===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
----------------------
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON
FORM S-6
----------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
B. NAME OF DEPOSITOR:
RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
250 North Rock Road, Suite 150
Wichita, Kansas 67206-2241
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
ALEX R. MEITZNER MARK J. KNEEDY
Ranson & Associates, Inc. Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206-2241 Chicago, Illinois 60603
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
Units of Beneficial Interest
E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
_
|X| Check box if it is proposed that this filing will become effective at
2:00 P.M. on March 5, 1998 pursuant to paragraph (b) of Rule 487.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
------------------------
CROSS-REFERENCE SHEET
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C>
1. (a)Name of trust................... ) Prospectus front cover
(b)Title of securities issued...... ) Essential Information
2. Name and address of each depositor. ) Administration of the Trusts
3. Name and address of trustee........ ) *
4. Name and address of principal
underwriters...................... ) The Sponsor
5. State of organization of trust..... ) The Trust Funds
6. Execution and termination of trust ) The Trust Funds;
agreement......................... ) Administration of the Trusts
7. Changes of name.................... ) The Trust Funds
8. Fiscal year........................ ) *
9. Litigation......................... ) *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a)Registered or bearer securities. ) Unitholders
(b)Cumulative or distributive
securities........................ ) The Trust Funds
(c)Redemption...................... ) Redemption
(d)Conversion, transfer, etc....... ) Unitholders;
) Public Offering of Units
(e)Periodic payment plan........... ) *
(f)Voting rights................... ) Unitholders
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
(g)Notice of certificateholders.... ) Investment Supervision;
) Administration of the Trusts;
) Unitholders
(h)Consents required............... ) Unitholders;
) Administration of the Trusts
(i)Other provisions................ ) Federal Tax Status
11. Type of securities comprising ) The Trust Funds;
units............................. ) Portfolios
12. Certain information regarding peri-
odic payment certificates......... ) *
13. (a) Load, fees, expenses, etc...... ) Public Offering of Units;
) Expenses of the Trust
(b)Certain information regarding
periodic payment certifi-
cates....................... ) *
(c)Certain percentages........... ) Essential Information; Public Offering
) of Units
(d)Certain other fees, etc. pay-
able by holders............. ) Unitholders
(e)Certain profits receivable by
depositor, principal under-
writers, trustee or affili- ) Expenses of the Trusts;
ated persons................ ) Public Offering of Units
(f)Ratio of annual charges to in-
come........................ ) *
14. Issuance of trust's securities... ) The Trust Funds;
) Unitholders
15. Receipt and handling of payments ) *
from purchasers.................
16. Acquisition and disposition of ) The Trust Funds;
underlying securities........... ) Portfolios;
) Investment Supervision
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
17. Withdrawal or redemption......... ) Redemption;
) Public Offering of Units
18. (a)Receipt, custody and disposi-
tion of income.............. ) Unitholders
(b)Reinvestment of distributions. ) Distribution Reinvestment
(c)Reserves or special funds..... ) Expenses of the Trusts
(d)Schedule of distributions..... ) *
19. Records, accounts and reports.... ) Unitholders;
) Redemption;
) Administration of the Trusts
20. Certain miscellaneous provisions
of trust agreement
(a)Amendment..................... ) Administration of the Trusts
(b)Termination................... ) *
(c)and (d) Trustee, removal and ) Administration of the Trusts
successor................... )
(e)and (f) Depositor, removal and ) Administration of the Trusts
successor................... )
21. Loans to security holders........ ) *
22. Limitations on liability......... ) Administration of the Trusts
23. Bonding arrangements............. ) *
24. Other material provisions of
trust agreement................. ) *
III. ORGANIZATION, PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor........ ) Administration of the Trusts
26. Fees received by depositor....... ) See Items 13(a) and 13(e)
27. Business of depositor............ ) Administration of the Trusts
28. Certain information as to offi-
cials and affiliated persons of ) Administration of the Trusts
depositor....................... )
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
29. Voting securities of depositor ) Administration of the Trusts
30. Persons controlling depositor ) *
31. Payment by depositor for
certain services rendered
to trust.................. ) *
32. Payment by depositor for
certain other services
rendered to trust......... ) *
33. Remuneration of employees
of depositor for certain
services rendered to
trust..................... ) *
34. Remuneration of other per-
sons for certain services
rendered to trust......... ) *
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's se- ) Public Offering of Units
curities by states........
36. Suspension of sales of
trust's securities........ ) *
37. Revocation of authority to
distribute................ ) *
38. (a)Method of distribution.. ) Public Offering of Units;
(b)Underwriting agreements. )
(c)Selling agreements...... ) Public Offering of Units
39. (a)Organization of princi- ) Administration of the Trusts
pal underwriters.......... )
(b)N.A.S.D. membership of
principal underwriters.... ) *
40. Certain fees received by
principal underwriters.... ) See Items 13(a) and 13(e)
41. (a)Business of principal ) Administration of the Trusts
underwriters.............. )
(b)Branch offices of prin-
cipal underwriters........ ) *
(c)Salesmen of principal
underwriters.............. ) *
42. Ownership of trust's secu-
rities by certain persons. ) *
43. Certain brokerage commis-
sions received by princi-
pal underwriters.......... ) Public Offering of Units
44. (a)Method of valuation..... ) Public Offering of Units
(b)Schedule as to offering
price..................... ) *
(c)Variation in offering ) Public Offering of Units
price to certain persons..
45. Suspension of redemption
rights.................... ) Redemption
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
46. (a)Redemption valuation.... ) Redemption;
) Public Offering of Units
(b)Schedule as to redemp-
tion price................ ) *
47. Maintenance of position in ) Public Offering of Units;
underlying securities..... ) Redemption
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation ) Administration of the Trusts
of trustee................ )
49. Fees and expenses of trustee ) Expenses of the Trusts
50. Trustee's lien............. ) *
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of trust's ) Cover Page;
securities.................. ) Expenses of the Trusts
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement
with respect to selection or ) The Trust Funds;
elimination of underlying se- ) Portfolios;
curities..................... ) Investment Supervision
(b) Transactions involving elimi-
nation of underlying securi-
ties......................... ) *
(c) Policy regarding substitution
or elimination of underlying ) Investment Supervision
securities................... )
(d) Fundamental policy not other-
wise covered................. ) *
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<S> <C>
53. Tax status of Trust.............. ) Essential Information;
) Portfolios;
) Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last
ten years........................ ) *
55. ) *
56. Certain information regarding pe-
riodic payment certificates..... ) *
57. ) *
58. ) *
59. Financial statements (Instruction
1(c) to Form S-6)............... ) *
</TABLE>
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* Inapplicable, omitted, answer negative or not required.
-7-
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
Nasdaq-100 Index Trust, Series 3 (a "Trust" or the "Nasdaq-100 Trust") was
formed with the investment objective of obtaining capital appreciation through
investment in a portfolio of equity securities of the companies which comprise
the Nasdaq-100 Index. By investing in substantially all of the common stocks,
in substantially the same proportions, which comprise the Nasdaq-100 Index, the
Trust seeks to produce investment results that generally correspond to the price
and yield performance of the equity securities represented by the Nasdaq-100
Index over the term of the Trust. See "The Trust Portfolios." The Trust is not
sponsored, endorsed or promoted by or affiliated with The Nasdaq Stock Market,
Inc. or the National Association of Securities Dealers, Inc. There is, of
course, no assurance that the Trust will achieve its objective.
S&P REIT Index Trust, Series 1 (a "Trust" or the "S&P REIT Trust") was formed
with the investment objective of obtaining capital appreciation and income
through investment in a portfolio of equity securities of companies which
comprise the Standard & Poor's REIT Composite Index (the "S&P REIT Index"). By
investing in substantially all of the common stocks, in substantially the same
proportions, which comprise the S&P REIT Index, the Trust seeks to produce
investment results that generally correspond to the price and yield performance
of the equity securities represented by the S&P REIT Index over the term of the
Trust. See "The Trust Portfolios." The Trust is not sponsored by or affiliated
with Standard and Poor's. There is no assurance that the Trust will achieve its
objective.
Units of the Trusts are not deposits or obligations of, or guaranteed by, any
bank and the Units are not federally insured or otherwise protected by the
Federal Deposit Insurance Corporation and involve investment risk including loss
of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The investor is advised to read and retain this Prospectus
for future reference.
THE DATE OF THIS PROSPECTUS IS MARCH 5, 1998.
<PAGE>
SUMMARY
THE TRUST. Nasdaq-100 Index Trust, Series 3 and S&P REIT Index Trust, Series 1
(the "Trusts") are each separate unit investment trusts included in Ranson Unit
Investment Trusts, Series 66 (the "Fund"), an investment company registered
under the Investment Company Act of 1940. Each Trust initially consists of
securities and delivery statements (i.e., contracts) to purchase common stocks
issued by companies selected in accordance with the selection and weightings of
stocks established by the related stock index.* The initial deposit of
Securities (including contracts) into each Trust will consist of at least 100
shares of each of the stocks which comprise the related stock index.
Thereafter, the Sponsor intends to create and maintain a Trust portfolio which
duplicates, to the extent practicable, the weightings of stocks which comprise
the related stock index. During the initial deposit period of each Trust the
Sponsor will continue to deposit Securities (contracts for the purchase
thereof), or cash with instructions to purchase such Securities, until at the
end of such period such Trust comprises substantially all of the stocks in the
related stock index, in substantially the same weightings as in such index (the
"Initial Adjustment Period"). The Sponsor estimates that the Initial Adjustment
Period will last no longer than 30 days following the Initial Date of Deposit
and could last as little as one day. For the criteria used by the Sponsor in
selecting the Securities, see "The Trust Portfolios-Securities Selection." The
value of all portfolio Securities and, therefore, the value of the Units will
fluctuate in value depending on the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
Capital appreciation is, of course, dependent upon several factors including,
among other factors, the financial condition of the issuers of the Securities
(see "The Trust Portfolios").
The Nasdaq-100 Trust was formed with the investment objective of obtaining
capital appreciation over the life of such Trust through investment in a
portfolio of equity securities of substantially all of the companies which
comprise the Nasdaq-100 Index. The S&P REIT Trust was formed with the
investment objective of obtaining capital appreciation and income over the life
of such Trust through investment in a portfolio of equity securities of
substantially all of the companies which comprise the S&P REIT Index. An
indexing strategy attempts to track the performance of a specific market index.
As part of an overall investment strategy, indexing may provide additional
growth potential in an otherwise conservative portfolio and blend as a companion
investment to hedge an aggressive equity strategy. There can be no assurance
that a Trust's objective will be met because it may be impracticable for the
Trust to duplicate or maintain precisely the relative weightings of the common
stocks which comprise the related stock index or to purchase all of such stocks.
Additionally, an investment in Units of the Trusts includes payment of sales
charges, fees and expenses which are not considered in the total return of the
related stock index.
Additional Units of each Trust may be issued at any time by depositing in such
Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash with instructions
to purchase additional Securities. As additional Units are issued by a Trust as
a result of the deposit of additional Securities, the aggregate value of the
Securities in such Trust will be increased and the fractional undivided interest
in such Trust represented by each Unit will be decreased. The Sponsor may
continue to make additional deposits of Securities into a Trust from time to
time following the Initial Date of Deposit, provided that such additional
deposits will be in amounts which will maintain, as closely as
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* "Nasdaq(Registered trade mark)", "Nasdaq-100(Registered trade mark)" and
"Nasdaq-100 Index(Registered trade mark)" are registered marks of The Nasdaq
Stock Market, Inc. and are licensed for use by the Sponsor. "S&P(Registered
trade mark)", "Standard & Poor's(Registered trade mark)" and "S&P REIT" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by the Sponsor.
2
<PAGE>
practicable, the proportionate relationship among each Security in the related
stock index. Thus, although additional Units will be issued, each Unit will
continue to represent approximately the same weighting of the then current
components of the related stock index. Precise duplication of the relationship
among the Securities in a Trust may not be achieved because it may be
economically impracticable as a result of certain economic factors or procedural
policies of a Trust. If the Sponsor deposits cash, existing and new investors
may experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because each Trust will pay the associated brokerage fees. To minimize this
effect, each Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible. See "The
Trust Funds."
Each Unit of a Trust initially offered represents that undivided interest in
such Trust indicated under "Essential Information" (as may be adjusted pursuant
to footnote 1 thereto). To the extent that any Units are redeemed by the
Trustee or additional Units are issued as a result of additional Securities
being deposited by the Sponsor, the fractional undivided interest in a Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in such Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit of each Trust during
the initial offering period is based on the aggregate underlying value of the
Securities in such Trust, plus or minus a pro rata portion of the cash, if any,
in the Income and Capital Accounts held or owned by such Trust, plus a sales
charge of 4.9% of the Public Offering Price (equivalent to 5.152% of the net
amount invested). The secondary market Public Offering Price will be equal to
the aggregate underlying value of the Securities in each Trust, plus or minus a
pro rata portion of the cash, if any, in the Income and Capital Accounts held or
owned by such Trust, plus the sales charge indicated under "Public Offering of
Units-Public Offering Price." The sales charge is reduced on a graduated scale
for certain sales. The minimum purchase for each Trust is $1,000.
DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by a Trust
will be distributed quarterly and any funds in the Capital Account will be
distributed annually. See "Unitholders-Distributions to Unitholders."
REINVESTMENT. Each Unitholder may elect to have distributions of income,
capital gains and/or capital on their Units automatically invested into
additional Units of the Trust without a sales charge. In addition, all
Unitholders may elect to have such distributions automatically reinvested into
shares of any Zurich Kemper Investments, Inc. front-end load mutual fund (other
than those funds sold with a contingent deferred sales charge) registered in
such Unitholder's state of residence at net asset value. Such distributions
will be reinvested without charge to the participant on each applicable
Distribution Date. See "Unitholders-Distribution Reinvestment." A current
prospectus for the reinvestment fund selected, if any, will be furnished to any
investor who desires additional information with respect to reinvestment.
MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain dealers may, maintain a market for the Units of the Trusts and offer
to repurchase such Units at prices subject to change at any time which are based
on the current underlying value of the Securities in the Trusts. If the supply
of Units exceeds demand or if some other business reason warrants it, the
Sponsor and/or the dealers may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. A Unitholder may also dispose of
3
<PAGE>
Units through redemption at the Redemption Price on the date of tender to the
Trustee. See "Redemption-Computation of Redemption Price."
TERMINATION. No later than the date specified under the Mandatory Termination
Date in "Essential Information," Securities will begin to be sold in connection
with the termination of the Trusts and it is expected that all Securities in the
Trusts will be sold within a reasonable amount of time after the Mandatory
Termination Date. The Sponsor will determine the manner, timing and execution
of the sale of the underlying Securities. At termination, Unitholders will
receive a cash distribution within a reasonable time after a Trust is
terminated. See "Unitholders-Distributions to Unitholders" and "Administration
of the Trusts-Amendment and Termination."
RISK FACTORS. An investment in a Trust should be made with an understanding of
the risks associated therewith, including the possible deterioration of either
the financial condition of the issuers or the general condition of the stock
market. Additionally, it is anticipated that the identity and weighting of the
stocks in each stock index will change from time to time and the adverse
financial condition of a company will not result directly in its elimination
from the portfolio unless the company is removed from the related stock index.
For risk considerations related to the Trusts, see "Risk Factors."
NASDAQ-100(REGISTERED TRADE MARK) INDEX LICENSING AGREEMENT
The Sponsor has entered into a license agreement with The Nasdaq Stock Market,
Inc. (the "License Agreement"), under which the Nasdaq-100 Trust (through the
Sponsor) is granted licenses to use the trademark and tradenames "Nasdaq,"
"Nasdaq-100," and "Nasdaq-100 Index" solely in materials relating to the
creation and issuance, marketing and promotion of such Trust and in accordance
with any applicable federal and state securities law to indicate the source of
the Nasdaq-100 Index as a basis for determining the composition of such Trust's
portfolio. As consideration for the grant of the license, the Nasdaq-100 Trust
will pay to The Nasdaq Stock Market, Inc. an annual fee equal to that amount
described under "Expenses of the Trusts." If the Nasdaq-100 Index ceases to be
compiled or made available or the anticipated correlation between Nasdaq-100
Trust and the Nasdaq-100 Index is not maintained, the Sponsor may direct that
such Trust continue to be operated using the Nasdaq-100 Index as it existed on
the last date on which it was available or may direct that the Trust Agreement
be terminated (see "Administration of the Trusts-Amendment and Termination").
Neither the Nasdaq-100 Trust nor the Unitholders are entitled to any rights
whatsoever under the foregoing licensing arrangements or to use any of the
covered trademarks or to use the Nasdaq-100 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The Nasdaq-100 Trust is not sponsored, endorsed, sold or promoted by The Nasdaq
Stock Market, Inc. (including its affiliates) (the "Corporations"). The
Corporations have not passed on the legality or suitability of, or the accuracy
or adequacy of descriptions and disclosures relating to, the Trust or Units of
the Nasdaq-100 Trust. The Corporations make no representation or warranty,
express or implied to the owners of Units of the Nasdaq-100 Trust or any member
of the public regarding the advisability of investing in securities generally or
in Units of such Trust particularly or the ability of the Nasdaq-100 Index to
track general stock market performance. The Corporations' only relationship to
the Sponsor ("Licensee") and the Nasdaq-100 Trust is in the licensing of certain
trademarks, service marks, and trade names of the Corporations and the use of
the Nasdaq-100 Index which is determined, composed and calculated by Nasdaq
4
<PAGE>
without regard to the Licensee, the Nasdaq-100 Trust or Unitholders of such
Trust. Nasdaq has no obligation to take the needs of the Licensee or the owners
of the Trust into consideration in determining, composing or calculating the
Nasdaq-100 Index. The Corporations are not responsible for and have not
participated in the determination of the timing of, prices at, or quantities of
the Units of the Nasdaq-100 Trust to be issued or in the determination or
calculation of the equation by which the Units of such Trust are to be converted
into cash. The Corporations have no liability in connection with the
administration or operations of the Nasdaq-100 Trust, marketing or trading of
Units of such Trust.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS
OF UNITS OF THE NASDAQ-100 TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
5
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
ESSENTIAL INFORMATION
AS OF MARCH 4, 1998*
SPONSOR, SUPERVISOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
NASDAQ-100 TRUST LICENSOR: THE NASDAQ STOCK MARKET, INC.
S&P REIT TRUST LICENSOR: STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL
COMPANIES, INC.
<TABLE>
<CAPTION>
Nasdaq-100 S&P REIT
Trust Trust
----------- ----------
<S> <C> <C>
Cusip (Cash) 753268481 753268507
Cusip (Reinvest) 753268499 753268515
Number of Units (1) 42,099 30,994
Fractional Undivided Interest Per Unit (1) 1/42,099 1/30,994
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ 400,359 $ 294,756
Aggregate Value of Securities per Unit $ 9.51 $ 9.51
Plus Sales Charge of 4.9% (5.152% of net amount invested) $ .49 $ .49
Public Offering Price Per Unit (3) $ 10.00 $ 10.00
Redemption Price Per Unit and Sponsor's Initial Repurchase
Price Per Unit $ 9.51 $ 9.51
Excess of Public Offering Price Per Unit over Redemption
Price Per Unit and over Sponsor's Initial Repurchase Price
Per Unit $ .49 $ .49
Estimated Annual Organizational Expense per Unit (4) $ .007 $ .007
</TABLE>
<TABLE>
<S> <C>
Minimum Value of a Trust under which
Trust Agreement may be Terminated 40% of aggregate value of Securities at deposit
Mandatory Termination Date April 30, 2004
Supervisor's Annual Surveillance Fee Maximum of $.003 per Unit
Evaluator's Annual Evaluation Fee Maximum of $.003 per Unit
Trustee's Annual Fee $.009 per Unit
Evaluation Time 3:15 p.m. Central Time
Record and Computation Dates (5) FIRST day of January, April, July and October
Distribution Dates (5) FIFTEENTH day of January, April, July and
October
</TABLE>
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* The business day prior to the Initial Date of Deposit
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of each Trust may be adjusted so that the aggregate value of
Securities per Unit will equal approximately $10. Therefore, to the extent
of any such adjustment the fractional undivided interest per Unit will
increase or decrease from the amounts indicated above.
6
<PAGE>
(2) Each Security is valued at the closing sale price on a national securities
exchange or the Nasdaq National Market.
(3) On the Initial Date of Deposit there will be no accumulated dividends in
the Income Account. Anyone ordering Units after such date will pay his
pro rata share of any accumulated dividends in such Income Account.
(4) Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
audit of the portfolio and the initial fees and expenses of the Trustee but
not including the expenses incurred in the preparation and printing of
brochures and other advertising materials and any other selling expenses)
as is common for mutual funds. It is intended this total organizational
expenses will be amortized over a five year period or the life of each
Trust if less than five years. See "Expenses of the Trusts" and
"Statements of Condition." Historically, the sponsors of unit investment
trusts have paid all the costs of establishing such trusts.
(5) Distributions from the Capital Account and capital gains distributions, if
any, will normally be made in December, as required.
7
<PAGE>
THE TRUST FUNDS
Ranson Unit Investment Trusts, Series 66 (the "Fund") includes separate
underlying unit investment trusts designated as Nasdaq-100 Index Trust, Series 3
and S&P REIT Index Trust, Series 1 (the "Trusts"). The Fund was created under
the laws of the State of New York pursuant to a trust indenture (the "Trust
Agreement") dated the date of this prospectus (the "Initial Date of Deposit")
between Ranson & Associates, Inc. (the "Sponsor") and The Bank of New York (the
"Trustee").*
The Nasdaq-100 Trust contains common stocks issued by substantially all of the
companies which comprise the Nasdaq-100 Index. The S&P REIT Trust contains
common stocks issued by substantially all of the companies which comprise the
S&P REIT Index. As used herein, the term "Securities" means the common stocks
(including contracts for the purchase thereof) initially deposited in each Trust
and described in the related portfolio and any additional common stocks acquired
and held by each Trust pursuant to the provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trusts. This initial
deposit into each Trust consisted of at least 100 shares of each of the stocks
which comprise the related stock index. During the Initial Adjustment Period,
the Sponsor intends to create and maintain a Trust portfolio which duplicates,
to the extent practicable, the weightings of stocks which comprise the related
stock index. The Sponsor anticipates that within the Initial Adjustment Period,
each Trust will comprise the stocks in the related stock index in substantially
the same weightings as in such index. In connection with any deposit of
Securities, purchase and sale transactions will be effected in accordance with
computer program output showing which Securities are under- or over-represented
in each Trust portfolio. Neither the Sponsor nor the Trustee will exercise any
investment discretion in connection with such transactions. Precise duplication
of the relationship among the Securities in the related stock index may not be
achieved because it may be economically impracticable or impossible to acquire
very small numbers of shares of certain stocks and because of other procedural
policies of the Trusts, but correlation between the performance of the related
stock index and each Trust portfolio is expected to be between .97 and .99.
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the related stock index, each Trust seeks to
produce investment results that generally correspond to the price and yield
performance of the equity securities represented by such index over the term of
such Trust. Due to various factors discussed below, there can be no assurance
that this objective will be met. An investment in Units of a Trust should be
made with an understanding that each Trust includes payments of sales charges,
fees and expenses which may not be considered in public statements of the total
return of the related stock index.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities in a Trust, contracts to purchase additional Securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
Securities or cash (including a letter of credit) with instructions to purchase
additional Securities, maintaining, as closely as practicable the same
proportionate relationship among the Securities in the portfolio as reflected in
the related stock index. Thus, although additional Units will be issued, each
Unit of a Trust will continue to represent approximately a weighting of the then
current components of the related stock index at any such deposit. Precise
duplication of the relationship among the Securities in a Trust may not be
achieved
- --------------------
* Reference is made to the Trust Agreement and any statement contained herein
is qualified in its entirety by the provisions of the Trust Agreement.
8
<PAGE>
because it may be economically impracticable as a result of certain economic
factors and procedural policies of a Trust such as (1) price movements of the
various Securities will not duplicate one another, (2) the Sponsor's current
intention is to purchase shares of the Securities in round lot quantities only,
(3) reinvestment of excess proceeds not needed to meet redemptions of Units may
not be sufficient to acquire equal round lots of all the Securities in a Trust
and (4) reinvestment of proceeds received from Securities which are no longer
components of the related stock index might not result in the purchase of an
equal number of shares in any replacement Security. If the Sponsor deposits
cash, existing and new investors may experience a dilution of their investments
and a reduction in their anticipated income because of fluctuations in the
prices of the Securities between the time of the cash deposit and the purchase
of the Securities and because each Trust will pay the associated brokerage fees.
To minimize this effect, each Trust will attempt to purchase the Securities as
close to the Evaluation Time or as close to the evaluation prices as possible.
Each Trust consists of (a) the Securities listed under the related "Portfolio"
as may continue to be held from time to time in such Trust (b) any additional
Securities acquired and held by such Trust pursuant to the provisions of the
Trust Agreement and (c) any cash held in the Income and Capital Accounts of such
Trust. Neither the Sponsor nor the Trustee shall be liable in any way for any
failure in any of the Securities. However, should any contract for the purchase
of any of the Securities initially deposited hereunder fail, the Sponsor will,
unless substantially all of the moneys held in a Trust to cover such purchase
are reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in each Trust. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of each Trust set forth under
"Essential Information."
THE TRUST PORTFOLIOS
Each Trust portfolio will consist of as many of the Nasdaq-100 or S&P REIT Index
stocks as is feasible in order to achieve the respective Trust's objective of
attempting to provide investment results that duplicate substantially the total
return of the Nasdaq-100 or S&P REIT Index. Following the Initial Adjustment
Period, each Trust is expected to be invested in no less than 95% of the stocks
comprising the related index. Although it may be impracticable for a Trust to
own certain of such stocks at any time, the Sponsor expects to maintain a
correlation between the performance of each Trust portfolio and that of the
related index of between .97 and .99. Adjustments to a Trust portfolio will be
made on an ongoing basis in accordance with the computer program output to match
the weightings of the Securities as closely as is feasible with their weightings
in the related index as such Trust invests in new Securities in connection with
the creation of additional Units, as companies are dropped from or added to such
index or as Securities are sold to meet redemptions. These adjustments will be
made on the business day following the relevant transaction in accordance with
computer program output showing which of the Securities are under- or over-
represented in a Trust portfolio. Adjustments may also be made from time to
time to maintain the appropriate correlation between a Trust and the related
index. The proceeds from any sale will be invested in those Securities which
the computer program indicates are most under-represented in the related
portfolio. See "Investment Supervision."
9
<PAGE>
Due to changes in the composition of the Nasdaq-100 Index and the S&P REIT
Index, adjustments to a Trust portfolio may be made from time to time. It is
anticipated that most of such changes in the Nasdaq-100 Index and the S&P REIT
Index will occur as a result of merger or acquisition activity. In such cases,
a Trust, as a shareholder of an issuer which is the object of such merger or
acquisition activity, will presumably receive various offers from potential
acquirers of the issuer. The Trustee is not permitted to accept any such offers
until such time as the issuer has been removed from the related index. Since,
in most cases, an issuer is removed from an index only after the consummation of
a merger or acquisition, it is anticipated that the Trusts will generally
acquire, in exchange for the stock of the deleted issuer, the consideration that
is being offered to shareholders of that issuer who have not tendered their
shares prior to that time. Any cash received as consideration in such
transactions will be reinvested in the most under-represented Securities as
determined by the computer program output. Any securities received as
consideration which are not included in the related index will be sold as soon
as practicable and will also be reinvested in the most under-represented
Securities as determined by the computer program output.
