase additional
Securities, in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their anticipated
income because of fluctuations in the prices of the Securities between the time
of the cash deposit and the purchase of the Securities and because 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.
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
12
<PAGE>
advisers. Further, at any time after the Initial Date of Deposit, litigation
may be initiated on a variety of grounds, or legislation may be enacted with
respect to the Securities in the Trust or the issuers of the Securities. There
can be no assurance that future litigation or legislation will not have a
material adverse effect on the Trust or will not impair the ability of issuers
to achieve their business goals.
FEDERAL TAX STATUS
The Trust has elected and intends to qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If the Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i. e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent the Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4% excise
tax on certain undistributed income of "regulated investment companies."
Because the Trust intends to timely distribute its taxable income (including any
net capital gain), it is anticipated that the Trust will not be subject to
federal income tax or the excise tax. Although all or a portion of the Trust's
taxable income (including any net capital gain) for the taxable year may be
distributed to Unitholders shortly after the end of the calendar year, such a
distribution will be treated for federal income tax purposes as having been
received by Unitholders during the calendar year just ended.
Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
and will reduce the Unitholder's basis in his Units and, to the extent that they
exceed his basis, will be treated as a gain from the sale of his Units as
discussed below.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. A Unitholder may recognize a taxable gain or loss if the Unitholder
sells or redeems his Units. Any gain or loss arising from (or treated as
arising from) the sale or redemption of Units will generally be a capital gain
or loss, except in the case of a dealer or a financial institution. For
taxpayers other than corporations, net capital gains are presently subject to a
maximum stated marginal tax rate of 28%. However, it should be noted that
legislative proposals are introduced from time to time that affect tax rates and
could affect relative differences at which ordinary income and capital gains are
taxed. A capital loss is long-term if the asset is held for more than one year
and short-term if held for one year or less. If a Unitholder holds Units for
six months or less and subsequently sells such Units at a loss, the loss will be
treated as a long-term capital loss to the extent that any long-term capital
gain distribution is made with respect to such Units during the six-month period
or less that the Unitholder owns the Units.
The Revenue Reconciliation Act of 1993 (the "Act") raised tax rates on ordinary
income while capital gains remain subject to a 28% maximum stated rate for
taxpayers other than corporations. Because some or all capital gains are taxed
at a comparatively lower rate under the Act, the Act includes a provision that
recharacterizes capital gains as ordinary income in the case of certain
financial transactions that are "conversion transactions" effective for
transactions entered into after April 30, 1993. Unitholders and prospective
13
<PAGE>
investors should consult with their tax advisers regarding the potential effect
of this provision on their investment in Units.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may qualify for the 70% dividends-
received deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable to
dividends received by the Trust from United States corporations (other than real
estate investment trusts) and is designated by such Trust as being eligible for
such deduction. To the extent dividends received by the Trust are attributable
to foreign corporations, a corporation that owns Units will not be entitled to
the dividends-received deduction with respect to its pro rata portion of such
dividends, since the dividends-received deduction is generally available only
with respect to dividends paid by domestic corporations. The Trust will provide
each Unitholder with information annually concerning what part of Trust
distributions are eligible for the dividends-received deduction.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
are held by or for 500 or more persons at all times during the taxable year or
another exception is met. In the event the Units are held by fewer than 500
persons, additional taxable income may be realized by the individual (and other
noncorporate) Unitholders in excess of the distributions received by the Trust.
Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i. e., as ordinary income, long-term
capital gain or as a return of capital).
Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee and to certify that the Unitholder has not
been notified that payments to the Unitholder are subject to back- up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. The foregoing discussion
relates only to the federal income tax status of the Trust and to the tax
treatment of distributions by the Trust to United States Unitholders.
Distributions by the Trust will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident alien
individuals, foreign corporations or other non-United States persons. Such
persons should consult their tax advisers. Units in the Trust and Trust
distributions may also be subject to state and local taxation and Unitholders
should consult their own tax advisers in this regard.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
14
<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trust
are offered at the Public Offering Price (which is based on the aggregate
underlying value of the Securities and includes a sales charge of 4.9% of the
Public Offering Price which charge is equivalent to 5.152% of the net amount
invested) plus a pro rata share of any accumulated dividends in the Income
Account of the Trust. In the secondary market, Units are offered at the Public
Offering Price (which is based on the aggregate underlying value of the
Securities and includes a sales charge of 4.9% of the Public Offering Price
which charge is equivalent to 5.152% of the net amount invested) plus a pro rata
share of any accumulated dividends in the Income Account of the Trust. Such
underlying value shall also include the proportionate share of any undistributed
cash held in the Capital Account of the Trust.
