AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1998
REGISTRATION NO. 333-_____
CIK# 910932
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
----------------------
REGISTRATION STATEMENT
ON
FORM S-6
----------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
RANSON UNIT INVESTMENT TRUSTS, SERIES 64
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.
===============================================================================
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 64
CROSS REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
Form N-8B-2 Item Number Form S-6 Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust )
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Sponsor Information
3. Name and address of Trustee ) Trustee Information
4. Name and address of principal ) Sponsor Information
underwriter
5. Organization of trust ) Summary of the Trust
6. Execution and termination of ) Summary of the Trust
Trust Indenture and Agreement
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) Description of Trust Portfolio-
) General
<PAGE>
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General information regarding ) General Summary of Information
trust's securities and rights )
of security holders ) Redemption and Repurchase
) of Units
) Description of Trust Portfolio-
) General
) Other Rights of Certificate-
) holders
) Sponsor Information
) Trustee Information
) Tax Status
11. Type of securities comprising ) Prospectus Front Cover Page
units )
12. Certain information regarding )*
periodic payment certificates )
<PAGE>
13. (a) Loan, fees, charges and )
expenses ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Estimated Current Return
) Accrued Interest
) Public Offering Information
) Expenses of the Trust
(b) Certain information regarding )
periodic payment plan certificates ) *
(c) Certain percentages ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Estimated Current Return
) Public Offering Information
) Accrued Interest
) Sponsor Information
)
(d) Certain other fees, ) Other Rights of Certificate-
expenses or charges ) holders
payable by holders )
-ii-
<PAGE>
(e) Certain profits to be received )
by depositor, principal underwriter, ) Sponsor Information
trustee or any affiliated persons )
(f) Ratio of annual charges to income ) *
14. Issuance of trust's securities ) Summary of the Trust
) Public Offering Information
15. Receipt and handling of payments ) *
from purchasers )
) Trust Administration
16. Acquisition and disposition of ) Summary of the Trust
underlying securities ) Description of Trust Portfolio
) Trustee Information
17. Withdrawal or redemption ) Redemption and Repurchase
) of Units
) Sponsor Information
18. (a) Receipt and disposition ) Prospectus Front Cover Page
of income ) Accrued Interest
) Distributions of Interest and
) Principal
(b) Reinvestment of distributions ) *
(c) Reserves or special funds ) Expenses of the Trust
) Summary of the Trust
(d) Schedule of distributions ) *
19. records, accounts and reports ) Other Rights of Certificate-
) holders
20. Certain miscellaneous provisions ) Summary of the Trust
of Trust Agreement ) Sponsor Information
) Trustee Information
21. Loans to security holders ) *
22. Limitations on liability ) Summary of the Trust
23. Bonding arrangements ) *
24. Other material provisions of ) *
trust indenture or agreement )
<PAGE>
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor Information
26. Fees received by Depositor ) *
27. Business of Depositor ) Sponsor Information
28. Certain information as to )
officials and affiliated ) *
persons of Depositor )
-iii-
<PAGE>
29. Companies owning securities of ) *
Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Officers of Depositor ) *
32. Compensation of Directors ) *
33. Compensation to Employees ) *
34. Compensation to other persons ) *
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35.Distribution of trust's securities ) Prospectus Front Cover Page
by states ) Objectives of the Trust
36.Suspension of sales of trust's ) *
securities )
37.Revocation of authority to ) *
distribute securities )
38. (a) Method of distribution )
(b) Underwriting agreements ) Public Offering Information
(c) Selling agreement )
39. (a) Organization of principal )
underwriter ) Sponsor Information
(b) N.A.S.D. membership by )
principal underwriter )
)
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Sponsor Information
underwriter )
(b) Branch offices or principal ) *
underwriter )
(c) Salesmen or principal ) *
underwriter )
42. Ownership of securities of the trust ) *
43. Certain brokerage commissions ) *
received by principal underwriter )
44. (a) Method of valuation ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Public Offering Information
) Accrued Interest
) Redemption and Repurchase
) of Units
-iv-
<PAGE>
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) Accrued Interest
price to certain persons ) Public Offering Information
45. Suspension of redemption rights ) *
<PAGE>
46. (a) Redemption valuation ) Estimated Current Return
) Accrued Interest
) Public Offering Information
) Redemption and Repurchase
) of Units
(b) Schedule as to redemption ) *
price )
47. Purchase and sale of interests ) Sponsor Information
in underlying securities ) Redemption and Repurchase
) of Units
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee Information
trustee )
49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Expenses of the Trust
)
50. Trustee's lien ) Accrued Interest
) Distribution of Interest and
) Principal
) Expenses of the Trust
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's )
securities ) *
52. (a) Provisions of trust agreement ) Trustee Information
with respect to replacement or ) Description of Trust Portfolio-
elimination of portfolio securities ) Replacement Bonds
(b) Transactions involving )
elimination of underlying securities ) *
(c) Policy regarding substitution or ) Trustee Information
elimination of underlying securities ) Description of Trust Portfolio-
) Replacement Bonds
(d) Fundamental policy not ) *
otherwise covered )
-v-
<PAGE>
53. Tax status of trust ) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during ) *
last ten years )
55. )
56. Certain information regarding ) *
57. )
58. )
59. Financial statements (Instructions ) Report of Allen, Gibbs &
1(c) to Form S-6) ) Houlik, L.C. Independent
) Auditors
) Statement of Net Assets
-vi-
<PAGE>
Preliminary Prospectus Dated January 14, 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>
PROSPECTUS RANSON UNIT INVESTMENT TRUSTS SERIES 64
DAVID & JANICE KATZ TAX-FREE BOND TRUST
_____ UNITS
THE TRUST. Ranson Unit Investment Trusts, Series 64 consists of one underlying
unit investment trust, the David & Janice Katz Tax-Free Bond Trust (the
"Trust"). The Trust initially consists of bonds and delivery statements
relating to contracts to purchase bonds and, thereafter, will consist of a
$_________ aggregate principal amount portfolio comprised of interest bearing
obligations issued by or on behalf of municipalities or other governmental
authorities (the "Bonds" or "Securities"). In the opinion of counsel, interest
income to the Trust and to Certificateholders, with certain exceptions, is
exempt under existing law from Federal income taxes. Capital gains, if any, are
subject to tax. In addition, the interest income of each Bond is, in the opinion
of recognized bond counsel to the issuing governmental authorities, exempt from
certain state and local taxes, when held by residents of the state where the
issuer of the Bond is located. The objectives of the Trust include 1) interest
income which is exempt from Federal income taxes, 2) conservation of capital,
and 3) liquidity of investment (see "Objectives of the Trust"). The payment of
interest and the preservation of capital are dependent upon the continuing
ability of the issuers and/or obligors of the Bonds to meet their respective
obligations. Certain of the Bonds are obligations which derive their payment
from mortgage loans. A substantial portion of such bonds will probably be
redeemed prior to their scheduled maturities; any such early redemption will
reduce the aggregate principal amount of the Trust and may also affect the
Estimated Long-Term Return and the Estimated Current Return. The Sponsor has a
limited right to substitute other tax-exempt bonds in the Trust portfolio in the
event of a failed contract. There is no assurance that the Trust's objectives
will be met. The Sponsor of the Trust is Ranson & Associates, Inc., Suite 150,
250 North Rock Road, Wichita, Kansas 67206.
PUBLIC OFFERING PRICE. The Public Offering Price of the Units during the
initial offering period is equal to the aggregate offering price of the Bonds in
the portfolio divided by the number of Units outstanding, plus a sales charge
equal to ____% of the Public Offering Price (_____% of the aggregate offering
price of the Bonds). After the initial public offering period, the secondary
market public offering price will be equal to the aggregate bid price of the
Bonds in the portfolio of the Trust divided by the number of Units outstanding,
plus a sales charge of ____% of the Public Offering Price (_____% of the
aggregate bid price of the Bonds). If the Bonds in the Trust were available for
direct purchase by investors, the purchase price of the Bonds would not include
the sales charge included in the Public Offering Price of the Units. In
addition, on transactions entered into on and after _______, 1998, there will
be added an amount equal to the accrued interest from _______, 1998 to the date
of settlement (three business days after order) less distributions from the
Interest Account subsequent to _______, 1998 (the "First Settlement Date"). If
Units were available for purchase at the opening of business on the Date of
Deposit, the Public Offering Price per Unit would have been $________. See
"Public Offering Information." The value of the Bonds will fluctuate with
market and credit conditions, including any changes in interest rate levels.
Units of the Trust are not deposits or obligations of, or guaranteed by, any
bank, and Units are not federally insured or otherwise protected by the Federal
Deposit Insurance Corporation and involve investment risk including loss of
principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Please read this Prospectus and retain it for future reference.
The date of this Prospectus is January 16, 1998.
RANSON & ASSOCIATES, INC.
SPONSOR
<PAGE>
THE UNITS. Each Unit represents a fractional undivided interest in the
principal and net income of the Trust in the ratio of one Unit for each $______
principal value of Bonds originally deposited in the Trust. Initially, Units
will be offered for sale in the minimum amount of five Units.
DISTRIBUTIONS. Distributions of interest received by the Trust will be made on
a monthly basis (pro-rated on an annual basis). The first distribution to
Certificateholders will be made on _______, 1998 to holders of record on
_______, 1998, and thereafter distributions will be made monthly on the first
day of each month to record holders on the fifteenth day of the preceding month.
Distributions of funds in the Principal Account, if any, will also be made
monthly on the first day of each month to record holders on the fifteenth day of
the preceding month.
ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN. The Estimated Current
Return and Estimated Long-Term Return to Certificateholders as of January 15,
1998, the business day prior to the Date of Deposit, were as set forth under
"Summary of Essential Financial Information." The methods of calculating
Estimated Current Return and Estimated Long-Term Return are set forth in the
footnotes to "Summary of Essential Financial Information."
REDEMPTION AND MARKET FOR UNITS. A Certificateholder may redeem Units at the
office of the Trustee, The Bank of New York ("BONY"), at prices based upon the
bid prices of the Bonds (see "Redemption and Repurchase of Units").
2
<PAGE>
RANSON UNIT INVESTMENT TRUSTS
SERIES 64
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
As of January 15, 1998, the business day prior to the Date of Deposit
SPONSOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
<TABLE>
<S> <C>
Principal Amount of Bonds in Trust(1) $ _________
Number of Units _____
Fractional Undivided Interest in Trust per Unit 1/_____
Principal Amount (Par Value) of Bonds per Unit(1) $ _____
Aggregate Offering Price of Bonds in the Trust $__________
Aggregate Offering Price of Bonds per Unit $ _____
Plus Sales Charge 2.00% (2.041% of the Aggregate Offering
Price of the Bonds) $ _____
Public Offering Price per Unit(2) $ _____
Redemption Price per Unit(3) $ _____
Excess of Public Offering Price per Unit Over Redemption
Price per Unit $ _____
Estimated Annual Interest Income per Unit $ _____
Less: Estimated Annual Expense per Unit $ _____
Estimated Annual Net Interest Income per Unit $ _____
Estimated Daily Rate of Net Interest Income Accrual per Unit $ _____
Estimated Current Return(4)(5)(6) _____%
Estimated Long-Term Return(4)(5)(6) _____%
</TABLE>
<TABLE>
<S> <C>
Initial Distribution(______, 1998) $_____ per Unit
First Settlement Date ________, 1998
Minimum Principal Distribution $1.00 per Unit
Mandatory Termination Date _______________
Minimum Principal Amount of Bonds of Trust Under Which
Indenture May Be Terminated $__________
Distribution Dates First day of every month commencing _______, 1998
Trustee's Annual Fee $_____ per $1,000 principal amount of Bonds,
exclusive of expenses of the Trust.