In attempting to duplicate the proportionate relationships represented by each
index, the Sponsor does not anticipate purchasing or selling stock in quantities
of less than round lots (100 shares). In addition, certain Securities may not
be available in the quantities specified by the computer program. For these
reasons, among others, precise duplication of the proportionate relationships in
the related index may not be possible but will continue to be the goal of each
Trust in connection with acquisitions or dispositions of Securities. See
"Investment Supervision." As the holder of the Securities, the Trustee will
have the right to vote all of the voting stocks in a Trust portfolio and will
vote such stocks in accordance with the instructions of the Sponsor.
Investors should note that the Trusts are not sponsored, endorsed or promoted by
or affiliated with either The Nasdaq Stock Market, Inc. or Standard & Poor's and
The Nasdaq Stock Market, Inc. and Standard & Poor's make no representation,
express or implied, to the Trusts or Unitholders regarding the advisability of
investing in an index investment or unit investment trusts generally or in the
Trusts specifically or the ability of the indexes to track general stock market
performance.
Although there can be no assurance that such Securities will appreciate in value
over the life of a Trust, over time stock investments have generally out-
performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors-Certain Investment Considerations"),
and past performance is no guarantee of future results.
THE NASDAQ-100 INDEX
The Nasdaq-100 Index is composed of 100 of the largest non-financial Nasdaq
National Market common stocks. Nasdaq, which represents the fastest growing
stock market in the U.S., is also one of the first fully electronic stock
markets in the world. This modern-day securities market began operations in
1971 and today lists more companies than any other market in the U.S. The
Nasdaq-100 Index is limited to one issue per company. At the time of inclusion
in the Nasdaq-100 Index, index securities must have a minimum market value of at
least $500 million. In the event a security is deleted from the
Nasdaq-100 Index, the largest non-financial issue not then in the Nasdaq-100
Index which meets the applicable criteria will be substituted. The Nasdaq
Stock Market, Inc. has established procedures for, and controls over,
10
<PAGE>
substitutions of securities and may periodically, at its discretion, make
changes in component stocks so that the Index will more accurately reflect the
overall composition of the non-financial sector of The Nasdaq Stock Market.
Each security in the Nasdaq-100 Index is represented by its market
capitalization in relation to the total market value of the Nasdaq-100 Index.
Companies are selected using criteria that includes company trading volume,
company visibility, continuity of the components in the Nasdaq-100 Index, and a
good mix of industries represented on The Nasdaq Stock Market. Chicago Board
Options Exchange, the largest options exchange in the world, began trading
Nasdaq-100 Index options on February 7, 1994. As of March 4, 1998, the Nasdaq-
100 Index was comprised of the following industry sectors: Electronic Technology
(34.6%), Technology Services (30.8%), Industrials (16.2%), Telecommunications
(13.3%), Biotechnology (3.9%) and Transportation (1.3%). As used herein
Electronic Technology describes companies that manufacture computer chips and
other computer hardware (such as Intel Corporation, Cisco Systems, Inc. and
Apple Computer, Inc.), whereas Technology Services describes publishers of
computer software and operating systems (such as Microsoft Corporation and
Oracle Corporation).
The table below illustrates the characteristics of the average company included
in the Nasdaq-100 Index as of the end of 1997. It is important to note that,
unless provided otherwise, the data included in the table encompasses average
data, not the total data of all companies in the Nasdaq-100 Index and is not
intended to describe or predict the financial data, returns or characteristics
of any company included or to be included in the Nasdaq-100 Index.
<TABLE>
<CAPTION>
FINANCIAL CHARACTERISTICS (MILLIONS) TRADING CHARACTERISTICS (AVERAGES)
<S> <C> <C> <C>
Total Assets $ 2,981.4 Share Price $43.67
Shareholders' Equity $ 1,397.0 Number of Market Makers 32.8
Total Revenues $ 2,736.0
Net Income $ 196.3
Shares Outstanding 173.1
Market Value of Shares Outstanding $ 7,557.6
P/E Ratio for Total Indexa,b 38.5
<FN>
a Total market value divided by total earnings
b These figures represent total data for all index companies.
</FN>
</TABLE>
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<PAGE>
The following table depicts the Year-End Index Value for the Nasdaq-100 Index
from inception (February 1, 1985) through December 31, 1997. The formula used
in calculating the Nasdaq-100 Index Level is described below. The table uses
data that is adjusted to reflect that the Nasdaq-100 Index level was halved on
January 3, 1994, and does not reflect reinvestment of dividends. Investors
should note that the figures below represent past performance of the Nasdaq-100
Index and not the future performance of the Nasdaq-100 Index or the Nasdaq-100
Trust (which includes certain fees and expenses). Past performance is, of
course, no guarantee of future results.
<TABLE>
<CAPTION>
YEAR-END ANNUAL RETURN
INDEX (EXCLUDING
YEAR VALUE DIVIDENDS)
- ------------------------------ -------- -------------
<S> <C> <C>
February 1, 1985 125.00 -
1985 132.30 5.84%
1986 141.41 6.89%
1987 156.25 10.50%
1988 177.41 13.54%
1989 223.84 26.17%
1990 200.53 (10.41)%
1991 330.86 64.99%
1992 360.19 8.86%
1993 398.28 10.58%
1994 404.27 1.50%
1995 576.23 42.54%
1996 821.36 42.54%
1997 990.80 20.63%
Total Return Since Inception 692.64%
</TABLE>
Because the Nasdaq-100 Trust is sold to the public at net asset value plus the
applicable sales charge, and the expenses of such Trust are deducted before
making distributions to Unitholders, investment in such Trust would have
resulted in investment performance to Unitholders somewhat reduced from that
reflected in the above table.
The Nasdaq-100 Index is market value weighted. The representation of each
security in the Nasdaq-100 Index is proportional to its last sale price times
the total number of shares outstanding, in relation to the total market value of
the Nasdaq-100 Index. The level of the Nasdaq-100 Index is calculated as
follows:
Nasdaq-100 Index Level = Current Market Value X 125
--------------------
Adjusted Base Period
Market Value
Adjusted Base Period = Current Market Value X Previous Base
After Adjustments Period Market Value
--------------------
Current Market Value
Before Adjustments
The numeric value level of the Nasdaq-100 Index was established at 250 prior to
the opening of the market on February 1, 1985. The Nasdaq-100 Index value was
halved at the end of 1993. The level of the Nasdaq-100 Index will only change
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<PAGE>
as a result of the price changes occurring between the opening and closing of
the market. Adjustments for securities being added to or deleted from the
Nasdaq-100 Index, or capitalization changes of adjustments, will take place
during the system maintenance process which occurs after the market has closed.
These adjustments will result in value changes to the current market value and
adjusted base period market value, but will not in and of themselves alter the
level of the Nasdaq-100 Index.
The Nasdaq-100 Index is also adjusted to account for stock splits and stock
dividends during the system maintenance process. The system makes a price
adjustment, however, to account for the increased number of shares outstanding
from such an action with the result being that the current market value does not
change.
In case of cash dividends other than extraordinary dividends, no system
adjustment is made. The Nasdaq-100 Index formula relies on market forces to
determine the level of the Nasdaq-100 Index. Neither the current market value
nor the adjusted base period market value are adjusted to reflect ordinary cash
dividends. At its discretion, The Nasdaq Stock Market, Inc. may temporarily
suspend Nasdaq-100 Index securities from the calculation of the Nasdaq-100 Index
or adjust the Nasdaq-100 Index divisor in those instances where an unusual cash
dividend or spin-off might unduly influence the level of the Nasdaq-100 Index.
The Nasdaq Stock Market, Inc. disseminates calculations of the Nasdaq-100 Index
via Level 2 and Level 3 Nasdaq service and makes the Index calculation available
to information vendors and the print media.
THE S&P REIT INDEX
The S&P REIT Index currently consists of 105 REITs. The component stocks are
selected by identifying the total REIT population and applying a screening
process which eliminates REITs if the REIT (1) is below the 70th percentile in
terms of market capitalization, (2) is not listed on the New York Stock
Exchange, American Stock Exchange or Nasdaq Stock Market, (3) has a share price
of less than $1, (4) did not pay dividends the previous fiscal year, (5) had
more than three no-trade days in the previous 12 months and (6) has less than a
two-month trading history since its initial public offering. This screening
process also considers the liquidity ratio, targets REIT property-type
representation and includes a strict fundamental analysis seeking a strong level
of earnings performance and eliminating REITs with liquidation features. This
screening process initially produced 128 candidates covering approximately 85-
90% of the total REIT market value. Each of these REITs had a market
capitalization of over $100 million. S&P selected REITs in the three broad
categories (Equity, Mortgage and Hybrid) allocated across different property
types. As of March 4, 1998, this sector diversification was as follows:
Industrial/Office-26.9%, Residential-19.0%, Retail-17.4%, Specialty/Hotels-
13.0%, Health Care-8.7%, Self Storage-4.7%, Diversified-4.2%, Specialty-3.6% and
Mortgage-Backed-2.5%. Initially, 100 REITs were included in the index. In
December 1997, five REITs were added to bring the index coverage to 90% of the
total REIT market capitalization. The base value of the index was set at 100 on
December 31, 1996, and a ten-year history was compiled.
The S&P REIT Trust has entered into a license agreement with Standard & Poor's
(the "License Agreement"), under which such Trust is granted licenses to use the
trademark and tradename "S&P REIT" and other trademarks and tradenames, to the
extent the Sponsor deems appropriate and desirable under federal and state
securities laws to indicate the source of the index as a basis for determining
the composition of such Trust's portfolio. As consideration for the grant of
the license, the S&P REIT Trust will pay to Standard & Poor's an annual fee
equal to .02% of the average net asset value of such Trust (or, if greater,
$10,000). The License Agreement permits the S&P REIT Trust to substitute
another index for the S&P REIT Index in the event that Standard & Poor's ceases
13
<PAGE>
to compile and publish that index. In addition, if the index ceases to be
compiled or made available or the anticipated correlation between the S&P REIT
Trust and the index is not maintained, the Sponsor may direct that such Trust
continue to be operated using the S&P REIT Index as it existed on the last date
on which it was available or may direct that the Trust Agreement be terminated
(see "Administration of the Trusts-Amendment and Termination").
Neither the S&P REIT Trust nor the Unitholders are entitled to any rights
whatsoever under the foregoing licensing arrangements or to use any of the
covered trademarks or to use the S&P REIT Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The S&P REIT Trust is not sponsored, endorsed, sold or promoted by Standard &
Poor's ("S&P"). S&P makes no representation or warranty, express or implied, to
the owners of such Trust or any member of the public regarding the advisability
of investing in securities generally or in such Trust particularly or the
ability of the S&P REIT Index to track general stock market performance. S&P's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of S&P and of the S&P REIT Index which is determined, composed and
calculated by S&P without regard to the Licensee or the S&P REIT Trust. S&P has
no obligation to take the needs of the Licensee or the owners of the S&P REIT
Trust into consideration in determining, composing or calculating the S&P REIT
Index. S&P is not responsible for and has not participated in the determination
of the prices and amount of the S&P REIT Trust or the timing of the issuance or
sale of such Trust or in the determination or calculation of the equation by
which such Trust is to be converted into cash. S&P has no obligation or
liability in connection with the administration, marketing or trading of the S&P
REIT Trust.
S&P does not guarantee the accuracy and/or the completeness of the S&P REIT
Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by the Sponsor, the S&P REIT Trust, any
person or any entity from the use of the S&P REIT Index or any data included
therein. S&P makes no express or implied warranties, and expressly disclaims
all warranties of merchantability or fitness for a particular purpose or use,
with respect to the S&P REIT Index or any data included therein. Without
limiting any of the foregoing, in no event shall S&P have any liability for any
special, punitive, indirect, or consequential damages (including lost profits),
even if notified of the possibility of such damages. "Standard &
Poor's(Registered trade mark)", "S&P(Registered trade mark)", "S&P
REIT(Registered trade mark)", "Standard & Poor's 500", and "500" are trademarks
of The McGraw-Hill Companies, Inc. and have been licensed for use by the S&P
REIT Trust. The S&P REIT Trust is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in such Trust.
RISK FACTORS
General. An investment in Units of a Trust should be made with an understanding
of the risks inherent in an investment in equity securities, including the risk
that the financial condition of issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus, in
the value of the Units) or the risk that holders of common stock have a right to
receive payments from the issuers of those stocks that is generally inferior to
that of creditors of, or holders of debt obligations issued by, the issuers and
that the rights of holders of common stock generally rank inferior to the rights
of holders of preferred stock. Common stocks are especially susceptible to
14
<PAGE>
general stock market movements and to volatile increases and decreases in value
as market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest
rates, economic expansion or contraction, and global or regional political,
economic or banking crises.
Holders of common stock incur more risk than the holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stock
issued by the issuer. Holders of common stock of the type held by the Trusts
have a right to receive dividends only when and if, and in the amounts, declared
by the issuer's Board of Directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stock have the right to
receive dividends at a fixed rate when and as declared by the issuer's Board of
Directors, normally on a cumulative basis, but do not participate in other
amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends and any
cumulative preferred stock dividend omitted is added to future dividends payable
to the holders of cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (whose value,
however, will be subject to market fluctuations prior thereto), common stocks
have neither a fixed principal amount nor a maturity and have values which are
subject to market fluctuations for as long as the stocks remain outstanding.
The value of the Securities in the portfolios thus may be expected to fluctuate
over the entire life of a Trust to values higher or lower than those prevailing
on the Initial Date of Deposit.
Whether or not the Securities are listed on a national securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, a Trust is restricted under the
Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of a
Trust will be adversely affected if trading markets for the Securities are
limited or absent.
The Trust Agreement authorizes the Sponsor to increase the size of a Trust and
the number of Units thereof by the deposit of additional Securities, or cash
(including a letter of credit) with instructions to purchase additional
Securities, in such Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their anticipated
income because of fluctuations in the prices of the Securities between the time
of the cash deposit and the purchase of the Securities and because a Trust will
pay the associated brokerage fees. To minimize this effect, the Trusts will
attempt to purchase the Securities as close to the Evaluation Time or as close
to the evaluation prices as possible.