The sales charge per Unit in both the primary and secondary market will be
reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF NET
NUMBER OF UNITS* OFFERING PRICE AMOUNT INVESTED
- ---------------- -------------- ---------------
<S> <C> <C>
Less than 10,000 4.9% 5.152%
10,000-24,999 4.5 4.712
25,000-49,999 4.3 4.493
50,000-99,999 3.5 3.627
100,000 or more 3.0 3.093
- --------------------
<FN>
* 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.
</FN>
</TABLE>
An investor may aggregate purchases of Units of the Trust for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trust by the same
person on any one day from any one dealer. Additionally, Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed, for purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
A purchaser desiring to purchase during a 13 month period $500,000 or more of
any combination of series of Ranson Unit Investment Trusts may qualify for a
reduced sales charge by signing a nonbinding Letter of Intent with any single
broker-dealer. After signing a Letter of Intent, at the date total purchases,
less redemptions, of units of any combination of series of Ranson Unit
Investment Trusts by a purchaser (including units purchased in the name of the
spouse of a purchaser or in the name of a child of such purchaser under 21 years
of age) exceed $500,000, the selling broker-dealer, bank or other will credit
the unitholder with cash as a retroactive reduction of the sales charge on such
units equal to the amount which would have been paid for the total aggregated
sale amount. If a purchaser does not complete the required purchases under the
Letter of Intent within the 13 month period, no such retroactive sales charge
reduction shall be made. To qualify as a purchase under a Letter of Intent each
purchase of units of Ranson Unit Investment Trusts must equal or exceed
$100,000.
15
<PAGE>
Units may be purchased in the primary or secondary market at the Public Offering
Price less the concession the Sponsor typically allows to dealers and other
selling agents for purchases (see "Public Distribution of Units" below) by
officers, directors and employees of the Sponsor and its affiliates and
registered representatives of selling firms and by investors who purchase Units
through registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or provide
such services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed.
Unitholders of any series of the Trust or any series of Defined Growth Strategy
5 and Defined Growth Strategy 10 may utilize their redemption or termination
proceeds to purchase Units of the Trust subject to a reduced sales charge of 3%
of the Public Offering Price (3.093% of the net amount invested).
Unitholders of unaffiliated unit investment trusts having an investment strategy
similar to the investment strategy of the Trust may utilize proceeds received
upon termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trust subject to a reduced sales
charge of 3% of the Public Offering Price (3.093% of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities 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 the Evaluation Time on days the New York Stock Exchange is open and will
adjust the Public Offering Price of the Units commensurate with such valuation.
Such Public Offering Price will be effective for all orders received at or prior
to the close of trading on the New York Stock Exchange on each such day. Orders
received by the Trustee, Sponsor or any dealer for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price.
The value of the Securities is determined on each business day by the Evaluator
based on the closing sale prices on a national securities exchange or The Nasdaq
National Market or by taking into account the same factors referred to under
"Redemption-Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trust will be distributed to the public at the Public Offering Price thereof.
Upon the completion of the initial offering, Units which remain unsold or which
may be acquired in the secondary market (see "Market for Units") may be offered
at the Public Offering Price determined in the manner provided above.
The Sponsor intends to qualify Units of the Trust 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 Trust available to their customers on an agency basis. A portion of the
sales charge paid by their customers is retained by or remitted to the banks in
16
<PAGE>
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 Trust 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 Trust. Such payments
are made by the Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unitholders pay for their Units
or the amount that the Trust will receive from the Units sold. The difference
between the discount and the sales charge will be retained by the Sponsor.
<TABLE>
<CAPTION>
PRIMARY MARKET
FIRM SALES OR SALE
REGULAR ARRANGEMENTS
CONCESSION OR (VOLUME CONCESSIONS IN
AGENCY $1,000$)**
NUMBER OF UNITS* COMMISSION $500-$999 $1,000 OR MORE
- ---------------- ------------- --------- --------------
<S> <C> <C> <C>
Less than 10,000 3.60% 3.80% 4.00%
10,000 but less than 25,000 3.30 3.50 3.60
25,000 but less than 50,000 3.20 3.40 3.50
50,000 but less than 100,000 2.50 2.60 2.70
100,000 or more 2.00 2.10 2.20
- --------------------
<FN>
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
** Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor during the initial one month
period after the Initial Date of Deposit by firms who reach cumulative firm
sales arrangement levels of at least $500,000. After a firm has met the
minimum $500,000 volume level, volume concessions may be given on all trades
originated from or by that firm, including those placed prior to reaching the
$500,000 level, and may continue to be given during the entire initial
offering period. Only sales through Ranson qualify for volume discounts and
secondary purchases do not apply. Ranson & Associates reserves the right to
modify or change those parameters at any time and make the determination of
which firms qualify for the marketing allowance and the amount paid.