Estimated Annual Organizational Expenses(7) $_____ per Unit
</TABLE>
Evaluations for purpose of sale, purchase or redemption of Units are made as of
3:15 P.M. Central time on days of trading on the New York Stock Exchange next
following receipt of an order for a sale or purchase of Units or receipt by the
Trustee of Units tendered for redemption.
(1) Many unit investment trusts comprised of municipal securities issue a
number of units such that each unit represents approximately $1,000
principal amount of underlying securities. The Sponsor on the other
hand in determining the number of Trust Units has elected not to follow
this format but rather to provide for that number of Units which will
establish as of the Date of Deposit a Public Offering Price per Unit of
approximately $1,000. Because certain of the Bonds may from time to time
under certain circumstances be sold or redeemed or will be called or
mature in accordance with their terms (including the call or sale of
zero coupon bonds at prices less than par value), there is no guarantee
that the value of a Unit at the Trust's termination will be equal to
the Principal Amount (Par Value) of Bonds per Unit stated above.
3
<PAGE>
(2) No accrued interest will be added for any person contracting to purchase
Units on the Date of Deposit. Anyone ordering Units after such date will
pay accrued interest from the First Settlement Date to the date of
settlement (three business days after order) less distributions from the
Interest Account subsequent to the First Settlement Date. A person will
become the owner of Units on the date of settlement provided payment has
been received.
(3) Plus accrued interest to the settlement date in the case of sale or to
the date of tender in the case of redemption.
(4) The Estimated Current Return and Estimated Long-Term Return are
increased for transactions entitled to a reduced sales charge (see "Public
Offering Information").
(5) The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The
estimated net annual interest income per Unit will vary with changes in
fees and expenses of the Trustee and the Evaluator and with the principal
prepayment, redemption, maturity, exchange or sale of Securities while
the Public Offering Price will vary with changes in the offering price of
the underlying Securities; therefore, there is no assurance that the
present Estimated Current Return indicated above will be realized in the
future. The Estimated Long-Term Return is calculated using a formula
which (1) takes into consideration, and determines and factors in the
relative weightings of, the market values, yields (which takes into
account the amortization of premiums and the accretion of discounts) and
estimated retirements of all of the Bonds in the Trust and (2) takes
into account a compounding factor and the expenses and sales charge
associated with each Trust Unit. Since the market values and estimated
retirements of the Bonds and the expenses of the Trust will change, there
is no assurance that the present Estimated Long-Term Return as indicated
above will be realized in the future. The Estimated Current Return and
Estimated Long-Term Return are expected to differ because the calculation
of the Estimated Long-Term Return reflects the estimated date and amount
of principal returned while the Estimated Current Return calculation
includes only net annual interest income and Public Offering Price.
Neither rate reflects the true return to Certificateholders which is
lower because neither includes the effect of the delay in the first
payment to Certificateholders.
(6) These figures are based on estimated per Unit cash flows. Estimated
cash flows will vary with changes in fees and expenses, with changes in
current interest rates and with the principal prepayment, redemption,
maturity, call, exchange or sale of the underlying Securities. The
estimated cash flows for this Trust are available from the Sponsor
upon request.
(7) The Trust (and therefore Certificateholders) will bear all or a portion
of its organizational costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states,
the initial audit of the portfolio and the initial fees and expenses of
the Trustee but not including the expenses incurred in the preparation
and printing of brochures and other advertising materials and any other
selling expenses) as is common for mutual funds. It is intended that
total organizational expenses will be amortized over five years. See
"Expenses of the Trust" and "Statement of Net Assets." Historically,
the sponsors of unit investment trusts have paid all the costs of
establishing such trusts.
4
<PAGE>
SUMMARY OF THE TRUST
The Trust is one of a series of unit investment trusts created under the laws
of the State of New York pursuant to a Trust Indenture and Agreement, dated
January 16, 1998 (the "Indenture"), between Ranson & Associates, Inc., as
Sponsor, and The Bank of New York, as Trustee.
The Trust consists of a portfolio of interest bearing obligations (or
delivery statements relating to contracts to purchase obligations) issued by or
on behalf of states and political subdivisions, municipalities and authorities
thereof, the interest on which is excludable, in the opinion of recognized bond
counsel, from Federal gross income. However, in the case of corporations,
interest on all obligations held by the Trust may be subject to the alternative
minimum tax for Federal income tax purposes. Accordingly, the Trust may be
appropriate only for investors who are not subject to the alternative minimum
tax. See "Tax Status." An investment in the Trust should be made with an
understanding of the risks associated with an investment in such obligations.
Fluctuations in interest rates may cause corresponding fluctuations in the value
of the Bonds in the portfolio. The Sponsor cannot predict whether the value of
the Bonds in the portfolio will increase or decrease.
On the Date of Deposit, the Sponsor deposited with the Trustee an aggregate
of $_________ principal amount of interest-bearing obligations, including
delivery statements relating to contracts for the purchase of certain such
obligations. Upon deposit of such Bonds the Trustee delivered to the Sponsor a
certificate evidencing the ownership of _____ Units of the Trust, which are
offered for sale by this Prospectus. Each Unit initially offered represents a
1/_____ undivided interest in the Trust. To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest in the Trust
represented by each unredeemed Unit will increase, although the actual interest
in the Trust represented by such fraction will remain unchanged. Units in the
Trust will remain outstanding until redeemed upon tender to the Trustee by
Certificateholders, which may include the Sponsor, or until the termination of
the Indenture.
The Indenture may be amended at any time by consent of Certificateholders
representing at least 51% of the Units of the Trust then outstanding. The
Indenture may also be amended by the Trustee and the Sponsor without the consent
of any of the Certificateholders 1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or 2)
to make such other provisions as shall not adversely affect the interest of the
Certificateholders, provided, however, that the Indenture may not be amended to
increase the number of Units issuable thereunder or to permit the deposit or
acquisition of bonds either in addition to, or in substitution for any of the
Bonds initially deposited in the Trust except in connection with the limited
right of substitution of Replacement Bonds for failed Bonds (see "Description of
Trust Portfolio") and for the substitution of refunding bonds under certain
circumstances. The Trustee shall advise the Certificateholders of any amendment
promptly after the execution thereof.
The Trust may be terminated at any time by consent of Certificateholders
representing at least 51% of the Units of the Trust then outstanding or by the
Trustee when the value of the Trust, as shown by any semi-annual evaluation, is
less than 20% of the original principal amount of the Trust and will be
liquidated by the Trustee in the event that a sufficient number of Units not yet
sold are tendered for redemption by the Sponsor and the Underwriters thereby
reducing the net worth of the Trust to less than 40% of the principal amount of
the Bonds originally deposited in the portfolio. The Indenture will terminate
upon the redemption, sale or other disposition of the last Bond held in the
Trust, but in no event shall it continue beyond the end of the calendar year
preceding the fiftieth anniversary of its execution.
5
<PAGE>
Written notice of any termination specifying the time or times at which
Certificateholders may surrender their certificates for cancellation shall be
given by the Trustee to each Certificateholder at the address appearing on the
registration books of the Trust maintained by the Trustee. The Trustee will
begin to liquidate any Bonds held in the Trust within a reasonable period of
time from said notification and shall deduct from the proceeds any accrued
costs, expenses or indemnities provided by the Indenture, including any
compensation due the Trustee, any costs of liquidation and any amounts required
for payment of any applicable taxes, governmental charges or final operating
costs of the Trust.
The Trustee shall then distribute to Certificateholders their pro rata shares
of the remaining balances in the Principal and Interest Accounts together with a
final distribution statement which will be in substantially the same form as the
annual distribution statement (see "Other Rights of Certificateholders"). Any
amount held by the Trustee in any reserve account will be distributed when the
Trustee determines the reserve is no longer necessary in the same manner as the
final distribution from the Principal and Interest Accounts (see "Distribution
of Interest and Principal").
The Sponsor and the Trustee shall be under no liability to Certificateholders
for taking any action or for refraining from any action in good faith pursuant
to the indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith, willful misconduct or reckless disregard of
their duties. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Bonds. In the event of the
failure of the Sponsor to act under the Indenture, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Bonds or upon the interest thereon or upon it
as Trustee under the Indenture or upon or in respect of the Trust which the
Trustee may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction.
Approximately ___% of the aggregate principal amount of the Bonds in the
Trust are "zero coupon" bonds. Zero coupon bonds are purchased at a deep
discount because the buyer receives only the right to receive a final payment at
the maturity of the bond and does not receive any periodic interest payments.
The effect of owning deep discount bonds which do not make current interest
payments (such as the zero coupon bonds) is that a fixed yield is earned not
only on the original investment but also, in effect, on all discount earned
during the life of such obligation. This implicit reinvestment of earnings at
the same rate eliminates the risk of being unable to reinvest the income on such
obligation at a rate as high as the implicit yield on the discount obligation,
but at the same time eliminates the holder's ability to reinvest at higher rates
in the future. For this reason, zero coupon bonds are subject to substantially
greater price fluctuations during periods of changing market interest rates than
are securities of comparable quality which pay interest currently. See also
note (6) to "Notes to Trust Portfolio."
6
<PAGE>
DESCRIPTION OF TRUST PORTFOLIO
PORTFOLIO. The Trust consists of ___ obligations of issuers. ___ of the issues
in the Trust are general obligations of the governmental entity issuing them or
are backed by the taxing power thereof representing _____% of principal amount
of bonds in the Trust. The remaining issues are payable directly or indirectly
from the income of a specific project or authority and are divided by source of
revenue (and percentage of principal amount to total Trust) as follows:
Transportation, __ (____%), Economic Development, __ (_____%); Health Care, __
(_____%); Public Facilities, __ (____%); Education, __ (____%); and
Miscellaneous, __ (____%). The dollar weighted average maturity of the Bonds in
the Trust is ____ years. ______ of the issues in the Trust are subject to the
alternative minimum tax. Approximately ____% of the principal amount of the
Bonds in the Trust are issued by issuers located in the state of New Jersey.