15
<PAGE>
From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. Enactment into law of a proposal to reduce the
rate would adversely affect the after-tax return to investors who can take
advantage of the deduction. Unitholders are urged to consult their own tax
advisers. Further, at any time after the Initial Date of Deposit, litigation
may be initiated on a variety of grounds, or legislation may be enacted with
respect to the Securities in a Trust or the issuers of the Securities. There
can be no assurance that future litigation or legislation will not have a
material adverse effect on the Trust or will not impair the ability of issuers
to achieve their business goals.
Technology Issuers. Because the Nasdaq-100 Index generally includes a
concentration of technology and technology-related companies, an investment in
Units of the Nasdaq-100 Trust should be made with an understanding of the
characteristics of the technology industry and the risks which such an
investment may entail. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers, computer
related equipment, computer networks, communications systems, telecommunications
products, semiconductors, electronic products, and other related products,
systems and services. The market for technology products is characterized by
rapidly changing technology, rapid product obsolescence, cyclical market
patterns, evolving industry standards and frequent new product introductions.
The success of the issuers of the Securities depends in substantial part on the
timely and successful introduction of new products. An unexpected change in one
or more of the technologies affecting an issuer's products or in the market for
products based on a particular technology could have a material adverse affect
on an issuer's operating results. Furthermore, there can be no assurance that
the issuers of the Securities will be able to respond timely to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements of new
products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of technology
common stocks to fluctuate substantially. In addition, technology company
stocks have experienced extreme price and volume fluctuations that often have
been unrelated to the operating performance of such companies. This market
volatility may adversely affect the market price of the Securities and therefore
the ability of a Unitholder to redeem Units at a price equal to or greater than
the original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the
future suppliers will be able to meet the demand for components in a timely and
cost effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous industry standards. Any failure to comply with
such standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated into
other related products, such companies are often highly dependent on the
performance of the personal computer, electronics and telecommunications
industries. There can be no assurance that these customers will place
additional orders, or that an issuer of Securities will obtain orders of similar
magnitude as past orders from other customers. Similarly, the success of
certain technology companies is tied to a relatively small concentration of
products or technologies. Accordingly, a decline in demand of such products,
technologies or from such customers could have a material adverse impact on
issuers of the Securities.
16
<PAGE>
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology.
Certain issuers of the Securities may derive a significant amount of business in
foreign markets. Many countries, especially emerging market countries, have
regulatory requirements that differ from U.S. requirements and are characterized
by less developed and more volatile economies. International sales and
operations are subject to certain risks, including unexpected changes in
regulatory environments, exchange rates, tariffs and other barriers, political
and economic instability and potentially adverse tax consequences. All of these
factors could have a material adverse impact on the financial condition of
certain issuers.
REITs. An investment in the S&P REIT Trust should be made with an understanding
of the risks inherent in an investment in REITs specifically and in real estate
generally (in addition to securities market risks). REITs are financial
vehicles that have as their objective the pooling of capital from a number of
investors in order to participate directly in real estate ownership or
financing. REITs are generally fully integrated operating companies that have
interests in income-producing real estate. REITs are differentiated by the
types of real estate properties held and the actual geographic location of
properties and fall into two major categories: Equity REITs emphasize direct
property investment, holding their invested assets primarily in the ownership of
real estate or other equity interests, while Mortgage REITs concentrate on real
estate financing, holding their assets primarily in mortgages secured by real
estate. REITs obtain capital funds for investment in underlying real estate
assets by selling debt or equity securities in the public or institutional
capital markets or by bank borrowings. Thus, the returns on common equities of
the REITs in which the Trust invests will be significantly affected by changes
in costs of capital and, particularly in the case of highly "leveraged" REITs
(i.e., those with large amounts of borrowings outstanding), by changes in the
level of interest rates. The objective of an Equity REIT is to purchase income-
producing real estate properties in order to generate high levels of cash flow
from rental income and a gradual asset appreciation, and they typically invest
in properties such as office, retail, industrial, hotel and apartment buildings
and healthcare facilities. The objective of a Mortgage REIT is to invest
primarily in mortgages secured by real estate in order to generate cash flow
from payments on the mortgage loans.
REITs are a creation of the tax law. REITs essentially operate as a corporation
or business trust with the advantage of exemption from corporate income taxes
provided the REIT satisfies the requirements of Sections 856 through 860 of the
Internal Revenue Code. The major tests for tax-qualified status are that the
REIT (i) be managed by one or more trustees or directors, (ii) issue shares of
transferable interest to its owners, (iii) have at least 100 shareholders, (iv)
have no more than 50% of its shares held by five or fewer individuals, (v)
invest substantially all of its capital in real estate related assets and derive
substantially all of its gross income from real estate related assets and (vi)
distribute at least 95% of its taxable income to its shareholders each year. If
any REIT in the S&P REIT Trust's portfolio should fail to qualify for such tax
status, the related shareholders (including the Trust) could be adversely
affected by the resulting tax consequences.
The underlying value of the Securities and the S&P REIT Trust's ability to make
distributions to Unitholders may be adversely affected by changes in the
national, state and local economic climate and real estate conditions (such as
oversupply of, or reduced demand for, space and changes in market rental rates),
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<PAGE>
perceptions of prospective tenants of the safety, convenience and attractiveness
of the properties, the ability of the owner to provide adequate management;
maintenance and insurance, the ability to collect on a timely basis all rents
from tenants, tenant defaults, the cost of complying with the Americans with
Disabilities Act, increased competition from other properties, obsolescence of
properties, changes in the availability, cost and terms of mortgage funds, the
impact of present or future environmental legislation and compliance with
environmental laws, the ongoing need for capital improvements, particularly in
older properties, changes in real estate tax rates and other operating expenses,
regulatory and economic impediments to raising rents, adverse changes in
governmental rules and fiscal policies, dependency on management skills, civil
unrest, acts of God, including earthquakes and other natural disasters (which
may result in uninsured losses), acts of war, adverse changes in zoning laws,
and other factors which are beyond the control of the issuers of the REITs in
the S&P REIT Trust.
The value of the REITs may at times be particularly sensitive to devaluation in
the event of rising interest rates. Equity REITs are less likely to be affected
by interest rate fluctuations than Mortgage REITs and the nature of the
underlying assets of an Equity REIT may be considered more tangible than that of
a Mortgage REIT. Equity REITs are more likely to be adversely affected by
changes in the value of the underlying property it owns than Mortgage REITs.
The Clinton Administration's proposed budget for fiscal year 1999 includes four
proposals affecting REITs. These proposals, if enacted, would place additional
restrictions on the structure of certain REITs, limit a REIT's permissible
investments, and affect the taxation of "built-in gains." The Sponsor is unable
to predict whether such proposals or future proposals will be enacted or what
impact such proposals or future proposals, if any, will have on the Securities
included in the S&P REIT Trust.
REITs may concentrate investments in specific geographic areas or in specific
property types, i.e., hotels, shopping malls, residential complexes, and office
buildings. The impact of economic conditions on REITs can also be expected to
vary with geographic location and property type. Investors should be aware that
REITs may not be diversified and are subject to the risks of financing projects.
REITs are also subject to defaults by borrowers, self-liquidation, the market's
perception of the REIT industry generally, and the possibility of failing to
qualify for pass-through of income under the Internal Revenue Code, and to
maintain exemption from the Investment Company Act of 1940. A default by a
borrower or lessee may cause the REIT to experience delays in enforcing its
rights as mortgagee or lessor and to incur significant costs related to
protecting its investments. In addition, because real estate generally is
subject to real property taxes, the REITs in the S&P REIT Trust may be adversely
affected by increases or decreases in property tax rates and assessments or
reassessments of the properties underlying the REITs by taxing authorities.
Furthermore, because real estate is relatively illiquid, the ability of REITs to
vary their portfolios in response to changes in economic and other conditions
may be limited and may adversely affect the value of the Units. There can be no
assurance that any REIT will be able to dispose of its underlying real estate
assets when advantageous or necessary.
The issuer of REITs generally maintains comprehensive insurance on presently
owned and subsequently acquired real property assets, including liability, fire
and extended coverage. However, certain types of losses may be uninsurable or
not be economically insurable for local risks to which the REITs may be
susceptible. There can be no assurance that insurance coverage will be
sufficient to pay the full current market value or current replacement cost of
any lost investment. Various factors might make it impractical to use insurance
proceeds to replace a facility after it has been damaged or destroyed. Under
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<PAGE>
such circumstances, the insurance proceeds received by a REIT might not be
adequate to restore its economic position with respect to such property.
Under various environmental laws, a current or previous owner or operator of
real property may be liable for the costs of removal or remediation of hazardous
or toxic substances on, under, or in such property. Such laws often impose
liability whether or not the owner or operator caused or knew of the presence of
such hazardous or toxic substances and whether or not the storage of such
substances was in violation of a tenant's lease. In addition, the presence of
hazardous or toxic substances, or the failure to remediate such property
properly, may adversely affect the owner's ability to borrow using such real
property as collateral. No assurance can be given that one or more of the REITs
in the Trust may not be presently liable or potentially liable for any such
costs in connection with real estate assets they presently own or subsequently
acquire while such REITs are held in the S&P REIT Trust.
FEDERAL TAX STATUS
Each Trust has elected and intends to qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If a Trust so qualifies
and timely distributes to Unitholders 90% or more of its taxable income (without
regard to its net capital gain, i. e., the excess of its net long-term capital
gain over its net short-term capital loss), it will not be subject to Federal
income tax on the portion of its taxable income (including any net capital gain)
that it distributes to Unitholders. In addition, to the extent a Trust timely
distributes to Unitholders at least 98% of its taxable income (including any net
capital gain), it will not be subject to the 4% excise tax on certain
undistributed income of "regulated investment companies." Because each Trust
intends to timely distribute its taxable income (including any net capital
gain), it is anticipated that neither Trust will be subject to Federal income
tax or the excise tax.
Distributions to Unitholders of a Trust's income, other than distributions which
are designated as capital gain dividends, will be taxable as ordinary income to
Unitholders, except that to the extent that distributions to a Unitholder in any
year exceed a Trust's current and accumulated earnings and profits, they will be
treated as a return of capital and will reduce the Unitholder's basis in his
Units and, to the extent that they exceed his basis, will be treated as a gain
from the sale of his Units as discussed below. Distributions in partial
liquidation reflecting the proceeds of prepayments, redemptions, maturities
(including monthly mortgage payments of principal) or sales of Securities
(exclusive of net capital gain) will not be taxable to Unitholders of such Trust
to the extent that they represent a return of capital for tax purposes. The
portion of distributions which represents a return of capital will, however,
reduce a Unitholder's basis in his Units, and to the extent they exceed the
basis of his Units will be taxable as a capital gain. Although distributions
generally will be treated as distributed when paid, distributions declared in
October, November or December, payable to Unitholders of record on a specified
date in one of those months and paid during January of the following year will
be treated as having been distributed by the Trust (and received by the
Unitholders) on December 31 of the year such distributions are declared.
Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by such Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. A Unitholder may recognize a taxable gain or loss if the Unitholder
sells or redeems his Units. Any gain or loss arising from (or treated as
arising from) the sale or redemption of Units will generally be a capital gain
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<PAGE>
or loss, except in the case of a dealer or a financial institution. The
Taxpayer Relief Act of 1997 (the "1997 Act") provides that for taxpayers other
than corporations, net capital gain (which is defined as net long-term capital
gain over net short-term capital loss for the taxable year) is subject to a
maximum marginal stated tax rate of either 28% or 20%, depending upon the
holding periods of the capital assets. Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. The date on which a Unit is
acquired (i.e., the "trade date") is excluded for purposes of determining the
holding period of the Unit. Generally, capital gains realized from assets held
for more than one year but not more than 18 months are taxed at a maximum
marginal stated tax rate of 28% and capital gains realized from assets (with
certain exclusions) held for more than 18 months are taxed at a maximum marginal
stated tax rate of 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Further, capital gains realized from assets held for one year or less
are taxed at the same rates as ordinary income. Legislation is currently
pending that provides the appropriate methodology that should be applied in
netting the realized capital gains and losses. Such legislation is proposed to
be effective retroactively for tax years ending after May 6, 1997. Note,
however, that the 1997 Act provides that the application of the rules described
above in the case of pass-through entities such as the Trusts will be prescribed
in future Treasury Regulations. The Internal Revenue Service has released
preliminary guidance which provides that, in general, pass-through entities such
as the Trusts may designate their capital gains dividends as either a 20% rate
gain distribution or a 28% rate gain distribution, depending on the nature of
the gain received by the pass-through entity. Unitholders should consult their
own tax advisors as to the tax rate applicable to capital gain dividends. Note
that if a Unitholder holds Units for six months or less and subsequently sells
such Units at a loss, the loss will be treated as a long-term capital loss to
the extent that any long-term capital gain distribution is made with respect to
such Units during the six-month period or less that the Unitholder owns the
Units.
The 1997 Act includes other provisions that treat certain other transactions
designed to reduce or eliminate risk of loss and opportunities for gain (e.g.,
short sales, offsetting notional principal contracts, futures or forward
contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period. Unitholders should consult their own tax advisers with regard to any
such constructive sales rules.
In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after April
30, 1993. Unitholders and prospective investors should consult with their tax
advisers regarding the potential effect of this provision on their investment in
Units.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Nasdaq-100 Trust distributions may qualify for the 70%
dividends-received deduction, subject to the limitations otherwise applicable to
the availability of the deduction, to the extent the distribution is
attributable to dividends received by the Nasdaq-100 Trust from United States
corporations (other than real estate investment trusts) and is designated by
such Trust as being eligible for such deduction. To the extent dividends
received by the Nasdaq-100 Trust are attributable to foreign corporations, a
corporation that owns Units will not be entitled to the dividends-received
deduction with respect to its pro rata portion of such dividends, since the
dividends-received deduction is generally available only with respect to
dividends paid by domestic corporations. Distributions from the S&P REIT Trust
will not be eligible for the dividends-received deduction. Each Trust will
provide each Unitholder with information annually concerning what part of Trust
distributions are eligible for the dividends-received deduction.