</FN>
</TABLE>
The Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
17
<PAGE>
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units 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 the Trust, which is based on the evaluation of the Securities on
the Initial Date of Deposit. Thereafter, on subsequent deposits the Sponsor may
realize profits or sustain losses from such deposits. See "Portfolio." The
Sponsor 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.
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trust offered hereby and to continuously offer to purchase said Units at prices,
determined by the Evaluator, based on the value of the underlying Securities.
Unitholders who wish to dispose of their Units should inquire of their broker as
to current market prices in order to determine whether there is in existence any
price in excess of the Redemption Price and, if so, the amount thereof. The
offering price of any Units resold by the Sponsor will be in accord with that
described in the currently effective prospectus describing such Units. Any
profit or loss resulting from the resale of such Units will belong to the
Sponsor. The Sponsor may suspend or discontinue purchases of Units if the
supply of Units exceeds demand, or for other business reasons.
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its Unit Investment Trust Division office in
the city of New York and, in the case of Units evidenced by a certificate, by
tendering such certificate to the Trustee properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee. Unitholders must sign the request, and such certificate or transfer
instrument, exactly as their names appear on the records of the Trustee and on
any certificate representing the Units to be redeemed. If the amount of the
redemption is $500 or less and the proceeds are payable to the Unitholder(s) of
record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may be
accepted by the Trustee. A certificate should only be sent by registered or
certified mail for the protection of the Unitholder. Since tender of the
certificate is required for redemption when one has been issued, Units
represented by a certificate cannot be redeemed until the certificate
representing such Units has been received by the purchasers.
Redemption shall be made by the Trustee on the third business day following the
day on which a tender for redemption is received (the "Redemption Date") by
payment of cash equivalent to the Redemption Price for a Trust, determined as
set forth below under "Computation of Redemption Price," as of the Evaluation
Time stated under "Essential Information," next following such tender,
multiplied by the number of Units being redeemed. Any Units redeemed shall be
canceled and any undivided fractional interest in the related Trust
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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 at the
time of redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
such Unitholder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing unpaid dividends shall be withdrawn
from the Income Account of the Trust to the extent that funds are available for
such purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for the Trust. The Trustee is empowered to sell Securities in
order to make funds available for the redemption of Units. Such sale may be
required when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized.
To the extent that Securities are sold, the size and diversity of the Trust will
be reduced but each remaining Unit will continue to represent approximately the
same proportional interest in each Security. Sales may be required at a time
when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities. On the Initial Date of Deposit,
the Public Offering Price per Unit (which includes the sales charge) exceeded
the value at which Units could have been redeemed by the amount shown under
"Essential Information." The Redemption Price per Unit is the pro rata share of
each Unit in the 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 less (a) amounts representing taxes or other governmental charges
payable out of the Trust, (b) any amount owing to the Trustee for its advances
and (c) the accrued expenses of the Trust. The Evaluator may determine the
value of the Securities in the 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
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Security is not so listed or, if so listed and the principal market for the
Security is other than on the exchange or Nasdaq, the evaluation will generally
be made by the Evaluator in good faith based on the last bid price on the over-
the-counter market (unless the Evaluator deems such price inappropriate as a
basis for evaluation) or, if a bid price is not available, (1) on the basis of
the current bid price for comparable securities, (2) by the Evaluator's
appraising the value of the Securities in good faith at the bid side of the
market or (3) by any combination thereof. See "Public Offering of Units-Public
Offering Price."
RETIREMENT PLANS
The Trust 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 Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
The Trustee has agreed to act as custodian for certain retirement plan accounts.
An annual fee of $12.00 per account, if not paid separately, will be assessed by
the Trustee and paid through the liquidation of shares of the reinvestment
account. An individual wishing the Trustee to act as custodian must complete a
Ranson UIT/IRA application and forward it along with a check made payable to The
Bank of New York. Certificates for Individual Retirement Accounts cannot be
issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trust will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption-General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the 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
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lost certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity (generally amounting to 3% of the market value of the Units),
affidavit of loss, evidence of ownership and payment of expenses incurred.
DISTRIBUTIONS TO UNITHOLDERS. Income received by a Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of the related month). All distributions will
be net of applicable expenses. There is no assurance that any actual
distributions will be made since all dividends received may be used to pay
expenses. In addition, amounts from the Capital Account of the Trust, if any,
will be distributed at least annually to the Unitholders then of record.
Proceeds received from the disposition of any of the Securities after a record
date and prior to the following distribution date will be held in the Capital
Account and not distributed until the next distribution date applicable to the
Capital Account. The Trustee shall be required to make a distribution from the
Capital Account if the cash balance on deposit therein available for
distribution shall be sufficient to distribute at least $1.00 per 100 Units.