Certain of the Bonds may be general obligations of a governmental entity that
are backed by the taxing power of such entity. All other Bonds in the Trust are
revenue bonds payable from the income of a specific project or authority and are
not supported by the issuer's power to levy taxes. General obligation bonds are
secured by the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. Revenue bonds, on the other hand, are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or other
specific revenue source. There are, of course, variations in the security of
the different Bonds in the Trust, both within a particular classification and
between classifications, depending on numerous factors.
REPLACEMENT BONDS. Because certain of the Bonds in the Trust may from time
to time under certain circumstances be sold or redeemed or will mature in
accordance with their terms and because the proceeds from such events will be
distributed to Certificateholders and will not be reinvested, no assurance can
be given that the Trust will retain for any length of time its present size and
composition. Neither the Sponsor nor the Trustee shall be liable in any way for
any default, failure or defect in any Bond. In the event of a failure to
deliver any Bond that has been purchased for the Trust under a contract,
including any Bonds purchased on a "delayed delivery" basis ("Failed Bonds"),
the Sponsor is authorized under the Indenture to direct the Trustee to acquire
other bonds ("Replacement Bonds") to make up the original corpus of the Trust.
The Replacement Bonds must be purchased within 20 days after delivery of the
notice of the failed contract and the purchase price (exclusive of accrued
interest) may not exceed the amount of funds reserved for the purchase of the
Failed Bonds. The Replacement Bonds (i) must be tax-exempt bonds issued by
states or their political subdivisions, (ii) must have a fixed maturity date of
at least 10 years, (iii) must be purchased at a price that results in a yield to
maturity and in a current return, in each case as of the Date of Deposit, at
least equal to that of the Failed Bonds, (iv) shall not be "when, as and if
issued" bonds and (v) must be rated "BBB-" or better by Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. ("Standard & Poor's" or "S&P") or
"Baa3" or better by Moody's Investors Service, Inc. ("Moody's"). Whenever a
Replacement Bond has been acquired for the Trust, the Trustee shall, within five
days thereafter, notify all Certificateholders of the Trust of the acquisition
of the Replacement Bonds and shall, on the next monthly distribution date which
is more than 30 days thereafter, make a pro rata distribution of the amount, if
any, by which the cost to the Trust of the Failed Bond exceeded the cost of the
Replacement Bond plus accrued interest. Once the original corpus of the Trust
is acquired, the Trustee will have no power to vary the investment of the Trust,
i.e., the Trust will have no managerial power to take advantage of market
variations to improve a Certificateholder's investment.
7
<PAGE>
If the right to limited substitution described in the preceding paragraph
shall not be utilized to acquire Replacement Bonds in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Bonds to all Certificateholders of the Trust and distribute the principal and
accrued interest (at the coupon rate of such Failed Bonds to the date the Failed
Bonds are removed from the Trust) attributable to such Failed Bonds not more
than 30 days after such removal or such earlier time as the Trustee in its sole
discretion deems to be in the interest of the Certificateholders. In the event
a Replacement Bond should not be acquired by the Trust, the estimated net annual
interest income per Unit for the Trust would be reduced and the Estimated
Current Return and Estimated Long-Term Return thereon might be lowered. In
addition, Certificateholders should be aware that they may not be able at the
time of receipt of such principal to reinvest such proceeds in other securities
at a yield equal to or in excess of the yield which such proceeds were earning
to Certificateholders in the Trust.
GENERAL. Certain of the Bonds in the Trust are subject to redemption prior to
their stated maturity date pursuant to sinking fund provisions, call provisions
or extraordinary optional or mandatory redemption provisions. A sinking fund is
a reserve fund accumulated over a period of time for retirement of debt. A
callable debt obligation is one which is subject to redemption or refunding
prior to maturity at the option of the issuer. A refunding is a method by which
a debt obligation is redeemed, at or before maturity, by the proceeds of a new
debt obligation. In general, call provisions are more likely to be exercised
when the offering side valuation is at a premium over par than when it is at a
discount from par. The portfolio contains a listing of the sinking fund and
call provisions, if any, with respect to each of the debt obligations.
Extraordinary optional redemptions and mandatory redemptions result from the
happening of certain events. Generally, events that may permit the
extraordinary optional redemption of Bonds or may require the mandatory
redemption of Bonds include, among others: a final determination that the
interest on the Bonds is taxable; the substantial damage or destruction by fire
or other casualty of the project for which the proceeds of the Bonds were used;
an exercise by a local, state or Federal governmental unit of its power of
eminent domain to take all or substantially all of the project for which the
proceeds of the Bonds were used; changes in the economic availability of raw
materials, operating supplies or facilities or technological or other changes
which render the operation of the project for which the proceeds of the Bonds
were used uneconomic; changes in law or an administrative or judicial decree
which renders the performance of the agreement under which the proceeds of the
Bonds were made available to finance the project impossible or which creates
unreasonable burdens or which imposes excessive liabilities, such as taxes, not
imposed on the date the Bonds are issued on the issuer of the Bonds or the user
of the proceeds of the Bonds; an administrative or judicial decree requires the
cessation of a substantial part of the operations of the project financed with
the proceeds of the Bonds; an overestimate of the costs of the project to be
financed with the proceeds of the Bonds resulting in excess proceeds of the
Bonds which may be applied to redeem Bonds; or an underestimate of a source of
funds securing the Bonds resulting in excess funds which may be applied to
redeem Bonds. See "Trust Portfolio" and footnote (3) in "Notes to Trust
Portfolio." See also "Portfolio" above for possible redemptions prior to initial
stated call dates. Certain of the Bonds in the Trust may have been purchased by
the Trust at premiums over the par value (principal amount) of such Bonds (see
"Trust Portfolio"). To the extent Certificateholders acquire their Units at a
time Bonds are valued at a premium over such par value and such Bonds are
subsequently redeemed or prepaid at par or for less than such valuations,
Certificateholders will likely sustain losses in connection with such
redemptions or prepayments. For the tax effects of Bond redemptions generally,
see "Tax Status."
To the best knowledge of the Sponsor there is no litigation pending as of the
Date of Deposit in respect of any Bonds which might reasonably be expected to
have a material adverse effect upon the Trust. At any time after the Date of
8
<PAGE>
Deposit, litigation may be initiated on a variety of grounds with respect to
Bonds in the Trust. Such litigation, as, for example, suits challenging the
issuance of pollution control revenue bonds under environmental protection
statutes, may affect the validity of such Bonds or the tax-free nature of the
interest thereon. While the outcome of litigation of such nature can never be
entirely predicted, the Trust has received opinions of bond counsel to the
issuing authorities of each Bond on the date of issuance to the effect that such
Bonds have been validly issued and that the interest thereon is exempt from
Federal income tax. In addition, other factors may arise from time to time
which potentially may impair the ability of issuers to meet obligations
undertaken with respect to the Bonds.
OBJECTIVES OF THE TRUST
The Trust has been formed to provide Certificateholders interest income which
is exempt from Federal income taxes. In addition, the Trust also has
objectives which include conservation of capital and liquidity of investment.
There is no assurance that the Trust's objectives will be met.
In selecting Bonds for the Trust, the following facts, among others, were
considered by the Sponsor: (a) either the Standard & Poor's rating of the Bonds
was in no case less than "BBB-" or the Moody's Investors Service, Inc. rating of
the Bonds was in no case less than "Baa3" including provisional or conditional
ratings, respectively, or, if not rated, the Bonds had, in the opinion of the
Sponsor, credit characteristics sufficiently similar to the credit
characteristics of interest-bearing tax-exempt obligations that were so rated as
to be acceptable for acquisition by the Trust (see "Description of Bond
Ratings") and (b) the prices of the Bonds relative to other bonds of comparable
quality and maturity. Medium-quality Bonds (rated BBB or A by S&P or Baa or A
by Moody's) are obligations of issuers that are considered to possess adequate,
but not outstanding, capacities to service the obligations. Investment in
medium-quality debt securities involves greater investment risk, including the
possibility of issuer default or bankruptcy, than investment in higher-quality
debt securities. An economic downturn could severely disrupt this market and
adversely affect the value of outstanding bonds and the ability of the issuers
to repay principal and interest. During a period of adverse economic changes,
including a period of rising interest rates, issuers of such bonds may
experience difficulty in servicing their principal and interest payment
obligations. Medium quality debt securities tend to be less marketable than
higher-quality debt securities because the market for them is less broad.
During periods of thin trading in these markets, the spread between bid and
asked prices is likely to increase significantly, and the Trust may have greater
difficulty selling the medium-quality debt securities in its portfolio.
Subsequent to the Date of Deposit, a Bond may cease to be rated or its rating
may be reduced below the minimum required as of the Date of Deposit. Neither
event requires elimination of such Bond from a portfolio but may be considered
in the Sponsor's determination as to whether or not to direct the Trustee to
dispose of the Bond (see "Trustee Information").
The Trust consists of a portfolio of fixed rate, long-term debt obligations.
An investment in the Trust should be made with an understanding of the risks
associated with an investment in such obligations. Fluctuations in interest
rates may cause corresponding fluctuations in the value of the Bonds in the
portfolio. The Sponsor cannot predict whether the value of the Bonds in the
portfolio will increase or decrease.
ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN
As of the business day prior to the Date of Deposit, the Estimated Current
Return and the Estimated Long-Term Return were as set forth in "Summary of
Essential Financial Information." Estimated Current Return is calculated by
9
<PAGE>
dividing the estimated net annual interest income per Unit by the Public
Offering Price. The estimated net annual interest income per Unit will vary
with changes in fees and expenses of the Trustee and the Evaluator and with the
principal prepayment, redemption, maturity, exchange or sale of Securities while
the Public Offering Price will vary with changes in the offering price of the
underlying Securities; therefore, there is no assurance that the present
Estimated Current Return will be realized in the future. Estimated Long-Term
Return is calculated using a formula which (1) takes into consideration, and
determines and factors in the relative weightings of, the market values, yields
(which takes into account the amortization of premiums and the accretion of
discounts) and estimated retirements of all of the Securities in the Trust and
(2) takes into account a compounding factor and the expenses and sales charge
associated with the Trust Unit. Since the market values and estimated
retirements of the Securities and the expenses of the Trust will change, there
is no assurance that the present Estimated Long-Term Return will be realized in
the future. Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculation includes only net annual interest income and Public
Offering Price. Neither rate reflects the true return to Certificateholders
which is lower because neither includes the effect of the delay in the first
payment to Certificateholders.
In order to acquire certain of the Bonds contracted for by the Sponsor for
deposit in the Trust, it may be necessary for the Sponsor or Trustee to pay on
the settlement dates for delivery of such Bonds amounts covering accrued
interest on such Bonds which exceed (1) the amounts paid by Certificateholders
and (2) the amounts which will be made available through cash furnished by the
Sponsor on the Date of Deposit, which amount of cash may exceed the interest
which would accrue to the First Settlement Date. The Trustee has agreed to pay
any amounts necessary to cover any such excess and will be reimbursed therefor,
without interest, when funds become available from interest payments on the
particular Bonds with respect to which such payments may have been made.