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<PAGE>
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by a Trust so long as the Units of
each Trust are held by or for 500 or more persons at all times during the
taxable year or another exception is met. In the event the Units of a Trust are
held by fewer than 500 persons, additional taxable income may be realized by the
individual (and other noncorporate) Unitholders in excess of the distributions
received from a particular Trust.
Distributions reinvested into additional Units of a Trust will be taxed to a
Unitholder in the manner described above (i. e., as ordinary income, long-term
capital gain or as a return of capital).
Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee and to certify that the Unitholder has not
been notified that payments to the Unitholder are subject to back- up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by a Trust to such
Unitholder (including amounts received upon the redemption of Units) will be
subject to back-up withholding. Distributions by a Trust will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from a Trust which constitute dividends for Federal income tax
purposes (other than dividends which the Trust designates as capital gain
dividends) will be subject to United States income taxes, including withholding
taxes. However, distributions received by a foreign investor from a Trust that
are designated by the Trust as capital gain dividends should not be subject to
United States Federal income taxes, including withholding taxes, if all of the
following conditions are met: (i) the capital gain dividend is not effectively
connected with the conduct by the foreign investor of a trade or business within
the United States, (ii) the foreign investor (if an individual) is not present
in the United States for 183 days or more during his or her taxable year, and
(iii) the foreign investor provides all certification which may be required of
his status (foreign investors may contact the Sponsor to obtain a Form W-8 which
must be filed with the Trustee and refiled every three calendar years
thereafter). Foreign investors should consult their tax advisors with respect
to United States tax consequences of ownership of Units. Units in the Trusts
and Trust distributions may also be subject to state and local taxation and
Unitholders should consult their tax advisors in this regard.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. The foregoing discussion
relates only to the federal income tax status of the Trusts and to the tax
treatment of distributions by the Trusts to United States Unitholders.
Distributions by a Trust will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident alien
individuals, foreign corporations or other non-United States persons. Such
persons should consult their tax advisers. Units in a Trust and Trust
distributions may also be subject to state and local taxation and Unitholders
should consult their own tax advisers in this regard.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
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<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trusts
are offered at the Public Offering Price (which is based on the aggregate
underlying value of the Securities in a Trust and includes a sales charge of
4.9% of the Public Offering Price which charge is equivalent to 5.152% of the
net amount invested) plus a pro rata share of any accumulated dividends in the
Income Account of a Trust. In the secondary market, Units are offered at the
Public Offering Price (which is based on the aggregate underlying value of the
Securities in a Trust and includes a sales charge of 4.9% of the Public Offering
Price which charge is equivalent to 5.152% of the net amount invested) plus a
pro rata share of any accumulated dividends in the Income Account of a Trust.
Such underlying value shall also include the proportionate share of any
undistributed cash held in the Capital Account of the related Trust.
The sales charge per Unit of a Trust in both the primary and secondary market
will be reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF NET
NUMBER OF UNITS* OFFERING PRICE AMOUNT INVESTED
- ---------------- -------------- ---------------
<S> <C> <C>
Less than 10,000 4.9% 5.152%
10,000-24,999 4.5 4.712
25,000-49,999 4.3 4.493
50,000-99,999 3.5 3.627
100,000 or more 3.0 3.093
- --------------------
<FN>
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor.
</FN>
</TABLE>
An investor may aggregate purchases of Units of the Trusts for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trusts by the same
person on any one day from any one dealer. Additionally, Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed, for purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
Units may be purchased in the primary or secondary market at the Public Offering
Price less the concession the Sponsor typically allows to dealers and other
selling agents for purchases (see "Public Distribution of Units" below) by
officers, directors and employees of the Sponsor and its affiliates and
registered representatives of selling firms and by investors who purchase Units
through registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or provide
such services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed.
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Unitholders of any series of the Trusts or any series of Defined Growth Strategy
5 and Defined Growth Strategy 10 may utilize their redemption or termination
proceeds to purchase Units of the Trusts subject to a reduced sales charge of 3%
of the Public Offering Price (3.093% of the net amount invested).
Unitholders of unaffiliated unit investment trusts having an investment strategy
similar to the investment strategy of the Trusts may utilize proceeds received
upon termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trusts subject to a reduced sales
charge of 3% of the Public Offering Price (3.093% of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities in a Trust prepared by the
Trustee. After the opening of business on the Initial Date of Deposit, the
Evaluator will appraise or cause to be appraised daily the value of the
underlying Securities as of the Evaluation Time on days the New York Stock
Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received at or prior to the close of trading on the New York
Stock Exchange on each such day. Orders received by the Trustee, Sponsor or any
dealer for purchases, sales or redemptions after that time, or on a day when the
New York Stock Exchange is closed, will be held until the next determination of
price.
The value of the Securities is determined on each business day by the Evaluator
based on the closing sale prices on a national securities exchange or The Nasdaq
National Market or by taking into account the same factors referred to under
"Redemption-Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trusts will be distributed to the public at the Public Offering Price thereof.
Upon the completion of the initial offering, Units which remain unsold or which
may be acquired in the secondary market (see "Market for Units") may be offered
at the Public Offering Price determined in the manner provided above.
The Sponsor intends to qualify Units of the Trusts for sale in a number of
states. Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. and through others. Broker-dealers and
others will be allowed a concession or agency commission in connection with the
distribution of Units during the initial offering period of 4.00% of the Public
Offering Price. In addition, volume concessions will be allowed as described in
the table below. These volume concessions will be paid to a selling firm based
on aggregate sales of all Ranson indexed equity unit investment trusts
(currently Nasdaq-100 Index Trust,
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<PAGE>
Nasdaq Financial Index Trust, S&P 500 Index Trust, S&P SmallCap 600 Index Trust
and S&P REIT Index Trust Series) by the firm during a single calendar month.
<TABLE>
<CAPTION>
Aggregate Unit Sales Additional Volume Concession
-------------------- ----------------------------
<S> <C>
$500,000 - $999,999 .10%
$1,000,000 - $1,999,999 .15%
$2,000,000 - $3,999,999 .20%
$4,000,000 - $5,999,999 .25%
$6,000,000 - $9,999,999 .30%
$10,000,000 - $14,999,999 .35%
$15,000,000 - $19,999,999 .40%
$20,000,000 - $49,999,999 .45%
$50,000,000 or more .50%
</TABLE>
Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by their
customers is retained by or remitted to the banks in the amounts shown above.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have indicated that these particular agency
transactions are permitted under such Act. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein and banks and financial institutions may be required to register as
dealers pursuant to state law. The Sponsor reserves the right to change the
concessions or agency commissions set forth above from time to time. In
addition to such concessions or agency commissions, the Sponsor may, from time
to time, pay or allow additional concessions or agency commissions, in the form
of cash or other compensation, to dealers employing registered representatives
who sell, during a specified time period, a minimum dollar amount of Units of
the Trusts and other unit investment trusts underwritten by the Sponsor. At
various times the Sponsor may implement programs under which the sales force of
a broker or dealer may be eligible to win nominal awards for certain sales
efforts, or under which the Sponsor will reallow to any such broker or dealer
that sponsors sales contests or recognition programs conforming to criteria
established by the Sponsor, or participates in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales charges on the sales
generated by such person at the public offering price during such programs.
Also, the Sponsor in its discretion may from time to time pursuant to objective
criteria established by the Sponsor pay fees to qualifying brokers or dealers
for certain services or activities which are primarily intended to result in
sales of Units of the Trusts. Such payments are made by the Sponsor out of its
own assets, and not out of the assets of the Trust. These programs will not
change the price Unitholders pay for their Units or the amount that a Trust will
receive from the Units sold. The difference between the discount and the sales
charge will be retained by the Sponsor.
The Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units of each Trust as stated
under "Public Offering Price." In addition, the Sponsor may realize a profit (or
sustain a loss) as of the Initial Date of Deposit resulting from the difference
between the purchase prices of the Securities to the Sponsor and the cost of
such Securities to each Trust, which is based on the evaluation of the
Securities on the Initial Date of Deposit. Thereafter, on subsequent deposits
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<PAGE>
the Sponsor may realize profits or sustain losses from such deposits. See
"Portfolios." The Sponsor may realize additional profits or losses during the
initial offering period on unsold Units as a result of changes in the daily
market value of the Securities in a Trust.
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trusts offered hereby and to continuously offer to purchase said Units at
prices, determined by the Evaluator, based on the value of the underlying
Securities. Unitholders who wish to dispose of their Units should inquire of
their broker as to current market prices in order to determine whether there is
in existence any price in excess of the Redemption Price and, if so, the amount
thereof. The offering price of any Units resold by the Sponsor will be in
accord with that described in the currently effective prospectus describing such
Units. Any profit or loss resulting from the resale of such Units will belong
to the Sponsor. The Sponsor may suspend or discontinue purchases of Units of a
Trust if the supply of Units exceeds demand, or for other business reasons.
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its Unit Investment Trust Division office in
the city of New York and, in the case of Units evidenced by a certificate, by
tendering such certificate to the Trustee properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee. Unitholders must sign the request, and such certificate or transfer
instrument, exactly as their names appear on the records of the Trustee and on
any certificate representing the Units to be redeemed. If the amount of the
redemption is $500 or less and the proceeds are payable to the Unitholder(s) of
record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may be
accepted by the Trustee. A certificate should only be sent by registered or
certified mail for the protection of the Unitholder. Since tender of the
certificate is required for redemption when one has been issued, Units
represented by a certificate cannot be redeemed until the certificate
representing such Units has been received by the purchasers.
Redemption shall be made by the Trustee on the third business day following the
day on which a tender for redemption is received (the "Redemption Date") by
payment of cash equivalent to the Redemption Price for a Trust, determined as
set forth below under "Computation of Redemption Price," as of the Evaluation
Time stated under "Essential Information," next following such tender,
multiplied by the number of Units being redeemed. Any Units redeemed shall be
canceled and any undivided fractional interest in the related Trust
extinguished. The price received upon redemption might be more or less than the
amount paid by the Unitholder depending on the value of the Securities in a
Trust at the time of redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
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<PAGE>
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
such Unitholder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing unpaid dividends shall be withdrawn
from the Income Account of a Trust to the extent that funds are available for
such purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for such Trust. The Trustee is empowered to sell Securities for
a Trust in order to make funds available for the redemption of Units of such
Trust. Such sale may be required when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.
To the extent that Securities are sold, the size and diversity of a Trust will
be reduced but each remaining Unit will continue to represent approximately the
same proportional interest in each Security. Sales may be required at a time
when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities in a Trust. On the Initial Date
of Deposit, the Public Offering Price per Unit (which includes the sales charge)
exceeded the value at which Units could have been redeemed by the amount shown
under "Essential Information." The Redemption Price per Unit is the pro rata
share of each Unit in a Trust determined on the basis of (i) the cash on hand in
such Trust or moneys in the process of being collected and (ii) the value of the
Securities in such Trust less (a) amounts representing taxes or other
governmental charges payable out of such Trust, (b) any amount owing to the
Trustee for its advances and (c) the accrued expenses of such Trust. The
Evaluator may determine the value of the Securities in a Trust in the following
manner: if the Security is listed on a national securities exchange or the
Nasdaq National Market, the evaluation will generally be based on the last sale
price on the exchange or Nasdaq (unless the Evaluator deems the price
inappropriate as a basis for evaluation). If the Security is not so listed or,
if so listed and the principal market for the Security is other than on the
exchange or Nasdaq, the evaluation will generally be made by the Evaluator in
good faith based on the last bid price on the over-the-counter market (unless
the Evaluator deems such price inappropriate as a basis for evaluation) or, if a
bid price is not available, (1) on the basis of the current bid price for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any combination
thereof. See "Public Offering of Units-Public Offering Price."
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RETIREMENT PLANS
The Trusts may be well suited for purchase by Individual Retirement Accounts,
Keogh Plans, pension funds and other qualified retirement plans. Generally,
capital gains and income received under each of the foregoing plans are deferred
from Federal taxation. All distributions from such plans are generally treated
as ordinary income but may, in some cases, be eligible for special income
averaging or tax-deferred rollover treatment. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Such plans are offered by
brokerage firms and other financial institutions. The Trusts will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
The Trustee has agreed to act as custodian for certain retirement plan accounts.
An annual fee of $12.00 per account, if not paid separately, will be assessed by
the Trustee and paid through the liquidation of shares of the reinvestment
account. An individual wishing the Trustee to act as custodian must complete a
Ranson UIT/IRA application and forward it along with a check made payable to The
Bank of New York. Certificates for Individual Retirement Accounts cannot be
issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trusts will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption-General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the minimum
investment requirement of 100 Units or $1,000. Fractions of Units, if any, will
be computed to three decimal places. Any certificate issued will be numbered
serially for identification, issued in fully registered form and will be
transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer or
interchange. The Trustee at the present time does not intend to charge for the
normal transfer or interchange of certificates. Destroyed, stolen, mutilated or
lost certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity (generally amounting to 3% of the market value of the Units),
affidavit of loss, evidence of ownership and payment of expenses incurred.
DISTRIBUTIONS TO UNITHOLDERS. Income received by a Trust is credited by the
Trustee to the Income Account of such Trust. Other receipts are credited to the
Capital Account of a Trust. Income received by a Trust will be distributed on
or shortly after the 15th day of January, April, July and October of each year
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on a pro rata basis to Unitholders of record as of the preceding record date
(which will be the first day of the related month). All distributions will be
net of applicable expenses. There is no assurance that any actual distributions
will be made since all dividends received may be used to pay expenses. In
addition, amounts from the Capital Account of a Trust, if any, will be
distributed at least annually to the Unitholders then of record. Proceeds
received from the disposition of any of the Securities after a record date and
prior to the following distribution date will be held in the Capital Account and
not distributed until the next distribution date applicable to the Capital
Account. The Trustee shall be required to make a distribution from the Capital
Account if the cash balance on deposit therein available for distribution shall
be sufficient to distribute at least $1.00 per 100 Units. The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds). The Trustee is authorized to reinvest any funds held in the Capital or
Income Accounts, pending distribution, in U.S. Treasury obligations which mature
on or before the next applicable distribution date. Any obligations so acquired
must be held until they mature and proceeds therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of Units, and thereby a Unitholder of record, on the date of settlement provided
payment has been received. Notification to the Trustee of the transfer of Units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of a Trust and, to the extent funds are not sufficient therein, from the
Capital Account of such Trust amounts necessary to pay the expenses of such
Trust (as determined on the basis set forth under "Expenses of the Trusts").