The Trustee is not required to pay interest on funds held in the Capital or
Income Accounts (but may itself earn interest thereon and therefore benefits
from the use of such funds). The Trustee is authorized to reinvest any funds
held in the Capital or Income Accounts, pending distribution, in U.S. Treasury
obligations which mature on or before the next applicable distribution date.
Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of Units, and thereby a Unitholder of record, on the date of settlement provided
payment has been received. Notification to the Trustee of the transfer of Units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of the Trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of the
Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of the Trust such amounts as may be necessary to
cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of the Trust without a sales charge. In
addition, Unitholders may elect to have distributions of capital (including
capital gains, if any) or dividends or both automatically invested without
charge in shares of any one of several front-end load mutual funds underwritten
or advised by 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
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securities and investment objectives of such Zurich Kemper-advised mutual funds
generally will differ significantly from those of the Trust, Unitholders should
carefully consider the consequences before selecting such mutual funds for
reinvestment. Detailed information with respect to the investment objectives
and the management of such mutual funds is contained in their respective
prospectuses, which can be obtained from the Sponsor upon request. An investor
should read the prospectus of the reinvestment fund selected prior to making the
election to reinvest. Unitholders who desire to have such distributions
automatically reinvested should inform their broker at the time of purchase or
should file with the Program Agent referred to below a written notice of
election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust 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 the Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless the
Sponsor determines that such an audit would not be in the best interest of the
Unitholders. The accountants' report will be furnished by the Trustee to any
Unitholder upon written request. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person who at any
time during the calendar year was a Unitholder of the Trust a statement,
covering the calendar year, setting forth:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of the Trust
and for redemptions of Units, if any; and
(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any Securities and the net proceeds
received therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of
the Trust held for distribution to Unitholders of record as of a date
prior to the determination; and
(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; and
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(C) The following information:
(1) A list of the Securities as of the last business day of such calendar
year;
(2) The number of Units outstanding on the last business day of such
calendar year;
(3) The Redemption Price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the
Income and Capital Accounts separately stated, expressed both as total
dollar amounts and as dollar amounts per Unit outstanding on the Record
Dates for each such distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust.
No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.
INVESTMENT SUPERVISION
The Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from the portfolio.
As a general rule, the only purchases and sales that will be made with respect
to the Trust's portfolio will be those necessary to maintain, to the extent
feasible, a portfolio which reflects the current components of the Index, taking
into consideration redemptions, sales of additional Units and the other
adjustments referred to elsewhere in this prospectus. See "Trust Portfolio."
Such purchases and sales will be made in accordance with the computer program
utilized to maintain the portfolio, the Trust Agreement and procedures to be
specified by the Sponsor. The Sponsor may direct the Trustee to dispose of
Securities and either to acquire other Securities through the use of the
proceeds of such disposition in order to make changes in the portfolio or to
distribute the proceeds of such disposition to Unitholders (i) as necessary to
reflect any additions to or deletions from the Index, (ii) as may be necessary
to establish a closer correlation between the Trust portfolio and the Index or
(iii) as may be required for purposes of distributing to Unitholders, when
required, their pro rata share of any net realized capital gains or as the
Sponsor may otherwise determine. As a policy matter, the Sponsor currently
intends to direct the Trustee to acquire round lots of shares of the Securities
rather than odd lot amounts. Any funds not used to acquire round lots will be
held for future purchases of shares, for redemptions of Units or for
distributions to Unitholders. In the event the Trustee receives any securities
or other properties relating to the Securities (other than normal dividends)
acquired in exchange for Securities such as those acquired in connection with a
reorganization, recapitalization, merger or other transaction, the Trustee is
directed to sell such securities or other property and reinvest the proceeds in
shares of the Security for which such securities or other property relates, or
if such Security is thereafter removed from the Index, in any new security which
is added as a component of the Index. In addition, the Sponsor will instruct
the Trustee to dispose of certain Securities and to take such further action as
may be needed from time to time to ensure that the Trust continues to satisfy
the qualifications of a regulated investment company, including the requirements
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with respect to diversification under Section 851 of the Internal Revenue Code,
and as may be needed from time to time to avoid the imposition of any excise tax
on the Trust as a regulated investment company.
Proceeds from the sale of Securities (or any securities or other property
received by the Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
stated under "The Trust Fund" for failed securities and as provided herein, the
acquisition by the Trust of any securities other than the Securities is
prohibited. The Trustee may sell Securities, designated by the Sponsor, from
the Trust for the purpose of redeeming Units tendered for redemption and the
payment of expenses.