PUBLIC OFFERING INFORMATION
Units in the Trust are offered at the Public Offering Price which during the
initial public offering period is based on the offering prices of the Bonds in
the Trust plus a sales charge of _____% of the Public Offering Price (equivalent
to _____% of the aggregate offering price of the Bonds in the portfolio) and
which in the secondary market is based on the bid prices of the Bonds in the
portfolio and includes a sales charge of _____% of the Public Offering Price
(equivalent to _____% of the aggregate bid price of the Bonds in the portfolio)
plus accrued and undistributed interest to the settlement date. The initial
public offering period shall terminate upon the sale to the public of all the
Units in the Trust. Upon termination of the initial offering period, any unsold
Units and any Units repurchased in the secondary market may be offered by this
Prospectus at the secondary Public Offering Price in the manner described
herein.
Although payment is normally made three business days following the order for
purchase, payment may be made prior thereto. A person will become the owner of
Units on the date of settlement provided payment has been received. Cash, if
any, made available to the Sponsor prior to the date of settlement for the
purchase of Units may be used in the Sponsor's business and may be deemed to be
a benefit to the Sponsor, subject to the limitations of the Securities Exchange
Act of 1934.
10
<PAGE>
During the initial offering period, Units will be distributed to the public
through the Sponsor and through certain dealers. Dealers will be allowed a
concession during the initial offering period equal to _____% of the Public
Offering Price.
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 an amount allowing a
concession equal to that shown above for dealers. 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.
To facilitate the handling of transactions during the initial public offering
period, sales of Units shall normally be limited to transactions involving a
minimum of five Units. Further purchases may be made in multiples of one Unit.
The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units and to change the amount of the concession to dealers, set
forth below, from time to time.
ACCRUED INTEREST
Accrued interest which is the accumulation of unpaid interest on a bond from
the last day on which interest thereon was paid. Interest on Bonds in the Trust
is paid to the Trustee either monthly or semi-annually. However, interest on
the Bonds in the Trust is accounted for daily on an accrual basis. Because of
this, the Trust always has an amount of interest earned but not yet collected by
the Trustee because of coupons that are not yet due. For this reason, with
respect to sales settling subsequent to the First Settlement Date, the Public
Offering Price of Units will have added to it the proportionate share of accrued
and undistributed interest to the date of settlement. Certificateholders will
receive on the next distribution date of the Trust the amount, if any, of
accrued interest paid on their Units.
In an effort to reduce the amount of accrued interest which would otherwise
have to be paid in addition to the Public Offering Price in the sale of Units to
the public, the Trustee will advance the amount of accrued interest as of the
First Settlement Date and the same will be distributed to the Sponsor, as the
Certificateholder of record on such date. Consequently, the amount of accrued
interest to be added to the Public Offering Price of Units will include only
accrued interest arising after the First Settlement Date of the Trust, less any
distributions from the Interest Account subsequent to this First Settlement
Date. Since the First Settlement Date is the date of settlement for anyone
ordering Units on the Date of Deposit, no accrued interest will be added to the
Public Offering Price of Units ordered on the Date of Deposit.
Because of the varying interest payment dates of the Bonds, accrued interest
at any point in time will be greater than the amount of interest actually
received by the Trust and distributed to Certificateholders. Therefore, there
will always remain an item of accrued interest that is added to the value of the
Units. If a Certificateholder sells or redeems all or a portion of his Units,
he will be entitled to receive his proportionate share of the accrued interest
from the purchaser of his Units. Since the Trustee has use of the funds held in
the Interest Account for distributions to Certificateholders and since such
Account is non-interest-bearing to Certificateholders, the Trustee benefits
thereby.
11
<PAGE>
REDEMPTION AND REPURCHASE OF UNITS
Certificateholders may redeem all or a portion of their Units by tender to
the Trustee, at its Unit Investment Trust Division, 101 Barclay Street, New
York, New York 10286, of the certificates representing Units to be redeemed,
duly endorsed or accompanied by proper instruments of transfer with signature
guaranteed. In order to effect a redemption of Units, Certificateholders must
tender their certificates to the Trustee or provide satisfactory indemnity
required in connection with lost, stolen or destroyed certificates. No
redemption fee will be charged. On the third business day following such
tender, the Certificateholder will be entitled to receive in cash for each Unit
tendered an amount equal to the redemption price per Unit as next computed after
receipt by the Trustee of such tender of Units as determined by the bid price of
the Bonds in the Trust on the date of tender (the "Redemption Price") plus
accrued interest to, but not including, the date of redemption. The price
received upon redemption may be more or less than the amount paid by the
Certificateholder depending on the value of the Bonds on the date of tender.
The value of the Bonds will fluctuate with market and credit conditions,
including any changes in interest rate levels.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account, or if the balance therein is insufficient, from the Principal Account.
All other amounts paid on redemption shall be withdrawn from the Principal
Account. In addition, the Trustee is empowered, with certain recommendations
allowed by the Sponsor, to sell Bonds in the portfolio of the Trust to make
funds available for redemption. Units redeemed shall be cancelled and not be
available for reissuance.
The recognized date of tender is deemed to be the date on which Units are
received in proper form by the Trustee prior to 3:15 p.m. Central time. Units
received by the Trustee after 3:15 p.m. will be deemed to have their recognized
date of tender on the next business day on which the New York Stock Exchange is
open for trading and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price computed on that date
(see "Evaluation of the Trust").
To the extent that Bonds in the portfolio of the Trust are sold to meet
redemptions, the size and diversity of the Trust will be reduced. Such sales
may occur at a time when Bonds might not otherwise be sold which may result in
lower prices received on the Bonds than might be realized under normal trading
conditions.
Under regulations issued by the Internal Revenue Service, the Trustee will be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming
Certificateholder'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 Certificateholder only when filing his or
her tax return. Under normal circumstances the Trustee obtains the
Certificateholder's tax identification number from the selling broker at the
time the certificate is issued, and this number is printed on the certificate
and on distribution statements. If a Certificateholder's tax identification
number does not appear on the certificate or statements, or if it is incorrect,
the Certificateholder should contact the Trustee before presenting a certificate
for redemption to determine what action, if any, is required to avoid this back-
up withholding.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or during which the Securities and Exchange
Commission determines that trading on that Exchange is restricted or an
12
<PAGE>
emergency exists, as a result of which disposal or evaluation of the Bonds is
not reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit.
The Trustee shall notify the Sponsor of any tender of Units for redemption.
If the Sponsor's repurchase price in the secondary market at that time equals or
exceeds the redemption price, it may repurchase such Units by notifying the
Trustee before the close of business on the second succeeding business day and
by making payment therefor to the tendering Certificateholder not later than the
day on which payment would otherwise have been made by the Trustee. The
secondary market Public Offering Price of any Units thus acquired by the Sponsor
will be in accord with the procedure described in the then currently effective
prospectus relating to such Units. Units held by the Sponsor may be tendered to
the Trustee for redemption. Any profit or loss resulting from the resale or
redemption of such Units will belong to the Sponsor.
The aggregate bid prices of the underlying Bonds in the Trust are expected to
be less than the related aggregate offering prices. A Certificateholder who
wishes to dispose of his Units should inquire of his 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.
DISTRIBUTION OF INTEREST AND PRINCIPAL
Interest received by the Trust, including that part of the proceeds from the
disposition of Bonds, if any, which represents accrued interest, is credited by
the Trustee to the Interest Account. Any other receipts are credited to the
Principal Account. Interest received by the Trust will be distributed on or
shortly after the first day of each month on a pro rata basis to
Certificateholders of record as of the preceding record date (which is the
fifteenth day of the month next preceding the distribution). All distributions
will be net of applicable expenses. The pro rata share of cash in the Principal
Account will be computed on the fifteenth day of each month and will be
distributed to the Certificateholders as of the first day of the next succeeding
month. Such principal distribution may be combined with any interest
distribution due to the Certificateholder at that time. Proceeds received from
the disposition of any of the Bonds in the portfolio of the Trust after each
record date and prior to the following distribution date will be held in the
Principal Account and not distributed until the next distribution date. The
Trustee is not required to pay interest on funds held in the Principal or
Interest Accounts (but may itself earn interest thereon and therefore benefit
from the use of such funds) nor to make a distribution from the Principal
Account unless the amount available for distribution shall equal at least $1.00
per Unit.
The distribution to the Certificateholders as of each record date after the
First Settlement Date will be made on the following distribution date or shortly
thereafter and shall consist of an amount substantially equal to the
Certificateholder's pro rata share of the estimated annual income after
deducting estimated expenses. Because interest payments are not received by the
Trust at a constant rate throughout the year, such interest distribution may be
more or less than the amount credited to the Interest Account as of the record
date. For the purpose of minimizing fluctuations in the distributions from the
Interest Account, the Trustee is authorized to advance such amounts as may be
necessary to provide interest distributions of approximately equal amounts. The
Trustee shall be reimbursed, without interest, for any such advances from funds
in the Interest Account on the ensuing record date. A person who purchases
Units will commence receiving distributions only after such person becomes a
record owner. 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.
13
<PAGE>
As of the fifteenth day of each month, the Trustee will deduct from the
Interest Account and, to the extent funds are not sufficient therein, from the
Principal Account, amounts necessary to pay the expenses of the Trust (see
"Expenses of the Trust"). The Trustee may also withdraw from said accounts an
amount, if deemed necessary, to fund a reserve for any governmental charges or
anticipated Trust expenses which may be payable out of the Trust. Amounts so
withdrawn will not be considered a part of the Trust's assets until such time as
the Trustee shall return all or part of the amount withdrawn to the appropriate
accounts. In addition, the Trustee may withdraw from the Interest and Principal
Accounts such amounts as may be necessary to cover purchases of Replacement
Bonds and redemptions of Units by the Trustee (see "Description of Trust
Portfolio" and "Redemption and Repurchase of Units").
Funds which are available for future distributions, redemptions and payment
of expenses are held in accounts which are non-interest bearing to
Certificateholders and are available for use by the Trustee pursuant to normal
banking procedures.
TAX STATUS
At the respective times of issuance of the Bonds, opinions relating to the
validity thereof and to the exclusion of interest thereon from federal gross
income are rendered by bond counsel to the respective issuing authorities. In
addition, where applicable, bond counsel to the issuing authorities rendered
opinions as to the exemption of interest on such Bonds, when held by residents
of the state in which the issuers of such Bonds are located, from state income
taxes and certain state or local intangibles and local income taxes. Neither
the Sponsor nor its counsel have made any special review for the Trust of the
proceedings relating to the issuance of the Bonds or of the basis for the
opinions rendered in connection therewith. If the interest on a Bond should be
determined to be taxable, the Bond would generally have to be sold at a
substantial discount. In addition, investors could be required to pay income
tax on interest received prior to the date on which interest is determined to be
taxable. Gain realized on the sale or redemption of the Bonds by the Trustee or
of a Unit by a Certificateholder is, income for state tax purposes. (It should
be noted in this connection that such gain does not include any amounts received
in respect of accrued interest or accrued original issue discount, if any.) If
a Bond is acquired with accrued interest, that portion of the price paid for the
accrued interest is added to the tax basis of the Bond. If a Bond is purchased
for a premium, the amount of the premium is added to the tax basis of the Bond.