The Trustee also may withdraw from said accounts such amounts, if any, as it
deems necessary to establish a reserve for any governmental charges payable out
of a Trust. Amounts so withdrawn shall not be considered a part of a Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of a Trust such amounts as may be necessary to
cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of a Trust without a sales charge. In addition,
Unitholders may elect to have distributions of capital (including capital gains,
if any) or dividends or both automatically invested without charge in shares of
any one of several front-end load mutual funds underwritten or advised by Zurich
Kemper Investments, Inc. at net asset value if such funds are registered in such
Unitholder's state of residence, other than those mutual funds sold with a
contingent deferred sales charge. Since the portfolio securities and investment
objectives of such Zurich Kemper-advised mutual funds generally will differ
significantly from those of the Trusts, Unitholders should carefully consider
the consequences before selecting such mutual funds for reinvestment. Detailed
information with respect to the investment objectives and the management of such
mutual funds is contained in their respective prospectuses, which can be
obtained from the Sponsor upon request. An investor should read the prospectus
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of the reinvestment fund selected prior to making the election to reinvest.
Unitholders who desire to have such distributions automatically reinvested
should inform their broker at the time of purchase or should file with the
Program Agent referred to below a written notice of election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit.
The accounts of each Trust are required to be audited annually, at the related
Trust's expense, by independent public accountants designated by the Sponsor,
unless the Sponsor determines that such an audit would not be in the best
interest of the Unitholders of such Trust. The accountants' report will be
furnished by the Trustee to any Unitholder of a Trust upon written request.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each person who at any time during the calendar year
was a Unitholder of a Trust a statement, covering the calendar year, setting
forth for such Trust:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of such
Trust and for redemptions of Units, if any; and
(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on
the last business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any Securities and the net proceeds
received therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of
such Trust held for distribution to Unitholders of record as of a date
prior to the determination; and
(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; and
(C) The following information:
(1) A list of the Securities as of the last business day of such calendar
year;
(2) The number of Units outstanding on the last business day of such
calendar year;
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(3) The Redemption Price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the
Income and Capital Accounts separately stated, expressed both as total
dollar amounts and as dollar amounts per Unit outstanding on the Record
Dates for each such distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate a Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of such Trust.
No Unitholder shall have the right to control the operation and management of a
Trust in any manner, except to vote with respect to the amendment of the Trust
Agreement or termination of such Trust.
INVESTMENT SUPERVISION
Each Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of a Trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from the portfolio.
As a general rule, the only purchases and sales that will be made with respect
to a Trust's portfolio will be those necessary to maintain, to the extent
feasible, a portfolio which reflects the current components of the related stock
index, taking into consideration redemptions, sales of additional Units and the
other adjustments referred to elsewhere in this prospectus. See "Trust
Portfolios." Such purchases and sales will be made in accordance with the
computer program utilized to maintain the related portfolio, the Trust Agreement
and procedures to be specified by the Sponsor. The Sponsor may direct the
Trustee to dispose of Securities and either to acquire other Securities through
the use of the proceeds of such disposition in order to make changes in a
portfolio or to distribute the proceeds of such disposition to Unitholders (i)
as necessary to reflect any additions to or deletions from the related stock
index, (ii) as may be necessary to establish a closer correlation between a
Trust portfolio and the related stock index or (iii) as may be required for
purposes of distributing to Unitholders, when required, their pro rata share of
any net realized capital gains or as the Sponsor may otherwise determine. As a
policy matter, the Sponsor currently intends to direct the Trustee to acquire
round lots of shares of the Securities rather than odd lot amounts. Any funds
not used to acquire round lots will be held for future purchases of shares, for
redemptions of Units or for distributions to Unitholders. In the event the
Trustee receives any securities or other properties relating to the Securities
(other than normal dividends) acquired in exchange for Securities such as those
acquired in connection with a reorganization, recapitalization, merger or other
transaction, the Trustee is directed to sell such securities or other property
and reinvest the proceeds in shares of the Security for which such securities or
other property relates, or if such Security is thereafter removed from the
related stock index, in any new security which is added as a component of such
index. In addition, the Sponsor will instruct the Trustee to dispose of certain
Securities and to take such further action as may be needed from time to time to
ensure that a Trust continues to satisfy the qualifications of a regulated
investment company, including the requirements with respect to diversification
under Section 851 of the Internal Revenue Code, and as may be needed from time
to time to avoid the imposition of any excise tax on such Trust as a regulated
investment company.
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Proceeds from the sale of Securities (or any securities or other property
received by a Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
stated under "The Trust Funds" for failed securities and as provided herein, the
acquisition by a Trust of any securities other than the Securities is
prohibited. The Trustee may sell Securities, designated by the Sponsor, from a
Trust for the purpose of redeeming Units of such Trust tendered for redemption
and the payment of expenses.
ADMINISTRATION OF THE TRUSTS
THE TRUSTEE. The Trustee is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its Unit Investment Trust
Division offices at 101 Barclay Street, New York, New York 10286, telephone 1-
800-701-8178. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of Governors
of the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolios of the Trusts. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder of a Trust. Such books and
records shall be open to inspection by any Unitholder at all reasonable times
during usual business hours. The Trustee shall make such annual or other
reports as may from time to time be required under any applicable state or
federal statute, rule or regulation. The Trustee shall keep a certified copy or
duplicate original of the Trust Agreement on file in its office available for
inspection at all reasonable times during usual business hours by any
Unitholder, together with a current list of the Securities held in each Trust.
Pursuant to the Trust Agreement, the Trustee may employ one or more agents for
the purpose of custody and safeguarding of Securities comprising a Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The Sponsor may at any time
remove the Trustee, with or without cause, and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
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THE SPONSOR. Ranson & Associates, Inc., the Sponsor of the Trusts, is an
investment banking firm created in 1995 by a number of former owners and
employees of Ranson Capital Corporation. On November 26, 1996, Ranson &
Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates, Inc. is the successor
sponsor to unit investment trusts formerly sponsored by EVEREN Unit Investment
Trusts, a service of EVEREN Securities, Inc. Ranson & Associates, Inc. is
also the sponsor and successor sponsor of Series of The Kansas Tax-Exempt
Trust and Multi-State Series of The Ranson Municipal Trust. Ranson &
Associates, Inc. is the successor to a series of companies, of first of
which was originally organized in Kansas in 1935. During its history,
Ranson & Associates, Inc. and its predecessors have been active in public
and corporate finance and have sold bonds and unit investment trusts and
maintained secondary market activities relating thereto. At present,
Ranson & Associates, Inc., which is a member of the National Association
of Securities Dealers, Inc., is the Sponsor to each of the above-named unit
investment trusts and serves as the financial advisor and as an underwriter
for Kansas municipalities. The Sponsor's offices are located at 250 North
Rock Road, Suite 150, Wichita, Kansas 67206-2241.
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trusts as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trusts. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trusts. More comprehensive financial
information can be obtained upon request from the Sponsor.
THE EVALUATOR. Ranson & Associates, Inc., the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect to a Trust may also be amended in
any respect by the Sponsor and the Trustee, or any of the provisions thereof may
be waived, with the consent of the holders of Units representing 66 2/3% of the
Units then outstanding of such Trust, provided that no such amendment or waiver
will reduce the interest of any Unitholder thereof without the consent of such
Unitholder or reduce the percentage of Units required to consent to any such
amendment or waiver without the consent of all Unitholders of such Trust. In no
event shall the Trust Agreement be amended to increase the number of Units of a
Trust issuable thereunder or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in such Trust,
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except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unitholders of the substance of any such amendment.
The Trust Agreement provides that a Trust shall terminate upon the liquidation,
redemption or other disposition of the last of the Securities held in such Trust
but in no event is it to continue beyond the Mandatory Termination Date set
forth under "Essential Information." If the value of a Trust shall be less than
the applicable minimum value stated under "Essential Information" (40% of the
aggregate value of the Securities-based on the value at the date of deposit of
such Securities into such Trust), the Trustee may, in its discretion, and shall,
when so directed by the Sponsor, terminate such Trust. A Trust may be
terminated at any time by the holders of Units representing 66 2/3% of the Units
thereof then outstanding. In addition, the Sponsor may terminate a Trust if the
related stock index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trusts. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after a
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the termination
proceedings; for less liquid Securities, on each of the first two days of the
termination proceedings, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
termination proceedings without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the termination proceedings.
In the event of termination of a Trust, written notice thereof will be sent by
the Trustee to all Unitholders of such Trust. Within a reasonable period after
termination, the Trustee will sell any Securities remaining in a Trust and,
after paying all expenses and charges incurred by such Trust, will distribute to
Unitholders thereof (upon surrender for cancellation of certificates for Units,
if issued) their pro rata share of the balances remaining in the Income and
Capital Accounts of such Trust.
The Sponsor currently intends, but is not obligated, to offer for sale units of
a subsequent series of the Trusts at approximately the time of the Mandatory
Termination Date. If the Sponsor does offer such units for sale, Unitholders
may be given the opportunity to purchase such units at a public offering price
which includes a reduced sales charge. There is, however, no assurance that
units of any new series of a Trust will be offered for sale at that time, or if
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offered, that there will be sufficient units available for sale to meet the
requests of any or all Unitholders.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or upon the interest thereof. In addition, the Trust
Agreement contains other customary provisions limiting the liability of the
Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUSTS
The Sponsor will not charge the Trusts any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any, related
to the deposit of Securities in a Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year. The Trustee's fee which is calculated monthly is
based on the largest number of Units of a Trust outstanding during the calendar
year for which such compensation relates. The Trustee's fees are payable
monthly on or before the fifteenth day of the month from the Income Account to
the extent funds are available and then from the Capital Account. The Trustee
benefits to the extent there are funds for future distributions, payment of
expenses and redemptions in the Capital and Income Accounts since these Accounts
are non-interest bearing and the amounts earned by the Trustee are retained by
the Trustee. Part of the Trustee's compensation for its services to the Trusts
is expected to result from the use of these funds.
In its capacity as Supervisor, the Sponsor will charge the Trusts a surveillance
fee for services performed for the Trusts in an amount not to exceed that amount
set forth in "Essential Information" but in no event will such compensation,
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when combined with all compensation received from other unit investment trusts
for which the Sponsor both acts as sponsor and provides portfolio surveillance,
exceed the aggregate cost to the Sponsor for providing such services. Such fee
shall be based on the total number of Units of the related Trust outstanding as
of the January record date for any annual period.
For evaluation of the Securities in a Trust, the Evaluator shall receive that
fee set forth under "Essential Information", payable monthly, based upon the
largest number of Units of a Trust outstanding during the calendar year for
which such compensation relates.
The Trustee's fee, Supervisor's fee and Evaluator's fee are deducted from the
Income Account of the related Trust to the extent funds are available and then
from the Capital Account. Each such fee may be increased without approval of
Unitholders by amounts not exceeding a proportionate increase in the Consumer
Price Index or any equivalent index substituted therefor.
The Nasdaq-100 Trust Licensor receives an annual fee from the Nasdaq-100 Trust
equal to the greater of (a) .02% of the average net asset value of such Trust
computed quarterly or (b) a minimum of $7,000 during the first year of such
Trust's life, $8,000 during the second year of such Trust's life and $9,000
thereafter. This fee covers the license to the Nasdaq-100 Trust of the use of
various trademarks and trade names as described under "The Nasdaq-100 Index."
This fee may be increased annually by the amount of the increase, if any, in the
Consumer Price Index for Urban Consumers, All Items, as issued by the Bureau of
Labor Statistics, U.S. Department of Labor, over the prior twelve-month period.
The S&P REIT Trust Licensor receives an annual fee from the S&P REIT Trust equal
to the greater of .02% of the average net asset value of such Trust or $10,000.
This fee covers the license to the S&P REIT Trust of the use of various
trademarks and trade names as described under "The S&P REIT Index."
Expenses incurred in establishing each Trust, including the cost of the initial
preparation of documents relating to such Trust (including the Prospectus, Trust
Agreement and certificates), federal and state registration fees, the initial
fees and expenses of the Trustee, legal and accounting expenses, payment of
closing fees and any other out-of-pocket expenses, will be paid by such Trust
(out of the Capital Account) and it is intended that such expenses be amortized
over a five year period or the life of the Trust if less than five years. The
following additional charges are or may be incurred by a Trust: (a) fees for
the Trustee's extraordinary services; (b) expenses of the Trustee (including
legal and auditing expenses, but not including any fees and expenses charged by
an agent for custody and safeguarding of Securities) and of counsel, if any; (c)
various governmental charges; (d) expenses and costs of any action taken by the
Trustee to protect the Trust or the rights and interests of the Unitholders; (e)
indemnification of the Trustee for any loss, liability or expense incurred by it
in the administration of the Trust not resulting from negligence, bad faith or
willful misconduct on its part or its reckless disregard for its obligations
under the Trust Agreement; (f) indemnification of the Sponsor for any loss,
liability or expense incurred in acting in that capacity without gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement; and (g) expenditures incurred in
contacting Unitholders upon termination of such Trust. The fees and expenses
set forth herein are payable out of a Trust and, when owing to the Trustee, are
secured by a lien on such Trust. Since the Securities are all common stocks,
and the income stream produced by dividend payments, if any, is unpredictable,
the Sponsor cannot provide any assurance that dividends will be sufficient to
meet any or all expenses of a Trust. If the balances in the Income and Capital
Accounts are insufficient to provide for amounts payable by a Trust, the Trustee
35
<PAGE>
has the power to sell Securities to pay such amounts. These sales may result in
capital gains or losses to Unitholders. See "Federal Tax Status." It is
expected that the income stream produced by dividend payments will be
insufficient to meet the expenses of the Nasdaq-100 Trust and, accordingly, it
is expected that Securities will be sold to pay all of the fees and expenses of
such Trust.