ADMINISTRATION OF THE TRUST
THE TRUSTEE. The Trustee is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its 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 portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder. Such books and records shall
be open to inspection by any Unitholder at all reasonable times during usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation. The Trustee shall keep a certified copy or duplicate original of
the Trust Agreement on file in its office available for inspection at all
reasonable times during usual business hours by any Unitholder, together with a
current list of the Securities held in the Trust. Pursuant to the Trust
Agreement, the Trustee may employ one or more agents for the purpose of custody
and safeguarding of Securities comprising the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. If the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
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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 Trust, is an
investment banking firm created in 1995 by a number of former owners and
employees of Ranson Capital Corporation. On November 26, 1996, Ranson &
Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates is the successor
sponsor to unit investment trusts formerly sponsored by EVEREN Unit Investment
Trusts, a service of EVEREN Securities, Inc. Ranson & Associates, is also the
sponsor and successor sponsor of Series of The Kansas Tax-Exempt Trust and
Multi-State Series of The Ranson Municipal Trust. Ranson & Associates, Inc.
is the successor to a series of companies, of first of which was originally
organized in Kansas in 1935. During its history, Ranson & Associates, Inc.
and its predecessors have been active in public and corporate finance and
have sold bonds and unit investment trusts and maintained secondary market
activities relating thereto. At present, Ranson & Associates, Inc., which
is a member of the National Association of Securities Dealers, Inc., is the
Sponsor to each of the above-named unit investment trusts and serves as the
financial advisor and as an underwriter for Kansas municipalities. The
Sponsor's offices are located at 250 North Rock Road, Suite 150, Wichita,
Kansas 67206-2241.
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trust as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust. More comprehensive financial information
can be obtained upon request from the Sponsor.
THE EVALUATOR. 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 may also be amended in any respect by the
Sponsor and the Trustee, or any of the provisions thereof may be waived, with
the consent of the holders of Units representing 66 2/3% of the Units then
outstanding of the Trust, provided that no such amendment or waiver will reduce
the interest of any Unitholder thereof without the consent of such Unitholder or
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reduce the percentage of Units required to consent to any such amendment or
waiver without the consent of all Unitholders of the Trust. In no event shall
the Trust Agreement be amended to increase the number of Units issuable
thereunder or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in the Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Unitholders of the substance of any such amendment.
The Trust Agreement provides that the Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust but in no event is it to continue beyond the Mandatory Termination
Date set forth under "Essential Information." If the value of the Trust shall be
less than the applicable minimum value stated under "Essential Information" (40%
of the aggregate value of the Securities-based on the value at the date of
deposit of such Securities into the Trust), the Trustee may, in its discretion,
and shall, when so directed by the Sponsor, terminate the Trust. The Trust may
be terminated at any time by the holders of Units representing 66 2/3% of the
Units thereof then outstanding. In addition, the Sponsor may terminate the
Trust if the Index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
termination proceedings, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
termination proceedings without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the termination proceedings.
In the event of termination of the Trust, written notice thereof will be sent by
the Trustee to all Unitholders of the Trust. Within a reasonable period after
termination, the Trustee will sell any Securities remaining in the Trust and,
after paying all expenses and charges incurred by the Trust, will distribute to
Unitholders thereof (upon surrender for cancellation of certificates for Units,
if issued) their pro rata share of the balances remaining in the Income and
Capital Accounts of the Trust.
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The Sponsor currently intends, but is not obligated, to offer for sale units of
a subsequent series of the Trust at approximately the time of the Mandatory
Termination Date. If the Sponsor does offer such units for sale, Unitholders
may be given the opportunity to purchase such units at a public offering price
which includes a reduced sales charge. There is, however, no assurance that
units of any new series of the Trust will be offered for sale at that time, or
if offered, that there will be sufficient units available for sale to meet the
requests of any or all Unitholders.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or upon the interest thereof. In addition, the Trust
Agreement contains other customary provisions limiting the liability of the
Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any, related
to the deposit of Securities in the Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year. The Trustee's fee which is calculated monthly is
based on the largest number of Units of the Trust outstanding during the
calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
27
<PAGE>
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trust is expected to result from the use of these funds.
In its capacity as Supervisor, the Sponsor will charge the Trust a surveillance
fee for services performed for the Trust in an amount not to exceed that amount
set forth in "Essential Information" but in no event will such compensation,
when combined with all compensation received from other unit investment trusts
for which the Sponsor both acts as sponsor and provides portfolio surveillance,
exceed the aggregate cost to the Sponsor for providing such services. Such fee
shall be based on the total number of Units of the Trust outstanding as of the
January record date for any annual period.
For evaluation of the Securities, the Evaluator shall receive that fee set forth
under "Essential Information", payable monthly, based upon the largest number of
Units of the Trust outstanding during the calendar year for which such
compensation relates.