Bond premium is amortized over the remaining term of the Bond, and the tax basis
of the Bond is reduced each tax year by the amount of the premium amortized in
that tax year.
For purposes of the following opinions, it is assumed that each asset of the
Trust is debt the interest on which is excluded for federal income tax purposes.
In the opinion of Chapman and Cutler, Counsel to the Sponsor, under existing
law:
1) The Trust is not an association taxable as a corporation for federal
income tax purposes and interest and accrued original issue discount on Bonds
which are excluded from gross income under the Internal Revenue Code of 1986
(the "Code") will retain its status when distributed to the
Certificateholder; however, such interest may be taken into account in
computing the alternative minimum tax, an additional tax on branches of
foreign corporations and the environmental tax (the "Superfund Tax").
14
<PAGE>
2) Each Certificateholder is considered to be the owner of a pro rata por-
tion of each asset of the Trust under subpart E, subchapter J of Chapter 1 of
the Code and will have a taxable event when the Trust disposes of a Bond or
when the Certificateholder redeems or sells Units. If the Certificateholder
disposes of a Unit, he is deemed thereby to dispose of his entire pro rata
interest in all assets of the Trust involved including his pro rata portion
of all the Bonds represented by a Unit. Legislative proposals have been made
that would treat certain transactions designed to reduce or eliminate risk of
loss and opportunities for gain as constructive sales for purpose of
recognition of gain (but not loss). Certificateholders should consult their
own tax advisors with regard to any such constructive sale rules.
Certificateholders must reduce the tax basis of their Units for their share
of accrued interest received by a Trust, if any, on Bonds delivered after the
date the Certificateholders pay for their Units to the extent that such
interest accrued on such Bonds before the date the Trust acquired ownership
of the Bonds (and the amount of this reduction may exceed the amount of
accrued interest paid to the seller) and, consequently, such
Certificateholder may have an increase in taxable gain or reduction in
capital loss upon the disposition of such Units. Gain or loss upon the sale
or redemption of units is measured by comparing the proceeds of such sale or
redemption with the adjusted basis of the Units. If the Trustee disposes of
Bonds (whether by sale, payment on maturity, redemption or otherwise), gain
or loss is recognized to the Certificateholder, subject to various
nonrecognition provisions of the Code. The amount of any such gain or loss
is measured by comparing the Certificateholder's pro rata share of the total
proceeds from such disposition with the Certificateholder's basis for his or
her fractional interest in the asset disposed of. In the case of a
Certificateholder who purchases Units, such basis (before adjustment for
earned original issue discount and amortized bond premium, if any) is
determined by apportioning the cost of the Units among each of the Trust
assets ratably according to value as of the valuation date nearest the date
of acquisition of the Units. It should be noted that certain legislative
proposals have been made which could affect the calculation of basis for
Certificateholders holding securities that are substantially identical to the
Bonds. Certificateholders should consult their own tax advisors with regard
to the calculation of basis. The tax cost reduction requirements of said
Code relating to amortization of bond premium may, under some circumstances,
result in the Certificateholder realizing a taxable gain when his Units are
sold or redeemed for an amount equal to or less than his original cost. A
Certificateholder will realize a taxable gain when his Units are sold or
redeemed for an amount greater than his adjusted basis in his Units at the
time of such sale or redemption.
Sections 1288 and 1272 of the Code provide a complex set of rules governing
the accrual of original issue discount. These rules provide that original issue
discount accrues either on the basis of a constant compound interest rate or
ratably over the term of the Bond, depending on the date the Bond was issued.
In addition, special rules apply if the purchase price of a Bond exceeds the
original issue price plus the amount of original issue discount which would have
previously accrued based on its issue price (its "adjusted issue price") to
prior owners. If a Bond is acquired with accrued interest, that portion of the
purchase price paid for the accrued interest is added to the tax basis of the
Bond. When this accrued interest is received, it is treated as a return of
capital and reduces the tax basis of the Bond. If a Bond is purchased for a
premium, the amount of the premium is added to the tax basis of the Bond. Bond
premium is amortized over the remaining term of the Bond, and the tax basis of
the Bond is reduced each year by the amount of the premium amortized in that tax
year. The application of these rules will also vary depending on the value of
the Bond on the date a Certificateholder acquires his Units and the price the
Certificateholder pays for his Units. Investors with questions regarding these
Code sections should consult with their tax advisers.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") subjects tax-exempt
bonds to the market discount rules of the Code effective for bonds purchased
after April 30, 1993. In general, market discount is the amount (if any) by
15
<PAGE>
which the stated redemption price at maturity exceeds an Investor's purchase
price (except to the extent that such difference, if any, is attributable to
original issue discount not yet accrued) subject to a statutory de minimis rule.
Market discount can arise based on the price the Trust pays for Bonds or the
price a Certificateholder pays for his or her Units. Under the Tax Act,
accretion of market discount is taxable as ordinary income; under prior law the
accretion had been treated as capital gain. Market discount that accretes while
the Trust holds a Bond would be recognized as ordinary income by the
Certificateholders when principal payments are received on the Bond, upon sale
or at redemption (including early redemption) or upon the sale or redemption of
the Units, unless a Certificateholder elects to include market discount in
taxable income as it accrues. The market discount rules are complex and
Certificateholders should consult their tax advisers regarding these rules and
their application.
Interest on certain "specified private activity bonds" held by the Trust will
be treated as an item of tax preference for purposes of computing the
alternative minimum tax of all Certificateholders of the Trust, including
individuals. As a result, such interest income may be subject to the
alternative minimum tax. The Trust will annually supply Certificateholders with
information regarding the amount of Trust income attributable to those
"specified private activity bonds" held by the Trust that give rise to a
specific item of tax preference. Certificateholders should consult their tax
adviser regarding the potential application of the alternative minimum tax and
the impact of a portion of the Trust's income being characterized as a tax
preference.
For purposes of computing the alternative minimum tax for individuals and
corporations and the Superfund Tax for corporations, interest on certain private
activity bonds (which includes most industrial and housing revenue bonds) issued
on or after August 8, 1986 such as the AMT Bonds, is included as an item of tax
preference.
In the case of corporations, for taxable years beginning after December 31,
1986, the alternative minimum tax and the Superfund Tax depend upon the
corporation's alternative minimum taxable income, which is the corporation's
taxable income with certain adjustments. One of the adjustment items used in
computing the alternative minimum taxable income and the Superfund Tax of a
corporation (other than an S Corporation, Regulated Investment Company, Real
Estate Investment Trust, or REMIC) is an amount equal to 75% of the excess of
such corporation's "adjusted current earnings" over an amount equal to its
alternative minimum taxable income (before such adjustment item and the
alternative tax net operating loss deduction). "Adjusted current earnings"
includes all tax-exempt interest, including interest on the Bonds in the Trust.
Under current Code provisions, the Superfund Tax does not apply to tax years
beginning on or after January 1, 1996. Legislative proposals have been
introduced that would extend the Superfund Tax. Under the provisions of Section
884 of the Code, a branch profits tax is levied on the "effectively connected
earnings and profits" of certain foreign corporations which includes tax-exempt
interest such as interest on the Bonds in the Trust. Corporate
Certificateholders are urged to consult their tax advisers with respect to the
particular tax consequences to them, including the corporate alternative minimum
tax, Superfund Tax and the branch profits tax imposed by Section 884 of the
Code.
Section 265 of the Code provides that interest on indebtedness incurred or
continued to purchase or carry Units of a Trust is not deductible for federal
income tax purposes. Under rules used by the Internal Revenue Service for
determining when borrowed funds are considered used for the purpose of
purchasing or carrying particular assets, the purchase of Units may be
considered to have been made with borrowed funds even though the borrowed funds
16
<PAGE>
are not directly traceable to the purchase of Units. However, these rules
generally do not apply to interest paid on indebtedness incurred for
expenditures of a personal nature such as a mortgage incurred to purchase or
improve a personal residence. Under Section 265 of the Code, certain financial
institutions that acquire Units would generally not be able to deduct any of the
interest expense attributable to ownership of such Units. Legislative proposals
have been made that would extend the financial institution rules to most
corporations. Investors with questions regarding these issues should consult
with their tax advisers.
In general, Section 86 of the Code provides that 50% of Social Security
benefits are includable in gross income to the extent that the sum of "modified
adjusted gross income" plus 50% of the Social Security benefits received exceeds
the "base amount." The base amount is $25,000 for unmarried taxpayers, $32,000
for married taxpayers filing a joint return and zero for married taxpayers who
do not live apart at all times during the taxable year and who file separate
returns. Modified adjusted gross income is adjusted gross income determined
without regard to certain otherwise allowable deductions and exclusions from
gross income and by including tax-exempt interest. To the extent that Social
Security benefits are includable in gross income, they will be treated as any
other item of gross income.
In addition, under the Tax Act, for taxable years beginning after December
31, 1993, up to 85% of Social Security benefits are includable in gross income
to the extent that the sum of modified adjusted gross income plus 50% of Social
Security benefits received exceeds an "adjusted base amount." The adjusted base
amount is $34,000 for unmarried taxpayers, $44,000 for married taxpayers filing
a joint return, and zero for married taxpayers who do not live apart at all
times during the taxable year and who file separate returns.
Although tax-exempt interest is included in modified adjusted gross income
solely for the purpose of determining that portion, if any, of Social Security
benefits that will be included in gross income, no tax-exempt interest,
including that received from the Trust, will be subject to tax. A taxpayer
whose adjusted gross income already exceeds the base amount or the adjusted base
amount must include 50% or 85%, respectively, of his Social Security benefits in
gross income whether or not he receives any tax-exempt interest. A taxpayer
whose modified adjusted gross income (after inclusion of tax-exempt interest)
does not exceed the base amount need not include any Social Security benefits in
gross income.
In the case of corporations, the alternative tax rate applicable to long-term
capital gain is 35%, effective for long-term capital gains realized in taxable
years beginning on or after January 1, 1993. For taxpayers other than
corporations, net capital gains (which are defined as net long-term capital gain
over net short-term capital loss for a taxable year) are subject to a maximum
rate of 28 percent. However, it should be noted that legislative proposals are
made from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed. Under the
Code, taxpayers must disclose to the Internal Revenue Service the amount of tax-
exempt interest earned during the year.
Under the Code, taxpayers must disclose to the Internal Revenue Service the
amount of tax-exempt interest earned during the year.
In the case of certain of the Bonds in the Trust, the opinions of bond
counsel indicate that interest on such securities received by a "substantial
user" of the facilities being financed with the proceeds of these securities, or
persons related thereto, for periods while such Bonds are held by such a user or
17
<PAGE>
related person, will not be excludable from Federal gross income, although
interest on such Bonds received by others would be excludable from Federal gross
income. "Substantial user" and "related person" are defined under U.S. Treasury
Regulations. Any person who believes that he or she may be a "substantial user"
or a "related person" as so defined should contact his or her tax adviser.