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to federal
tax law have been passed upon by Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT AUDITORS
The statement of net assets, including the Trust portfolio, of the Trust at the
Initial Date of Deposit, appearing in this Prospectus and Registration Statement
have been audited by Allen, Gibbs & Houlik, L.C., independent auditors, as set
forth in their report appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
--------------------
36
<PAGE>
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
We have audited the accompanying statement of net assets, including the Trust
portfolio, of Ranson Unit Investment Trusts, Series 66, as of the opening of
business on March 5, 1998, the Initial Date of Deposit. The statement of net
assets is the responsibility of the Sponsor. Our responsibility is to express
an opinion on the statement of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets are 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 purchases of Securities to be deposited in the
Trust by correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall statement of net assets presentation. We believe
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 66 as of March 5, 1998, in conformity with generally accepted
accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
March 5, 1998
37
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
STATEMENTS OF CONDITION
AT THE OPENING OF BUSINESS ON MARCH 5, 1998, THE INITIAL DATE OF DEPOSIT
<TABLE>
TRUST PROPERTY
<CAPTION>
Nasdaq-100 S&P REIT
Trust Trust
---------- ----------
<S> <C> <C>
Contracts to purchase Securities (1) (2) $ 400,359 $ 294,756
Organizational costs (3) 18,378 18,378
---------- ----------
Total $ 418,737 $ 313,134
========== ==========
NUMBER OF UNITS 42,099 30,994
========== ==========
LIABILITY AND INTEREST OF UNITHOLDERS
Liability-
Accrued organizational costs (3) $ 18,378 $ 18,378
---------- ----------
Interest of Unitholders-
Cost to investors (4) 420,988 309,943
Less: Gross underwriting commission (4) 20,629 15,187
---------- ----------
Net interest to Unitholders (1) (2) (4) 400,359 294,756
---------- ----------
Total $ 418,737 $ 313,134
========== ==========
- --------------------
<FN>
Notes:
(1) Aggregate cost of the Securities is based on the last sale price
evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by The Bank of New York or cash
has been deposited with the Trustee covering the funds (aggregating
$696,413) necessary for the purchase of the Securities in the Trusts
represented by purchase contracts.
(3) Each Trust will bear all or a portion of its organizational costs, which
the Sponsor intends to defer and amortize over five years or the life of
each Trust if less than five years. Organizational costs have been
estimated based on a projected Trust size of $25,000,000 each. To the
extent a Trust is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
</FN>
</TABLE>
38
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
NASDAQ-100 INDEX TRUST, SERIES 3
PORTFOLIO AS OF MARCH 5, 1998
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
1 MSFT Microsoft Corporation 100 8,231.25 20.54
2 INTC Intel Corporation 100 8,643.75 14.49
3 CSCO Cisco Systems, Inc. 100 6,525.00 6.78
4 DELL Dell Computer Corporation 100 13,906.25 4.65
5 ERICY LM Ericsson Telephone Company 100 4,475.00 4.09
6 WCOM WorldCom, Inc. 100 3,837.50 3.98
7 MCIC MCI Communications Corporation 100 4,768.75 2.74
8 ORCL Oracle Corporation 100 2,606.25 2.63
9 SUNW Sun Microsystems, Inc. 100 4,656.25 1.80
10 RTRSY Reuters Group PLC 100 6,162.50 1.55
11 AMGN Amgen Inc. 100 5,275.00 1.42
12 TCOMA Tele-Communications, Inc. 100 2,956.25 1.42
13 COMS 3Com Corporation 100 3,768.75 1.37
14 AMAT Applied Materials, Inc. 100 3,550.00 1.33
15 HBOC HBO & Company 100 5,481.25 1.19
16 CMCSK Comcast Corporation 100 3,650.00 1.15
17 COST Costco Companies Inc. 100 5,087.50 1.12
18 TLAB Tellabs, Inc. 100 5,800.00 1.08
19 PSFT PeopleSoft, Inc. 100 4,500.00 1.02
20 SPOT PanAmSat Corporation 100 5,400.00 0.83
21 BMCS BMC Software, Inc. 100 7,725.00 0.81
22 PMTC Parametric Technology Corporation 100 5,862.50 0.77
23 CPWR Compuware Corporation 100 4,175.00 0.77
24 NXTL Nextel Communications, Inc. 100 2,881.25 0.72
25 ASND Ascend Communications, Inc. 100 3,462.50 0.67
26 NWAC Northwest Airlines Corporation 100 6,100.00 0.59
27 PAYX Paychex, Inc. 100 5,206.25 0.58
28 AMFM Chancellor Media Corporation 100 4,525.00 0.55
29 LLTC Linear Technology Corporation 100 7,100.00 0.55
30 SPLS Staples, Inc. 100 2,143.75 0.55
31 PCAR PACCAR Inc. 100 6,487.50 0.52
32 MXIM Maxim Integrated Products, Inc. 100 3,775.00 0.51
33 NOBE Nordstrom, Inc. 100 6,287.50 0.50
34 NETA Network Associates, Inc. 100 6,646.88 0.47
35 CTAS Cintas Corporation 100 4,500.00 0.45
</TABLE>
39
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
NASDAQ-100 INDEX TRUST, SERIES 3 - CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
36 SIAL Sigma-Aldrich Corporation 100 3,987.50 0.41
37 ALTR Altera Corporation 100 4,400.00 0.40
38 NOVL Novell, Inc. 100 1,112.50 0.40
39 GART Gartner Group, Inc. 100 3,856.25 0.39
40 KLAC KLA-Tencor Corporation 100 4,243.75 0.37
41 QTRN Quintiles Transnational Corp. 100 4,725.00 0.36
42 XLNX Xilinx, Inc. 100 4,662.50 0.35
43 SBUX Starbucks Corporation 100 3,950.00 0.35
44 BGEN Biogen, Inc. 100 4,606.25 0.35
45 QCOM QUALCOMM Incorporated 100 4,931.25 0.35
46 CHIR Chiron Corporation 100 1,900.00 0.34
47 AAPL Apple Computer, Inc. 100 2,443.75 0.33
48 GNCI General Nutrition Companies, Inc. 100 3,956.25 0.33
49 BMET Biomet, Inc. 100 2,875.00 0.33
50 ADCT ADC Telecommunications, Inc. 100 2,393.75 0.33
51 QNTM Quantum Corporation 100 2,331.25 0.33
52 FISV Fiserv, Inc. 100 5,906.25 0.33
53 ADBE Adobe Systems Incorporated 100 4,387.50 0.31
54 BBBY Bed Bath & Beyond Inc. 100 4,293.75 0.30
55 ADPT Adaptec, Inc. 100 2,487.50 0.29
56 APCC American Power Conversion Corporation 100 2,962.50 0.29
57 MLHR Herman Miller, Inc. 100 5,900.00 0.27
58 JCOR Jacor Communications, Inc. 100 5,737.50 0.27
59 ERTS Electronic Arts Inc. 100 4,312.50 0.26
60 OFIS U.S. Office Products Company 100 1,893.75 0.26
61 ANDW Andrew Corporation 100 2,775.00 0.25
62 GENZ Genzyme Corporation 100 3,118.75 0.25
63 RXSD Rexall Sundown, Inc. 100 3,537.50 0.25
64 CBRL Cracker Barrel Old Country Store, Inc. 100 3,900.00 0.25
65 FDLNB Food Lion, Inc. 100 1,025.00 0.24
66 MOLX Molex Incorporated 100 3,087.50 0.24
67 CNTO Centocor, Inc. 100 3,381.25 0.24
68 CATP Cambridge Technology Partners, Inc. 100 4,687.50 0.24
69 IMNX Immunex Corporation 100 5,925.00 0.24
70 TECD Tech Data Corporation 100 4,712.50 0.23
71 ADSK Autodesk, Inc. 100 4,800.00 0.23
72 APOL Apollo Group, Inc. 100 4,362.50 0.23
</TABLE>
40
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
NASDAQ-100 INDEX TRUST, SERIES 3 - CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
73 SNPS Synopsys, Inc. 100 3,350.00 0.22
74 STEI Stewart Enterprises, Inc. 100 4,612.50 0.22
75 DIGI DSC Communications Corporation 100 1,831.25 0.22
76 AWIN Allied Waste Industries, Inc. 100 2,087.50 0.22
77 CEFT Concord EFS, Inc. 100 3,200.00 0.20
78 MCCRK McCormick & Company, Incorporated 100 2,956.25 0.19
79 VKNG Viking Office Products, Inc. 100 2,200.00 0.19
80 ROST Ross Stores, Inc. 100 3,837.50 0.19
81 PHSYB PacifiCare Health Systems, Inc. 100 6,675.00 0.19
82 NSCP Netscape Communications Corporation 100 1,987.50 0.18
83 WTHG Worthington Industries, Inc. 100 1,793.75 0.18
84 JJSC Jefferson Smurfit Corporation 100 1,550.00 0.18
85 PHYC PhyCor, Inc. 100 2,581.25 0.17
86 CTXS Citrix Systems, Inc. 100 4,000.00 0.17
87 FAST Fastenal Company 100 4,312.50 0.17
88 FHCC First Health Group Corp. 100 4,937.50 0.16
89 ATML Atmel Corporation 100 1,568.75 0.16
90 FORE FORE Systems, Inc. 100 1,531.25 0.16
91 WCLX Wisconsin Central Transportation Corp. 100 2,825.00 0.15
92 CEXP Corporate Express, Inc. 100 1,006.25 0.15
93 PAIR PairGain Technologies, Inc. 100 2,006.25 0.14
94 OXHP Oxford Health Plans, Inc. 100 1,687.50 0.14
95 MCHP Microchip Technology Incorporated 100 2,337.50 0.13
96 MUEI Micron Electronics, Inc. 100 1,256.25 0.12
97 ADTN ADTRAN, Inc. 100 2,950.00 0.12
98 EFII Electronics for Imaging, Inc. 100 2,162.50 0.12
99 DURA Dura Pharmaceuticals, Inc. 100 2,406.25 0.11
100 SYBS Sybase, Inc. 100 981.25 0.08
-----------
$400,359.38
===========
</TABLE>
41
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
S&P REIT INDEX TRUST, SERIES 1
PORTFOLIO AS OF MARCH 5, 1998
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
1 HOT Starwood Hotels & Resorts 100 5,431.25 7.71
2 EOP Equity Office Properties 100 2,887.50 5.58
3 EQR Equity Residential Properties Trust 100 4,850.00 3.41
4 CEI Crescent Real Estate Equities 100 3,443.75 3.26
5 PSA Public Storage, Inc. 100 2,993.75 2.64
6 SPG Simon DeBartolo Group, Inc. 100 3,087.50 2.57
7 SCN Security Capital Industrial Trust 100 2,468.75 2.32
8 VNO Vornado Realty Trust 100 4,125.00 2.32
9 MT Meditrust Corporation 100 3,075.00 2.13
10 PAH Patriot American Hospitality, Inc. 100 2,562.50 2.04
11 SPK Spieker Properties, Inc. 100 3,937.50 1.84
12 PTR Security Cap Pacific Trust 100 2,250.00 1.67
13 BXP Boston Properties, Inc. 100 3,406.25 1.60
14 CLI Mack-Cali Realty Corporation 100 3,793.75 1.59
15 HRP Health & Retirement Property Trust 100 1,981.25 1.57
16 CPP Cornerstone Properties, Inc 100 1,818.75 1.39
17 CRE CarrAmerica Realty Corporation 100 2,975.00 1.39
18 DRE Duke Realty Investments, Inc. 100 2,262.50 1.37
19 ARI Arden Realty, Inc. 100 2,818.75 1.35
20 HIW Highwoods Properties, Inc. 100 3,425.00 1.28
21 NDE INMC Mortgage Holdings, Inc 100 2,581.25 1.24
22 AIV Apartment Investment & Management Co. 100 3,681.25 1.21
23 NPR New Plan Realty Trust 100 2,462.50 1.16
24 KIM Kimco Realty Corp 100 3,543.75 1.15
25 HPT Hospitality Properties Trust 100 3,600.00 1.12
26 PPS Post Properties 100 3,925.00 1.07
27 FCH FelCor Suite Hotels 100 3,562.50 1.05
28 GGP General Growth Properties 100 3,612.50 1.03
29 FR First Industrial Realty Trust 100 3,525.00 1.03
30 LRY Liberty Property Trust 100 2,612.50 1.03
31 UDR United Dominion Realty Trust 100 1,400.00 0.99
32 AVN Avalon Properties, Inc. 100 2,875.00 0.97
33 WRI Weingarten Realty Investors 100 4,418.75 0.94
34 NHP Nationwide Health Properties 100 2,593.75 0.90
35 FFA Franchise Finance Corp of America 100 2,675.00 0.89
</TABLE>
42
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
S&P REIT INDEX TRUST, SERIES 1 - CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
36 HCP Health Care Property Investors, Inc. 100 3,700.00 0.89
37 DDR Developers Diversified Realty Corp 100 4,062.50 0.88
38 BRE BRE Properties 100 2,687.50 0.88
39 SUS Storage USA 100 3,937.50 0.87
40 CMO Capstead Mortgage 100 1,868.75 0.84
41 NHI National Health Investors 100 4,200.00 0.83
42 SCA Security Capital Atlantic 100 2,137.50 0.81
43 FRT Federal Realty Investment Trust 100 2,475.00 0.78
44 BYA Bay Apartment Communities 100 3,712.50 0.78
45 RA Reckson Associates Realty 100 2,537.50 0.76
46 CUZ Cousins Properties 100 2,975.00 0.75
47 PZN CCA Prison Realty Trust 100 4,293.75 0.74
48 CPT Camden Property Trust 100 2,900.00 0.74
49 GLB Glenborough Realty Trust 100 2,831.25 0.71
50 MRY Merry Land & Investment Co., Inc. 100 2,287.50 0.71
51 TRI TriNet Corporate Realty Trust 100 3,818.75 0.71
52 PP Prentiss Properties Trust 100 2,675.00 0.69
53 SHU Shurgard Storage Centers 100 2,756.25 0.63
54 OHI Omega Healthcare Investors 100 3,943.75 0.61
55 CPJ Chateau Communities, Inc. 100 2,968.75 0.61
56 MAC The Macerich Co 100 2,837.50 0.59
57 XEL Excel Realty Trust 100 3,225.00 0.54
58 TCO Taubman Centers, Inc. 100 1,331.25 0.54
59 O Realty Income 100 2,612.50 0.54
60 KRC Kilroy Realty Corporation 100 2,693.75 0.53
61 CMM CRIIMI MAE, Inc. 100 1,556.25 0.52
62 CNT CenterPoint Properties Trust 100 3,418.75 0.52
63 AHE American Health Properties, Inc. 100 2,706.25 0.51
64 CLP Colonial Properties Trust 100 3,037.50 0.51
65 MHC Manufactured Home Communities, Inc. 100 2,525.00 0.50
66 JDN JDN Realty Corporation 100 3,318.75 0.49
67 MLS Mills Corporation 100 2,668.75 0.49
68 IAC Irvine Apartment Communities, Inc. 100 3,062.50 0.49
69 WRE Washington REIT 100 1,681.25 0.48
70 CBL CBL & Associates Properties, Inc. 100 2,475.00 0.48
71 GBP Gables Residential Trust 100 2,662.50 0.47
72 URB Urban Shopping Centers, Inc. 100 3,381.25 0.47
73 ESS Essex Property Trust 100 3,406.25 0.45
</TABLE>
43
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 66
S&P REIT INDEX TRUST, SERIES 1 - CONTINUED