The Trustee's fee, Supervisor's fee and Evaluator's fee are deducted from the
Income Account of the Trust to the extent funds are available and then from the
Capital Account. Each such fee may be increased without approval of Unitholders
by amounts not exceeding a proportionate increase in the Consumer Price Index or
any equivalent index substituted therefor.
The Licensor receives an annual fee from the Trust equal to the greater of .02%
of the average net asset value of the Trust or $10,000. This fee covers the
license to the Trust of the use of various trademarks and trade names as
described under "The S&P 600 SmallCap Index."
Expenses incurred in establishing the Trust, including the cost of the initial
preparation of documents relating to
the Trust (including the Prospectus, Trust Agreement and certificates), federal
and state registration fees, the initial fees and expenses of the Trustee, legal
and accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust (out of the Capital Account) and it is
intended that such expenses be amortized over a five year period or the life of
the Trust if less than five years. The following additional charges are or may
be incurred by the Trust: (a) fees for the Trustee's extraordinary services;
(b) expenses of the Trustee (including legal and auditing expenses, but not
including any fees and expenses charged by an agent for custody and safeguarding
of Securities) and of counsel, if any; (c) various governmental charges; (d)
expenses and costs of any action taken by the Trustee to protect the Trust or
the rights and interests of the Unitholders; (e) indemnification of the Trustee
for any loss, liability or expense incurred by it in the administration of the
Trust not resulting from negligence, bad faith or willful misconduct on its part
or its reckless disregard for its obligations under the Trust Agreement; (f)
indemnification of the Sponsor for any loss, liability or expense incurred in
acting in that capacity without gross negligence, bad faith or willful
misconduct or its reckless disregard for its obligations under the Trust
Agreement; and (g) expenditures incurred in contacting Unitholders upon
termination of the Trust. The fees and expenses set forth herein are payable
out of the Trust and, when owing to the Trustee, are secured by a lien on the
Trust. Since the Securities are all common stocks, and the income stream
produced by dividend payments, if any, is unpredictable, the Sponsor cannot
provide any assurance that dividends will be sufficient to meet any or all
expenses of the Trust. If the balances in the Income and Capital Accounts are
insufficient to provide for amounts payable by the Trust, the Trustee has the
power to sell Securities to pay such amounts. These sales may result in capital
gains or losses to Unitholders. See "Federal Tax Status."
28
<PAGE>
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to federal
tax law have been passed upon by Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT AUDITORS
The statement of net assets, including the Trust portfolio, of the Trust 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.
--------------------
29
<PAGE>
REPORT OF INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
We have audited the accompanying statement of net assets, including the Trust
portfolio, of Ranson Unit Investment Trusts, Series 63, as of January 21, 1998.
The statement of net assets is the responsibility of the Sponsor. Our
responsibility is to express an opinion on the statement 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 statement of net assets is free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. Our procedures
included confirmation of a letter of credit or cash 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 statement of net assets presentation. We believe
our audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Ranson Unit Investment
Trusts, Series 63 as of January 21, 1998, in conformity with generally accepted
accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
January 21, 1998
30
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
STATEMENTS OF CONDITION
AT THE OPENING OF BUSINESS ON JANUARY 21, 1998, THE INITIAL DATE OF DEPOSIT
<TABLE>
<CAPTION>
TRUST PROPERTY
S&P 600
SmallCap Trust
--------------
<S> <C>
Contracts to purchase Securities (1) (2) $_______
Organizational costs (3) _______
Total $_______
NUMBER OF UNITS _______
</TABLE>
<TABLE>
<CAPTION>
LIABILITY AND INTEREST OF UNITHOLDERS
<S> <C>
Liability-
Accrued organizational costs (3) $_______
Interest of Unitholders-
Cost to investors (4) _______
Less: Gross underwriting commission (4) _______
Net interest to Unitholders (1) (2) (4) _______
Total $_______
</TABLE>
- --------------------
Notes:
(1) Aggregate cost of the Securities is based on the last sale price
evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by The Bank of New York or cash
has been deposited with the Trustee covering the funds (aggregating
$_________) necessary for the purchase of the Securities in the Trust
represented by purchase contracts.