Ownership of the Units may result in collateral federal income tax
consequences to certain taxpayers, including, without limitation, corporations
subject to either the Superfund Tax or the branch profits tax, financial
institutions, certain insurance companies, certain S corporations, individual
recipients of Social Security or Railroad Retirement benefits and taxpayers who
may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective investors should consult their tax advisors
as to the applicability of any such collateral consequences.
Chapman and Cutler has expressed no opinion with respect to taxation under
any other provision of federal, state or local law. Ownership of the Units may
result in collateral state tax consequences to certain taxpayers. Prospective
investors should consult their tax advisors as to the applicability of any such
collateral consequences.
All statements of law in the Prospectus concerning exemption from Federal,
state or other taxes are the opinion of counsel and are to be so construed.
EXPENSES OF THE TRUST
The Trustee will receive for ordinary services an annual fee from the Trust
set forth under "Summary of Essential Financial Information" which fee is based
on the largest aggregate amount of Bonds in the Trust at any time during such
period. Both the Trustee's fee and the evaluation fee paid to the Sponsor may
be adjusted without prior approval from Certificateholders, provided that all
adjustments upward will not exceed the cumulative percentage increase of the
United States Department of Labor's Consumer Price Index or, if such index is no
longer published, in a comparable index. In addition, the Trustee's fee may be
periodically adjusted in response to fluctuations in short-term interest rates
(reflecting the cost to the Trustee of advancing funds to the Trust to meet
scheduled distributions). Since the Trustee has the use of the funds being held
in the Principal and Interest Accounts for future distributions, payment of
expenses and redemptions and since such Accounts are non-interest bearing to
Certificateholders, the Trustee benefits thereby. Part of the Trustee's
compensation for its services to the Trust is expected to result from the use of
these funds. For a discussion of the services rendered by the Trustee pursuant
to its obligations under the Indenture, see "Trustee Information" and "Other
Rights of Certificateholders."
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 such Trust and it is intended that such expenses be amortized of
a five-year period. The following is a summary of expenses of the Trust
which, when owed to the Trustee, are secured by a lien on the assets of
the Trust: 1) the expenses and costs of any action undertaken by the
Trustee to protect the Trust and the rights and interests of the
Certificateholders; 2) any taxes and other governmental charges upon the
Bonds or any part of the Trust (no such taxes or charges are currently
being levied, or, to the knowledge of the Sponsor, contemplated); 3) amounts
payable to the Trustee as fees for ordinary recurring
18
<PAGE>
services and for extraordinary non-recurring services rendered pursuant to the
Indenture and all disbursements and expenses including counsel fees (including
fees of counsel which the Trustee may retain) and auditing fees sustained or
incurred by the Trustee in connection therewith; and 4) any losses or
liabilities accruing to the Trustee without negligence, bad faith or willful
misconduct on its part. The Trustee is empowered to sell Bonds in order to pay
these amounts if funds are not available in the Interest and Principal Accounts.
Costs of disbursement (including postage, checks and handling) of interest,
principal and redemption distributions will be paid by the Trustee and will not
be charged to the Trust.
EVALUATION OF THE TRUST
As of the opening of business on the Date of Deposit, the price of the Units
was determined on the basis of an initial evaluation of the Bonds in the Trust
prepared by Cantor Fitzgerald & Co., a firm regularly engaged in the business of
evaluating, quoting or appraising comparable securities. After the opening of
business on the Date of Deposit and during the period of initial public
offering, the Evaluator, Ranson & Associates, Inc., will appraise or cause to be
appraised, as of the last day of each month and when requested by the Trustee,
the value of the underlying Bonds as of 3:15 P.M. Central time and will adjust
the Public Offering Price of the Units commensurate with such appraisal. Such
Public Offering Price will be effective for all orders received at or prior to
3:15 P.M. Central time on each such day. Orders received by the Trustee or
Sponsor 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. While the Trustee has the power to determine the Redemption Price per
Unit when Units are tendered for redemption, such authority has been delegated
to the Evaluator which determines the Redemption Price per Unit on a daily basis
on days the New York Stock Exchange is open (and on any other days on which
Sponsor secondary market transactions or redemptions occur). Each evaluation of
the Trust has been and will be determined on the basis of cash on hand in the
Trust or money in the process of being collected, the value of the Bonds in the
portfolio of the Trust based on the bid prices of the Bonds and interest accrued
thereon not subject to collection less any taxes or governmental charges
payable, any accrued expenses of the Trust and any cash held for distribution to
Certificateholders. The result of that computation is then divided by the
number of Units outstanding as of the date thereof to determine the per Unit
value of the Trust.
The Evaluator may determine the value of the Bonds in the portfolio of the
Trust (1) on the basis of current bid prices of the Bonds obtained from dealers
or brokers who customarily deal in bonds comparable to those held in the Trust;
(2) if bid prices are not available for any of the Bonds, on the basis of bid
prices for comparable bonds; (3) by causing the value of the Bonds to be
determined by others engaged in the practice of evaluating, quoting or
appraising comparable bonds; or (4) by any combination of the above. Although
the Unit value is based on the bid prices of the Bonds, the Units are sold
initially to the public at the Public Offering Price based on the offering
prices of the Bonds.
The initial or primary Public Offering Price of the Units and the Sponsor's
initial repurchase price per Unit are based on the offering price per Unit of
the underlying Bonds plus the applicable sales charge and interest accrued but
undistributed. The secondary market Public Offering Price and the Redemption
Price per Unit are based on the bid price per Unit of the Bonds in the portfolio
of the Trust plus the applicable sales charge and accrued interest. The
offering price of Bonds in the portfolio of the Trust may be expected to range
from .25%-2% more than the bid price of such Bonds. On the Date of Deposit, the
offering side evaluation of the Bonds in the portfolio of the Trust was higher
than the bid side evaluation of such Bonds by .5% of the aggregate principal
amount of such Bonds.
19
<PAGE>
OTHER RIGHTS OF CERTIFICATEHOLDERS
The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of interest and, if any, the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit outstanding. 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 registered Certificateholder a statement 1) as to the
Interest Account: interest received (including amounts representing interest
received upon any disposition of Bonds), deductions for fees and expenses of the
Trust, for purchases of Replacement Bonds and for redemptions of Units, if any,
and 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; 2) as to the Principal Account: the dates of disposition of any
Bonds and the net proceeds received therefrom (excluding any portion
representing accrued interest), the amount paid for purchases of Replacement
Bonds and for redemptions of Units, if any, deductions for payment of applicable
taxes and fees and expenses of the Trustee, and 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; 3) a list of the Bonds held and the
number of Units outstanding on the last business day of such calendar year; 4)
the Redemption Price based upon the last computation thereof made during such
calendar year; and 5) amounts actually distributed during such calendar year
from the Interest Account and from the Principal Account, separately stated,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each Unit outstanding.
The Indenture requires the Trust to be audited on an annual basis at the
expense of the Trust by independent auditors selected by the Sponsor. The
Trustee shall not be required, however, to cause such an audit to be performed
if its cost to the Trust shall exceed $.50 per Unit on an annual basis.
Certificateholders may obtain a copy of such audited financial statements upon
request.
In order to comply with Federal and state tax reporting requirements,
Certificateholders will be furnished, upon request to the Trustee, evaluations
of the Bonds in the Trust furnished to it by the Evaluator.
The Trustee is authorized to treat as the record owner of Units that person
who is registered as such owner on the books of the Trustee. Ownership of Units
of the Trust is evidenced by separate registered certificates executed by the
Trustee and the Sponsor. Certificates are transferable by presentation and
surrender to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Certificateholder must sign exactly as
his name appears on the face of the certificate with the signature guaranteed by
a participant in the Securities Transfer Agents Medallion Program ("STAMP") or
such other signature guarantee program in addition to, or in substitution for,
STAMP, as may be accepted by the Trustee. In certain instances the Trustee may
require additional documents such as, but not limited to, trust instruments,
certificates of death, appointments as executor or administrator or certificates
of corporate authority. Certificates will be issued in denominations of one
Unit or any multiple thereof. Destroyed, stolen, mutilated or lost certificates
will be replaced upon delivery to the Trustee of satisfactory indemnity,
evidence of ownership and payment of expenses incurred. Mutilated certificates
must be surrendered to the Trustee for replacement. Although no such charge is
now made or contemplated, the Trustee may require a Certificateholder to pay a
reasonable fee to be determined by the Trustee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange.
20
<PAGE>
SPONSOR INFORMATION
Ranson & Associates, Inc., an investment banking firm created in 1995 by a
number of former owners and employees of Ranson Capital Corporation, is the
sponsor and successor sponsor of Series 1 - 83 of The Kansas Tax-Exempt Trust
and Multi-State Series 1 - 7 of The Ranson Municipal Trust and is the Sponsor of
the Trust. Ranson & Associates, Inc. is the successor to a series of companies,
the first of which was originally organized in Kansas in 1935. During its
history, Ranson & Associates, Inc. and its predecessors have been active in
public and corporate finance and has sold bonds and unit investment trusts and
maintained secondary market activities relating thereto. 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. 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 issuers of
municipal securities in Kansas.
The Company's offices are currently located at 250 North Rock Road, Suite
150, Wichita, Kansas 67206. As of __________, the stockholder's equity of
Ranson & Associates, Inc. was $__________. (This paragraph relates only to the
Sponsor and not to any Series of The Kansas Tax-Exempt Trust or to any other
dealer. The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations. More detailed financial information will
be made available by the Sponsor upon request.)
Dealers will purchase the Units from the Sponsor on the Date of Deposit at a
price equal to the Public Offering Price per Unit less that percentage indicated
under "Public Offering Information." Any reduced sales charge for quantity
purchases as described under "Public Offering Information" will be the
responsibility of the dealer. In addition to that portion of the sales
commission retained by the Sponsor, the Sponsor will realize a profit or sustain
a loss, as the case may be, as a result of the difference between the price paid
for the Bonds by the Sponsor and the cost of such Bonds to the Trust (which is
based on the aggregate offering price of the Bonds in the portfolio of the Trust
on the Date of Deposit as determined by Cantor Fitzgerald & Co.). See "Trust
Portfolio." The Sponsor may also realize profits or sustain losses with respect
to Bonds deposited in the Trust which were acquired by the Sponsor from
underwriting syndicates of which it was a member. The Sponsor has not
participated as sole underwriter or as manager or as a member of the
underwriting syndicate from which any of the aggregate principal amount of the
Bonds in the portfolio of the Trust were acquired. The Sponsor may realize
additional profit or loss during the initial offering period as a result of the
possible fluctuations in the market value of the Bonds in the Trust after the
Date of Deposit.