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
74 CCG Chelsea GCA Realty, Inc. 100 3,700.00 0.45
75 SUI Sun Communities, Inc. 100 3,468.75 0.45
76 DX Dynex Capital, Inc. 100 1,243.75 0.44
77 ENN Equity Inns, Inc. 100 1,575.00 0.44
78 HR Healthcare Realty Trust 100 2,812.50 0.43
79 RET Price REIT, Inc. 100 4,512.50 0.42
80 CCT Capstone Capital Corp 100 2,425.00 0.42
81 GRT Glimcher Realty Trust 100 2,212.50 0.42
82 LTC LTC Properties, Inc. 100 2,068.75 0.41
83 BTR Bradley Real Estate, Inc. 100 2,131.25 0.39
84 SRW Smith(Charles E.)Residential Realty, Inc. 100 3,237.50 0.39
85 MAA Mid-America Apartment Communities, Inc. 100 2,812.50 0.38
86 SMT Summit Properties, Inc. 100 2,037.50 0.38
87 NNN Commercial Net Lease Realty 100 1,700.00 0.37
88 WDN Walden Residential Properties, Inc. 100 2,462.50 0.35
89 JPR JP Realty 100 2,500.00 0.35
90 RFS RFS Hotel Investors, Inc. 100 1,787.50 0.35
91 PAG Pacific Gulf Properties, Inc. 100 2,300.00 0.34
92 BRI Berkshire Realty Company, Inc. 100 1,162.50 0.33
93 IRT IRT Property Company 100 1,168.75 0.30
94 TEE Natl Golf Properties, Inc. 100 2,987.50 0.30
95 SSS Sovran Self Storage, Inc. 100 2,906.25 0.28
96 AEC Associated Estates Realty Corp 100 2,050.00 0.28
97 OAS Oasis Residential, Inc. 100 2,150.00 0.28
98 BPP Burnham Pacific Properties, Inc. 100 1,468.75 0.28
99 MGI MGI Properties, Inc. 100 2,418.75 0.26
100 EGP EastGroup Properties, Inc. 100 2,025.00 0.26
101 SEA Storage Trust Realty 100 2,500.00 0.26
102 PEI Pennsylvania REIT 100 2,462.50 0.25
103 HGI Horizon Group, Inc. 100 1,200.00 0.23
104 WXH Winston Hotels, Inc. 100 1,337.50 0.17
105 KRT Kranzco Realty Trust 100 1,900.00 0.16
-----------
$294,756.25
===========
</TABLE>
44
<PAGE>
NOTES TO PORTFOLIOS
(1) All or a portion of the Securities may have been deposited in each Trust.
Any undelivered Securities are represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned
to the Trustee all of its rights, title and interest in and to such
undelivered Securities. Contracts to purchase Securities were entered into
on March 4, 1998 and all have expected settlement dates of March 9, 1998
(see "The Trust Funds"). The market value of each Security is based on the
last sale price on the day prior to the Initial Date of Deposit. As of the
Initial Date of Deposit, other information regarding the Securities is as
follows:
<TABLE>
<CAPTION>
Cost to Profit (Loss)
Sponsor to Sponsor
-------- -------------
<S> <C> <C>
Nasdaq-100 Trust $401,131 $(772)
S&P REIT Trust $295,281 $(525)
</TABLE>
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all stocks based on market value as of the
date set forth above. Because the stocks included in each stock index and
the value of such stocks may change from time to time, and because each
Trust may not be able to duplicate the related stock index exactly, the
percentages set forth above do not represent the actual weighting of each
Security in each Trust portfolio on the Initial Date of Deposit or on any
subsequent date. See "The Trust Portfolios."
45
<PAGE>
CONTENTS PAGE
- -------- ----
SUMMARY 2
NASDAQ-100(Registered trade mark)
INDEX LICENSING AGREEMENT 4
ESSENTIAL INFORMATION 6
THE TRUST FUNDS 8
THE TRUST PORTFOLIOS 9
THE NASDAQ-100 INDEX 10
THE S&P REIT INDEX 13
RISK FACTORS 14
FEDERAL TAX STATUS 19
PUBLIC OFFERING OF UNITS 22
Public Offering Price 22
Public Distribution of Units 23
Sponsor Profits 24
MARKET FOR UNITS 25
REDEMPTION 25
General 25
Computation of Redemption Price 26
RETIREMENT PLANS 27
UNITHOLDERS 27
Ownership of Units 27
Distributions to Unitholders 27
Distribution Reinvestment 28
Statements to Unitholders 29
Rights of Unitholders 30
INVESTMENT SUPERVISION 30
ADMINISTRATION OF THE TRUSTS 31
The Trustee 31
The Sponsor 32
The Evaluator 32
Amendment and Termination 32
Limitations on Liability 34
EXPENSES OF THE TRUSTS 34
LEGAL OPINIONS 36
INDEPENDENT AUDITORS 36
REPORT OF INDEPENDENT AUDITORS 37
STATEMENTS OF CONDITION 38
PORTFOLIOS 39
NOTES TO PORTFOLIOS 45
-------------------------
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C. under the Securities Act of 1933 and
the Investment Company Act of 1940, and to which reference is made.
-------------------------
No person is authorized to give any information or to make any representations
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the
Trusts, the Trustee, or the Sponsor. The Trusts are registered as unit
investment trusts under the Investment Company Act of 1940. Such registration
does not imply that the Trusts or the Units have been guaranteed, sponsored,
recommended or approved by the United States or any state or any agency or
officer thereof.
-------------------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
<PAGE>
- ------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- ------------------
[LOGO]
NASDAQ-100 INDEX TRUST, SERIES 3
[LOGO]
S&P REIT INDEX TRUST, SERIES 1
PROSPECTUS MARCH 5, 1998
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet
The Cross-Reference sheets
The Prospectus
The Signatures
The following exhibits.
1.1. Trust Agreement.
1.1.1. Standard Terms and Conditions of Trust. Reference is made to Exhibit
1.1.1 to the Registration Statement Form S-6 for Ranson Unit Investment
Trust, Series 53 (File No. 333-17811) as filed on January 7, 1997.
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus.
4.1. Consent of Independent Auditors.
EX-27. Financial Data Schedule
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trust, Series 66, hereby identifies
Ranson Unit Investment Trusts, Series 53 EVEREN Unit Investment Trusts Series
39,, Kemper Defined Funds Series 45 and Kemper Equity Portfolio Trusts, Series 1
for purposes of the representations required by Rule 487 and represents the
following: (1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series; (2)
that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to the securities of which this Registration Statement is
being filed, this Registration Statement does not contain disclosures that
differ in any material respect from those contained in the registration
statements for such previous series as to which the effective date was
determined by the Commission or the staff; and (3) that it has complied with
Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Ranson Unit Investment Trusts, Series 66 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 5th day of
March, 1998.
RANSON UNIT INVESTMENT TRUSTS, SERIES 66,
Registrant
By: RANSON & ASSOCIATES, INC.,
Depositor
By: ALEX R. MEITZNER
---------------------------------------
Alex R. Meitzner
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on March 6, 1998 by the following persons, who
constitute a majority of the Board of Directors of Ranson & Associates, Inc.
SIGNATURE TITLE
- --------------------- --------------------
DOUGLAS K. ROGERS Executive Vice )
- --------------------- President and Director )
Douglas K. Rogers
ALEX R. MEITZNER Chairman of the Board )
- --------------------- of Directors )
Alex R. Meitzner
ROBIN K. PINKERTON President, Secretary, )
- --------------------- Treasurer and Director ) ALEX R. MEITZNER
Robin K. Pinkerton -----------------------
Alex R. Meitzner
- ------------------------------------------------------------------------------
An executed copy of each of the related powers of attorney was filed with the
Securities and Exchange Commission in connection with the Registration
Statement on Form S-6 of The Kansas Tax-Exempt Trust, Series 51 (File No. 33-
46376) and Series 52 (File No. 33-47687) and the same are hereby incorporated
herein by this reference.
S-2
EXHIBIT 1.1
RANSON UNIT INVESTMENT TRUSTS
SERIES 66
TRUST AGREEMENT
This Trust Agreement dated as of March 5, 1998 between Ranson & Associates,
Inc., as Depositor, and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust For Equity Trusts
Sponsored by Ranson & Associates, Inc., Effective January 7, 1997" (herein
called the "Standard Terms and Conditions of Trust"), and such provisions as are
set forth in full and such provisions as are incorporated by reference
constitute a single instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(1) The equity securities listed in the Schedule hereto have been
deposited in trust under this Trust Agreement as indicated in each Trust
named on the attached Schedule.
(2) For the purposes of the definition of the term "Unit" in Article I,
it is hereby specified that the fractional undivided interest in and
ownership of a Trust is the amount set forth in the section captioned
"Essential Information" in the final Prospectus of the Trust (the
"Prospectus") contained in Amendment No. 1 to the Trust's Registration
Statement (Registration No. 333-47005) as filed with the Securities and
Exchange Commission on February 25, 1998. The fractional undivided
interest may (a) increase by the number of any additional Units issued
<PAGE>
pursuant to Section 2.03, (b) increase or decrease in connection with an
adjustment to the number of Units pursuant to Section 2.03, or (c) decrease
by the number of Units redeemed pursuant to Section 5.02.
(3) The terms "Income Account Record Date" and "Capital Account Record
Date" shall mean the dates set forth under "Essential Information-Record
and Computation Dates" in the Prospectus.
(4) The terms "Income Account Distribution Date" and "Capital Account
Distribution Date" shall mean the dates set forth under "Essential
Information-Distribution Dates" in the Prospectus.
(5) The term "Initial Date of Deposit" shall mean the date of this Trust
Agreement as set forth above.
(6) The number of Units of a Trust referred to in Section 2.03 is as set
forth under "Essential Information-Number of Units" in the Prospectus.
(7) For the purposes of Section 6.01(g), the liquidation amount is the
amount set forth under "Essential Information-Minimum Value of Trust under
which Trust Agreement may be Terminated" in the Prospectus.
(8) The third sentence of Section 6.05(a) is hereby deleted and replaced
with the following:
"In case at any time the Trustee shall not meet the
requirements set forth in Section 6.06 hereof, or shall
become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation, the Depositor may remove the Trustee and
appoint a successor Trustee by written instrument or
instruments delivered to the Trustee so removed and the
successor Trustee."
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed.
RANSON & ASSOCIATES, INC.,
Depositor
By /s/ ROBIN K. PINKERTON
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ JEFFREY BIESELIN
___________________________
Vice President
<PAGE>
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
RANSON UNIT INVESTMENT TRUSTS
SERIES 66
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
EXHIBIT 3.1
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
March 5, 1998
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Re: Ranson Unit Investment Trusts Series 66
---------------------------------------
Gentlemen:
We have served as counsel for Ranson & Associates, Inc., as Sponsor and
Depositor of Ranson Unit Investment Trusts Series 66 (the "Fund"), in connection
with the preparation, execution and delivery of Trust Agreements dated the date
of this opinion between Ranson & Associates, Inc., as Depositor, and The Bank of
New York, as Trustee, pursuant to which the Depositor has delivered to and
deposited the Securities listed in the Schedules to the Trust Agreement with the
Trustee and pursuant to which the Trustee has issued to or on the order of the
Depositor a certificate or certificates representing all the Units of fractional
undivided interest in, and ownership of, the Fund, created under said Trust
Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units of the
Fund have been duly authorized; and
2. The certificates evidencing the Units of the Fund, when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Trust Agreement, will constitute valid and
binding obligations of the Fund and the Depositor in accordance with
the terms thereof.
<PAGE>
-2-
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-47005) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EXHIBIT 4.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm as experts under the caption
"Independent Auditors" and to the use of our report dated March 5, 1998 in
Amendment No. 1 to the Registration Statement (File No. 333-47005) and related
Prospectus of Ranson Unit Investment Trusts, Series 66.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
March 5, 1998
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