(3) The Trust will bear all or a portion of its organizational costs, which
the Sponsor intends to defer and amortize over five years or the life of
the Trust if less than five years. Organizational costs have been
estimated based on a projected Trust size of $25,000,000 each. To the
extent the Trust is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
31
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1
PORTFOLIO AS OF JANUARY 21, 1998
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
1 100
2 100
3 100
4 100
5 100
6 100
7 100
8 100
9 100
10 100
11 100
12 100
13 100
14 100
15 100
16 100
17 100
18 100
19 100
20 100
21 100
22 100
23 100
24 100
25 100
26 100
27 100
28 100
29 100
30 100
31 100
32 100
33 100
34 100
35 100
36 100
</TABLE>
32
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
37 100
38 100
39 100
40 100
41 100
42 100
43 100
44 100
45 100
46 100
47 100
48 100
49 100
50 100
51 100
52 100
53 100
54 100
55 100
56 100
57 100
58 100
59 100
60 100
61 100
62 100
63 100
64 100
65 100
66 100
67 100
68 100
69 100
70 100
71 100
72 100
73 100
</TABLE>
33
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
74 100
75 100
76 100
77 100
78 100
79 100
80 100
81 100
82 100
83 100
84 100
85 100
86 100
87 100
88 100
89 100
90 100
91 100
92 100
93 100
94 100
95 100
96 100
97 100
98 100
99 100
100 100
101 100
102 100
103 100
104 100
105 100
106 100
107 100
108 100
109 100
110 100
</TABLE>
34
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
111 100
112 100
113 100
114 100
115 100
116 100
117 100
118 100
119 100
120 100
121 100
122 100
123 100
124 100
125 100
126 100
127 100
128 100
129 100
130 100
131 100
132 100
133 100
134 100
135 100
136 100
137 100
138 100
139 100
140 100
141 100
142 100
143 100
144 100
145 100
146 100
147 100
</TABLE>
35
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
148 100
149 100
150 100
151 100
152 100
153 100
154 100
155 100
156 100
157 100
158 100
159 100
160 100
161 100
162 100
163 100
164 100
165 100
166 100
167 100
168 100
169 100
170 100
171 100
172 100
173 100
174 100
175 100
176 100
177 100
178 100
179 100
180 100
181 100
182 100
183 100
184 100
</TABLE>
36
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
185 100
186 100
187 100
188 100
189 100
190 100
191 100
192 100
193 100
194 100
195 100
196 100
197 100
198 100
199 100
200 100
201 100
202 100
203 100
204 100
205 100
206 100
207 100
208 100
209 100
210 100
211 100
212 100
213 100
214 100
215 100
216 100
217 100
218 100
219 100
220 100
221 100
</TABLE>
37
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
222 100
223 100
224 100
225 100
226 100
227 100
228 100
229 100
230 100
231 100
232 100
233 100
234 100
235 100
236 100
237 100
238 100
239 100
240 100
241 100
242 100
243 100
244 100
245 100
246 100
247 100
248 100
249 100
250 100
251 100
252 100
253 100
254 100
255 100
256 100
257 100
258 100
</TABLE>
38
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
259 100
260 100
261 100
262 100
263 100
264 100
265 100
266 100
267 100
268 100
269 100
270 100
271 100
272 100
273 100
274 100
275 100
276 100
277 100
278 100
279 100
280 100
281 100
282 100
283 100
284 100
285 100
286 100
287 100
288 100
289 100
290 100
291 100
292 100
293 100
294 100
295 100
</TABLE>
39
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
296 100
297 100
298 100
299 100
300 100
301 100
302 100
303 100
304 100
305 100
306 100
307 100
308 100
309 100
310 100
311 100
312 100
313 100
314 100
315 100
316 100
317 100
318 100
319 100
320 100
321 100
322 100
323 100
324 100
325 100
326 100
327 100
328 100
329 100
330 100
331 100
332 100
</TABLE>
40
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
333 100
334 100
335 100
336 100
337 100
338 100
339 100
340 100
341 100
342 100
343 100
344 100
345 100
346 100
347 100
348 100
349 100
350 100
351 100
352 100
353 100
354 100
355 100
356 100
357 100
358 100
359 100
360 100
361 100
362 100
363 100
364 100
365 100
366 100
367 100
368 100
369 100
</TABLE>
41
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
370 100
371 100
372 100
373 100
374 100
375 100
376 100
377 100
378 100
379 100
380 100
381 100
382 100
383 100
384 100
385 100
386 100
387 100
388 100
389 100
390 100
391 100
392 100
393 100
394 100
395 100
396 100
397 100
398 100
399 100
400 100
401 100
402 100
403 100
404 100
405 100
406 100
</TABLE>
42
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
407 100
408 100
409 100
410 100
411 100
412 100
413 100
414 100
415 100
416 100
417 100
418 100
419 100
420 100
421 100
422 100
423 100
424 100
425 100
426 100
427 100
428 100
429 100
430 100
431 100
432 100
433 100
434 100
435 100
436 100
437 100
438 100
439 100
440 100
441 100
442 100
443 100
444 100
</TABLE>
43
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
445 100
446 100
447 100
448 100
449 100
450 100
451 100
452 100
453 100
454 100
455 100
456 100
457 100
458 100
459 100
460 100
461 100
462 100
463 100
464 100
465 100
466 100
467 100
468 100
469 100
470 100
471 100