As stated under "Redemption and Repurchase of Units," the Sponsor intends to
maintain a secondary market for the Units of the Trust. In so maintaining a
market, the Sponsor will also realize profits or sustain losses in the amount of
any difference between the price at which Units are purchased and the price at
which Units are resold (which price is based on the bid prices of the Bonds in
the Trust and includes a sales charge of 5.50%). In addition, the Sponsor will
also realize profits or sustain losses resulting from a redemption of such
repurchased Units at a price above or below the purchase price for such Units.
If the Sponsor shall fail to perform any of its duties under the Indenture or
become incapable of acting or become bankrupt or its affairs are taken over by
public authorities, then the Trustee may (i) appoint a successor Sponsor at
21
<PAGE>
rates of compensation deemed by the Trustee to be reasonable and not exceeding
amounts prescribed by the Securities and Exchange Commission, (ii) terminate the
Indenture and liquidate the Trust as provided therein or (iii) continue to act
as Trustee without terminating the Indenture.
TRUSTEE INFORMATION
The Trustee is The Bank of New York, a trust company organized under the laws
of New York. The Bank of New York has its offices at 101 Barclay Street, New
York, New York 10286, telephone 1-800-701-8178. The Bank of New York is subject
to supervision and examination by the Superintendent of Banks of the State of
New York and the Board of Governors of the Federal Reserve System, and its
deposits are insured by the Federal Deposit Insurance Corporation to the extent
permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Bonds for the Trust portfolio. The Trustee is
empowered to sell, for the purpose of redeeming Units tendered by any
Certificateholder and for the payment of expenses for which funds may not be
available, such of the Bonds as are designated by the Sponsor as the Trustee in
its sole discretion may deem necessary. The Sponsor is empowered, but not
obligated, to direct the Trustee to dispose of Bonds upon default in payment of
principal or interest, institution of certain legal proceedings, default under
other documents adversely affecting debt service, default in payment of
principal or interest on other obligations of the same issuer, decline in
projected income pledged for debt service on revenue bonds or decline in price
or the occurrence of other market or credit factors, including advance refunding
(i.e., the issuance of refunding securities and the deposit of the proceeds
thereof in trust or escrow to retire the refunded securities on their respective
redemption dates), so that in the opinion of the Sponsor the retention of such
Bonds would be detrimental to the interest of the Certificateholders. The
Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Bonds to issue new obligations in exchange or substitution
for any Bond pursuant to a refunding or refinancing plan, except that the
Sponsor may instruct the Trustee to accept or reject such an offer or to take
any other action with respect thereto as the Sponsor may deem proper if (1) the
issuer is in default with respect to such Bond or (2) in the written opinion of
the Sponsor the issuer will probably default with respect to such Bond in the
reasonably foreseeable future. Any obligation so received in exchange or
substitution will be held by the Trustee subject to the terms and conditions of
the Indenture to the same extent as Bonds originally deposited thereunder.
Within five days after the deposit of obligations in exchange or substitution
for underlying Bonds, the Trustee is required to give notice thereof to each
Certificateholder, identifying the Bonds eliminated and the Bonds substituted
therefor. Except as stated herein and under "Description of Trust Portfolio"
regarding the substitution of Replacement Bonds for Failed Bonds, the
acquisition by the Trust of any securities other than the Bonds initially
deposited is not permitted.
If any default in the payment of principal or interest on any Bond occurs and
no provision for payment is made therefor within 30 days, the Trustee is
required to notify the Sponsor thereof. If the Sponsor fails to instruct the
Trustee to sell or to hold such Bond within 30 days after notification by the
Trustee to the Sponsor of such default, the Trustee may in its discretion sell
the defaulted Bond and not be liable for any depreciation or loss thereby
incurred.
In accordance with the Indenture, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the certificates issued by
the Trust to, every Certificateholder of the Trust. Such books and records
22
<PAGE>
shall be open to inspection by any Certificateholder at all reasonable times
during the 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 is required to keep a
certified copy or duplicate original of the Indenture on file in its office
available for inspection at all reasonable times during the usual business hours
by any Certificateholder, together with a current list of the Bonds held in the
Trust.
Under the Indenture, the Trustee or any successor trustee may resign and be
discharged of the trust created by the Indenture 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 Certificateholders then of
record, not less than 60 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 30 days after notification, the retiring Trustee may apply to
a court of competent jurisdiction for the appointment of a successor. The
Sponsor may remove the Trustee and appoint a successor trustee as provided in
the Indenture at any time or without cause. Notice of such removal and
appointment shall be mailed to each Certificateholder 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 resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a corporation organized under the laws of the United States, or any
state thereof, be authorized under such laws to exercise trust powers and have
at all times an aggregate capital, surplus and undivided profits of not less
than $500,000.
LEGAL AND AUDITING MATTERS
The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, Chicago, Illinois
as special counsel for the Sponsor.
The statement of net assets, including the Trust portfolio, of the Trust at
the opening of business on January 16, 1998, the Date of Deposit, appearing in
this Prospectus and Registration Statement has been audited by Allen, Gibbs &
Houlik, L.C., independent auditors, as set forth in their report appearing
elsewhere herein, and is included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
DESCRIPTION OF BOND RATINGS
STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. A
description of the applicable Standard & Poor's rating symbols and their
meanings follows:
A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligators such as
guarantors, insurers or lessees.
23
<PAGE>
The bond rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
1) Likelihood of default--capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation;
2) Nature of and provisions of the obligation;
3) Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangements under the laws of
bankruptcy and other laws affecting creditors' rights.
AAA-This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA-Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A-Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
Plus (+) or Minus (-): The ratings from "AA" to "BBB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional Ratings: The letter "p" indicates that the rating is provisional.
A provisional rating assumes the successful completion of the project being
financed by the issuance of the bonds being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion.
Accordingly, the investor should exercise his own judgment with respect to such
likelihood and risk.
24
<PAGE>
L: The letter "L" indicates that the rating pertains to the principal amount
of those bonds where the underlying deposit collateral is fully insured by the
Federal Savings & Loan Insurance Corp. or the Federal Deposit Insurance Corp.
MOODY'S INVESTORS SERVICE, INC. A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follow:
Aaa-Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large, or by an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Their safety is so
absolute that, with the occasional exception of oversupply in a few specific
instances, characteristically, their market value is affected solely by money
market fluctuations.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. Their market value is virtually immune to all but money market
influences, with the occasional exception of oversupply in few specific
instances.
A-Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. The market
value of A-rated bonds may be influenced to some degree by economic performance
during a sustained period of depressed business conditions, but, during periods
of normalcy, A-rated bonds frequently move in parallel with Aaa and Aa
obligations, with the occasional exception of oversupply in a few specific
instances.
Baa-Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected or poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. The market value of Baa-rated
bonds is more sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa market
valuations move in parallel with Aaa, Aa and A obligations during periods of
economic normalcy, except in instances of oversupply.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the high
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
Con. (---)-Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by a) earnings of projects under construction, b) earnings of
projects unseasoned in operation experience, c) rentals which begin when
facilities are completed, or d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
25
<PAGE>
TAX-EXEMPT/TAXABLE ESTIMATED CURRENT RETURN EQUIVALENTS
As of the date of this Prospectus, the following table shows the approximate
taxable estimated current returns for individuals that are equivalent to tax-
exempt estimated current returns under Federal taxes, using the published 1997
Federal tax rates*. The table incorporates increased tax rates for higher-
income taxpayers that were included in the Revenue Reconciliation Act of 1993.
State tax rates are not reflected in the table. The table illustrates
approximately what you would have to earn on taxable investments to equal tax-
exempt estimated current returns in your income tax bracket under present tax
law. Locate your income (after deductions and exemptions), then locate your tax
bracket based on joint or single tax filing. Read across to the equivalent
taxable estimated return you would need to match tax free income. The taxable
equivalent estimated current returns may be somewhat higher than the equivalent
returns indicated in the table below for those individuals who have Adjusted
Gross Income in excess of $121,200.
<TABLE>
<CAPTION>
TAXABLE INCOME TAX-EXEMPT ESTIMATED CURRENT RETURN
-------------- -----------------------------------
SINGLE JOINT
RETURN RETURN TAX 41/2% 5% 51/2% 6% 61/2% 7% 71/2%
IN THOUSANDS BRACKET EQUIVALENT TAXABLE ESTIMATED CURRENT RETURNS
------------ ------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 - 24.65 $ 0 - 41.20 15.00% 5.29% 5.88% 6.47% 7.06% 7.65% 8.24% 8.82%
24.65 - 59.75 41.20 - 99.60 28.00 6.25 6.94 7.64 8.33 9.03 9.72 10.42
59.75 - 124.65 99.60 - 151.75 31.00 6.52 7.25 7.97 8.70 9.42 10.14 10.87
124.65 - 271.05 151.75 - 271.05 36.00 7.03 7.81 8.59 9.38 10.16 10.94 11.72
Over 271.05 Over 271.05 39.60 7.45 8.28 9.11 9.93 10.76 11.59 12.42
<FN>
* The table does not reflect the effect of two adjustments designed to phase-
out the advantage of itemized deductions and personal exemptions for higher
income taxpayers. These adjustments, in effect, increase the marginal
Federal tax rate above the stated marginal tax rate by eliminating a
portion of claimed itemized deductions and potentially eliminating
entirely the effect of personal exemptions in determining Taxable Income.
The total impact of the adjustments, which will vary from taxpayer to
taxpayer, is dependent upon the itemized deductions and personal
exemptions claimed.
</FN>
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns with
the returns on various taxable investments is one element to consider in making
an investment decision. The Sponsor may from time to time in its advertising
and sales material compare the then current estimated returns on the Trust and
return over specified periods on other similar Ranson & Associates, Inc.
sponsored unit investment trusts with returns on taxable investments such as
corporate or U.S. Government bonds, bank CDs and money market accounts or money
market funds, each of which has investment characteristics that may differ from
those of the Trust. U.S. Government bonds, for example, are backed by the full
faith and credit of the U.S. Government and bank CDs and money market accounts
are insured by an agency of the federal government. Money market accounts and
money market funds provide stability of principal, but pay interest at rates
that vary with the condition of the short-term debt market. The investment
characteristics of the Trust are described more fully elsewhere in this
Prospectus.
26
<PAGE>
- -------------------------------------------------------------------------------
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
CERTIFICATEHOLDERS
RANSON UNIT INVESTMENT TRUSTS
SERIES 64
We have audited the accompanying statement of net assets, including the
Trust portfolio, of Ranson Unit Investment Trusts, Series 64, as of the opening
of business on January 16, 1998, the Date of Deposit. This statement of net
assets is the responsibility of the Trust's Sponsor. Our responsibility is to
express an opinion on this 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 the Bonds held by the Trustee at the opening
of business on January 16, 1998. An audit also includes assessing the
accounting principles used and significant estimates made by the Trust's
Sponsor, as well as evaluating the overall statement of net assets presentation.