472 100
473 100
474 100
475 100
476 100
477 100
478 100
479 100
480 100
481 100
482 100
</TABLE>
44
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
483 100
484 100
485 100
486 100
487 100
488 100
489 100
490 100
491 100
492 100
493 100
494 100
495 100
496 100
497 100
498 100
499 100
500 100
501 100
502 100
503 100
504 100
505 100
506 100
507 100
508 100
509 100
510 100
511 100
512 100
513 100
514 100
515 100
516 100
517 100
518 100
519 100
</TABLE>
45
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
520 100
521 100
522 100
523 100
524 100
525 100
526 100
527 100
528 100
529 100
530 100
531 100
532 100
533 100
534 100
535 100
536 100
537 100
538 100
539 100
540 100
541 100
542 100
543 100
544 100
545 100
546 100
547 100
548 100
549 100
550 100
551 100
552 100
553 100
554 100
555 100
556 100
</TABLE>
46
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
557 100
558 100
559 100
560 100
561 100
562 100
563 100
564 100
565 100
566 100
567 100
568 100
569 100
570 100
571 100
572 100
573 100
574 100
575 100
576 100
577 100
578 100
579 100
580 100
581 100
582 100
583 100
584 100
585 100
586 100
587 100
588 100
589 100
590 100
591 100
592 100
593 100
</TABLE>
47
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 63
S&P SMALLCAP 600 INDEX TRUST, SERIES 1-CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
594 100
595 100
596 100
597 100
598 100
599 100
600 100
---------
=========
</TABLE>
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 January 20, 1998 and all have expected settlement dates
of January 23, 1998 (see "The Trust Fund"). The cost of the Securities
to the Sponsor and the cost of the Securities to the Trust are the same;
accordingly, the Sponsor's profit or (loss) on the deposit of
Securities is $0.
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all stocks based on market value as of the
date set forth above. Because the stocks included in each stock index
and the value of such stocks may change from time to time, and because
the Trust may not be able to duplicate the Index exactly, the percentages
set forth above do not represent the actual weighting of each Security
in the Trust portfolio on the Initial Date of Deposit or on any
subsequent date. See "The Trust Portfolio."
48
<PAGE>
Contents Page
- -------- ----
SUMMARY 2
ESSENTIAL INFORMATION 5
THE TRUST FUND 7
THE TRUST PORTFOLIO 8
THE S&P 600 SMALLCAP INDEX 9
RISK FACTORS 11
FEDERAL TAX STATUS 13
PUBLIC OFFERING OF UNITS 15
Public Offering Price 15
Public Distribution of Units 16
Sponsor Profits 18
MARKET FOR UNITS 18
REDEMPTION 18
General 18
Computation of Redemption Price 19
RETIREMENT PLANS 20
UNITHOLDERS 20
Ownership of Units 20
Distributions to Unitholders 21
Distribution Reinvestment 21
Statements to Unitholders 22
Rights of Unitholders 23
INVESTMENT SUPERVISION 23
ADMINISTRATION OF THE TRUST 24
The Trustee 24
The Sponsor 25
The Evaluator 25
Amendment and Termination 25
Limitations on Liability 27
EXPENSES OF THE TRUST 27
LEGAL OPINIONS 29
INDEPENDENT AUDITORS 29
REPORT OF INDEPENDENT AUDITORS 30
STATEMENTS OF CONDITION 31
PORTFOLIO 32
NOTES TO PORTFOLIO 48
-------------------------
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C. under the Securities Act of 1933 and
the Investment Company Act of 1940, and to which reference is made.
-------------------------
No person is authorized to give any information or to make any representations
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the Trust,
the Trustee, or the Sponsor. The Trust is registered as a unit investment trust
under the Investment Company Act of 1940. Such registration does not imply that
the Trust or the Units have been guaranteed, sponsored, recommended or approved
by the United States or any state or any agency or officer thereof.
-------------------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
<PAGE>
- ------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- ------------------
-------------------
S&P 600
SMALLCAP
INDEX TRUST,
SERIES 1
-------------------
PROSPECTUS JANUARY 21, 1998
<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 (to be filed by amendment).
1.1.1. Standard Terms and Conditions of Trust (to be filed by amendment).
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) (to be filed
by amendment).
3.1. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under
"Legal Opinions" in the Prospectus (to be filed by amendment).
3.2. Opinion of counsel to the Sponsor as to the tax status of the
securities being registered (to be filed by amendment).
4.1. Consent of Independent Certified Public Accountants (to be filed by
amendment).
S-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Ranson Unit Investment Trusts, Series 63 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 13th day of January, 1998.
RANSON UNIT INVESTMENT TRUSTS, SERIES 63,
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 January 13, 1998 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