We believe that 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 64 at the opening of business on January 16, 1998, in
conformity with generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
January 16, 1998
- -------------------------------------------------------------------------------
RANSON UNIT INVESTMENT TRUSTS
SERIES 64
STATEMENT OF NET ASSETS
AT THE OPENING OF BUSINESS ON JANUARY 16, 1998, THE DATE OF DEPOSIT
<TABLE>
<CAPTION>
TRUST PROPERTY
<S> <C>
Investment in securities--
Bonds deposited in Trust (1) $_________
Accrued interest to Date of Deposit on Bonds (2) ______
Organizational costs _________
----------
Less distributions payable (2) ______
Less accrued organizational costs (4)
Net assets, applicable to 4,000 outstanding Units
of fractional undivided interest $_________
==========
INTEREST OF CERTIFICATEHOLDERS
Cost to investors (3) $_________
Less sales charge (3) _________
Net proceeds to the Trust, equal to net assets $_________
==========
<FN>
NOTES:
(1) Aggregate cost to the Trust of the Bonds listed in the Trust Portfolio
is based on offering side evaluations determined by Cantor Fitzgerald & Co.
(2) Pursuant to the Indenture, the Trustee will advance funds in the amount
of $______ representing the accrued interest to _________, 1998 (the "First
Settlement Date") and such advance will be distributed to the Sponsor.
(3) The aggregate cost to investors (exclusive of interest) includes a sales
charge computed at the rate of _____% of the Public Offering Price
(equivalent to ______% of the net amount invested) assuming no reduction of
sales charge for quantity purchases.
(4) The Trust will bear all or a portion of its organizational costs, which
the Sponsor intends to defer and amortize over a five-year period.
Organizational costs have been estimated based on the current Trust size.
Organizational costs may be more or less than this estimate based upon the
actual size of the Trust.
</FN>
</TABLE>
27
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 64
TRUST PORTFOLIO AT THE OPENING OF BUSINESS ON JANUARY 16, 1998, THE DATE OF
DEPOSIT
<TABLE>
<CAPTION>
Cost of
Aggregate Redemption Bonds
Principal Name of Issuer(1)(5) Coupon Maturity Rating(2) Provisions(3) to Trust(4)
- ---------- -------------------- ------ ---------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 350,000 New Jersey State Transportation 6.000% 12/15/2004 AAA Non-callable $ 371,907
Series A (MBIA Insured)
250,000 New Jersey Economic Dev. Auth. 7.000% 7/1/2004 AAA Non-callable 279,745
(MBIA Insured)
120,000 New Jersey Health Care Facilities 5.000% 7/1/2004 AAA Non-callable 120,000
(MBIA Insured)
100,000 Roselle, NJ 4.950% 2/15/2005 Aaa# Non-callable 100,000
(MBIA Insured)
180,000 Wildwood Crest, NJ 5.100% 5/1/2004 Aaa# Non-callable 182,628
(MBIA Insured)
275,000 New Jersey Economic Dev. Auth. 0.000% 12/15/2006 Aaa# Non-callable 167,668
Series A (Escrowed to Maturity) (6)
@@ 300,000 New Jersey State Turnpike Auth. 5.700% 1/1/2001 AAA Non-callable 309,420
Series A (AMBAC Insured)
125,000 Berlin Township, NJ 5.400% 4/15/2003 Aaa# Non-callable 128,500
(MBIA Insured)
300,000 New Jersey State Transportation Corp. 5.100% 9/1/2003 AAA 3/1/03 @ 100 300,000
Series A (FSA Insured)
@@ 200,000 Chicago, IL Board of Education 5.250% 12/1/2005 AAA Non-callable 200,000
(AMBAC Insured)
@@ 200,000 Wisconsin State Health & Education 5.000% 12/15/2005 AAA Non-callable 196,500
Facilities Series B (MBIA Insured)
200,000 Pearland, TX Economic Dev. Auth. 7.200% 9/1/2005 AAA Non-callable 225,280
(MBIA Insured)
@@ 250,000 Oregon State Dept. of Admin. Services 5.200% 5/1/2006 AAA Non-callable 249,112
Series A (AMBAC Insured)
* 100,000 Elkart Co., IN School Building Corp. 5.300% 1/15/2006 AAA Non-callable 100,300
(MBIA Insured)
250,000 Oneida Co., NY 5.600% 5/1/2006 AAA 5/1/05 @ 102 255,572
(MBIA Insured)
230,000 Maryland State & Local Facilities 4.500% 2/15/2006 AAA Non-callable 220,317
Series 1
150,000 Scottsdale, AZ Preservation Auth. 7.750% 7/1/2005 AAA Non-callable 175,146
(FGIC Insured)
@@ 240,000 Scranton-Lackawanna, PA Health & 5.000% 1/1/2006 AAA Non-callable 237,600
Welfare Auth. Series B (MBIA Insured)
* 100,000 Elkart Co., IN School Building 5.250% 7/15/2005 AAA Non-callable 100,301
Corp. (MBIA Insured)
- ---------- ----------
$3,919,996
========== ==========
<FN>
See "Notes to Trust Portfolio."
</FN>
</TABLE>
28
<PAGE>
NOTES TO TRUST PORTFOLIO:
(1) Contracts to acquire Bonds were entered into by the Sponsor during the
period _______, 1998 through January 15, 1998. All Bonds are represented by
regular way contracts, unless otherwise indicated, for the performance of
which cash or an irrevocable letter of credit has been deposited with the
Trustee. Insurance guaranteeing the payment of principal and interest, when
due, on the Bonds has been obtained from a municipal bond insurance company
as indicated in the Bond name by the issuer of the Bonds or by a prior owner
of the Bonds.
(2) Securities ratings represent the latest published ratings by Standard &
Poor's, unless marked with a "#" in which case the rating is by Moody's or
unless marked with a "&&" in which case the Sponsor expects Standard &
Poor's or Moody's, upon the receipt of an insurance policy obtained by
the issuer, to issue a AAA rating. A brief description of the applicable
Standard & Poor's or Moody's rating symbols and their meanings is set
forth under "Description of Bond Ratings." "N/R" indicates that no
rating has been provided for such Bonds; in the opinion of the Sponsor,
these Bonds have credit characteristics sufficiently similar to the
credit characteristics of interest-bearing tax-exempt obligations that
were so rated as to be acceptable for acquisition by the Trust.
"**" indicates rating is contingent upon receipt by Standard & Poor's
or Moody's of final documentation.
(3) There is shown under this heading the year in which each issue of Bonds
is initially redeemable and the redemption price for that year or, if
currently redeemable, the redemption price in 1997 unless otherwise
indicated, each issue continues to be redeemable at declining prices
thereafter, but not below par value. The prices at which the Bonds may be
redeemed or called prior to maturity may or may not include a premium and,
in certain cases, may be less than the cost of the Bonds to the Trust. In
addition, certain Bonds in the Trust portfolio may be redeemed in whole or
in part other than by operation of the stated redemption or sinking fund
provisions under certain unusual or extraordinary circumstances specified
in the instruments setting forth the terms and provisions of such Bonds.
"S.F." indicates a sinking fund is established with respect to an issue
of Bonds.
(4) During the initial offering period, evaluations of the Bonds are made on
the basis of current offering side evaluations of the Bonds. The aggregate
offering price is greater than the aggregate bid price of the Bonds, which
is the basis on which Redemption Prices will be determined for purposes of
redemption of Units after the initial offering period.
(5) Other information regarding the Bonds in the Trust, at the opening of
business on the Date of Deposit, is as follows:
<TABLE>
<CAPTION>
COST OF BONDS PROFIT TO ANNUAL INTEREST BID SIDE VALUE
TO SPONSOR SPONSOR INCOME TO TRUST OF BONDS
------------- ---------- --------------- --------------
<S> <C> <C> <C>
$_________ $_________ $_________ $_________
</TABLE>
(6) This Bond has been purchased at a discount from the par value because
there is no stated interest income thereon. Such bonds are normally
described as "zero coupon" bonds. Over the life of such bonds the value
increases such that upon maturity the holders of such bonds will receive
100% of the principal amount thereof. Approximately ___% of the
aggregate principal amount of the Bonds in the Trust are "zero coupon"
bonds.
@@ This Bond was issued at an original issue discount.
* This Bond is represented by a "when, as and if issued" or "delayed
delivery" contract and has an expected settlement date after the "First
Settlement Date" of the Trust. Interest on this Bond begins accruing
to the benefit of Unitholders on the date of delivery.
29
<PAGE>
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 Sponsor or any dealer. 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.
This Prospectus contains information concerning the Trust and the Sponsor, but
does not contain all of the information set forth in the registration statements
and exhibits relating thereto, which the Trust has filed with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1933 and the
Investment Company Act of 1940, and to which reference is hereby made.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
TITLE PAGE TITLE PAGE
- ----- ---- ----- ----
<S> <C> <C> <C>
General Summary of Information 1 Evaluation of the Trust 19
Summary of Essential Financial Information 3 Other Rights of Certificateholders 20
Summary of the Trust 5 Sponsor Information 21
Description of Trust Portfolio 7 Trustee Information 22
Objectives of the Trust 9 Legal and Auditing Matters 23
Estimated Current Return and Description of Bond Ratings 23
Estimated Long-Term Return 9 Tax-Exempt/Taxable Estimated Current
Public Offering Information 10 Return Equivalents 26
Accrued Interest 11 Report of Allen, Gibbs & Houlik, L.C.
Redemption and Repurchase of Units 12 Independent Auditors 27
Distribution of Interest and Principal 13 Statement of Net Assets 27
Tax Status 14 Trust Portfolio 28
Expenses of the Trust 18 Notes to Trust Portfolio 29
</TABLE>
30
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants, evaluator,
rating services and legal counsel
The following exhibits:
1.1 Trust Agreement between Ranson & Associates, Inc., as Depositor, and
The Bank of New York, as Trustee (to be supplied by amendment).
3.1 Opinion and consent of Chapman and Cutler, special counsel to the
Depositor, as to legality of securities being registered (to be
supplied by amendment).
3.2 Opinion of Chapman and Cutler, special counsel to the Depositor, as to
Federal tax status of securities being registered
(to be supplied by amendment).
4.1 Consent of special evaluator (to be supplied
by amendment).
4.2 Consent of Allen, Gibbs & Houlik, L.C. (to be supplied by amendment).
S-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ranson Unit Investment Trusts, Series 64 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 14th day of
January, 1998.
RANSON UNIT INVESTMENT TRUSTS, SERIES 64
(Registrant)
By RANSON & ASSOCIATES, INC.
(Depositor)
Attest Alex R. Meitzner
----------------------------------
Chairman of the Board and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on January 14, 1998.
SIGNATURE TITLE
- --------------------- --------------------
ROBIN K. PINKERTON President, Secretary, )
- --------------------- Treasurer and Director )
Robin K. Pinkerton
ALEX R. MEITZNER Chairman of the Board )
- --------------------- of Directors ) ALEX R. MEITZNER
Alex R. Meitzner -----------------------
Chairman of the Board
of Directors
- ------------------------------------------------------------------------------
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
