AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1998
REGISTRATION NO. 333-_____
CIK #910936
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
----------------------
REGISTRATION STATEMENT
ON
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
RANSON UNIT INVESTMENT TRUSTS, SERIES 68
B. NAME OF DEPOSITOR:
RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
RANSON & ASSOCIATES, INC.
250 North Rock Road, Suite 150
Wichita, Kansas 67206-2241
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
ALEX R. MEITZNER MARK J. KNEEDY
Ranson & Associates, Inc. c/o Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206-2241 Chicago, Illinois 60603
E. TITLE OF SECURITIES BEING REGISTERED: Units of Beneficial Interest
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 68
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CROSS-REFERENCE SHEET
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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<S> <C>
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus front cover
(b) Title of securities issued ) Essential Information
2. Name and address of each depositor ) Administration of the Trust
3. Name and address of trustee ) *
4. Name and address of principal underwriters ) Administration of the Trust
5. State of organization of trust ) The Trust
6. Execution and termination of trust agreement ) The Trust; Administration of the Trust
7. Changes of name ) The Trust
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
(c) Redemption ) Redemption
(d) Conversion, transfer, etc. ) Rights of Unitholders; Market for Units
(e) Periodic payment plan ) *
(f) Voting rights ) Rights of Unitholders
(g) Notice of certificateholders ) Investment Supervision; Administration of the Trust;
) Rights of Unitholders
(h) Consents required ) Unitholders; General Information--Administration of the Trust
(i) Other provisions ) Federal Tax Status
11. Type of securities comprising units ) The Trust; Portfolio
12. Certain information regarding periodic payment
certificates ) *
13. (a) Load, fees, expenses, etc. ) Expenses of the Trust
(b) Certain information regarding periodic payment
certificates ) *
(c) Certain percentages ) Essential Information; Public Offering of Units
(d) Certain other fees, etc. payable by holders ) Rights of Unitholders
(e) Certain profits receivable by depositor, principal )
underwriters, trustee or affiliated persons ) Expenses of the Trust; Public Offering of Units
(f) Ratio of annual charges to income ) *
14. Issuance of trust's securities ) The Trust; Rights of Unitholders
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15. Receipt and handling of payments from purchasers ) *
16. Acquisition and disposition of underlying securities ) The Trust; Portfolio; Investment Supervision;
) Market for Units
17. Withdrawal or redemption ) Redemption; Public Offering of Units
18. (a) Receipt, custody and disposition of income ) Rights of Unitholders
(b) Reinvestment of distributions ) Distribution Reinvestment
(c) Reserves or special funds ) Expenses of the Trust
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Rights of Unitholders; Redemption; Administration of the Trust
20. Certain miscellaneous provisions of trust agreement )
(a) Amendment ) Administration of the Trust
(b) Termination ) *
(c) and (d) Trustee, removal and successor ) Administration of the Trust
(e) and (f) Depositor, removal and successor ) Administration of the Trust
21. Loans to security holders ) *
22. Limitations on liability ) Administration of the Trust
23. Bonding arrangements ) *
24. Other material provisions of trust agreement ) *
III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of depositor ) Administration of the Trust
26. Fees received by depositor ) See Items 13(a) and 13(e)
27. Business of depositor ) Administration of the Trust
28. Certain information as to officials and affiliated )
persons of depositor ) Administration of the Trust
29. Voting securities of depositor ) Administration of the Trust
30. Persons controlling depositor ) *
31. Payment by depositor for certain services rendered
to trust ) *
32. Payment by depositor for certain other services
rendered to trust ) *
33. Remuneration of employees of depositor for certain
services rendered to trust ) *
34. Remuneration of other persons for certain services
rendered to trust ) *
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of Trust's securities by states ) Public Offering of Units
36. Suspension of sales of trust's securities ) *
37. Revocation of authority to distribute ) *
38. (a) Method of Distribution ) Public Offering of Units;
(b) Underwriting Agreements ) Market for Units;
(c) Selling Agreements ) Public Offering of Units
39. (a) Organization of principal underwriters ) Administration of the Trust
(b) N.A.S.D. membership of principal underwriters ) *
40. Certain fees received by principal underwriters ) See items 13(a) and 13(e)
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41. (a) Business of principal underwriters ) General Information--Administration of the Trust
(b) Branch offices of principal underwriters ) *
(c) Salesmen of principal underwriters ) *
42. Ownership of trust's securities by certain persons ) *
43. Certain brokerage commissions received by principal
underwriters ) Public Offering of Units
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering price ) *
(c) Variation in offering price to certain persons ) Public Offering of Units
45. Suspension of redemption rights ) Redemption
46. (a) Redemption valuation ) Redemption; Market for Units; Public Offering of Units
(b) Schedule as to redemption price ) *
47. Maintenance of position in underlying securities ) Market for Units; Public Offering of Units; Redemption
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of trustee ) Administration of the Trust
49. Fees and expenses of trustee ) Expenses of the Trust
50. Trustee's lien ) *
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of trust's securities ) Cover Page; Expenses of the Trust
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement with respect to )
selection or elimination of underlying securities ) The Trust; Portfolio; Investment Supervision
(b) Transactions involving elimination of underlying )
securities ) *
(c) Policy regarding substitution or elimination of )
underlying securities ) Investment Supervision
(d) Fundamental policy not otherwise covered ) *
53. Tax status of Trust ) Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years ) *
55. ) *
56. Certain information regarding periodic payment )
certificates ) *
57. ) *
58. ) *
59. Financial statements (Instruction 1(c) to Form S-6) ) *
<FN>
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* Inapplicable, omitted, answer negative or not required.
</FN>
</TABLE>
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RANSON UNIT INVESTMENT TRUST, SERIES 68
S&P LargeCap 100 Index Trust, Series 1 (the "Trust") was formed with the
investment objective of obtaining capital appreciation through investment in a
portfolio of equity securities of companies which comprise the Standard & Poor's
100 Index (the "Index"). By investing in substantially all of the common
stocks, in substantially the same proportions, which comprise the Index, the
Trust seeks to produce investment results that generally correspond to the price
and yield performance of the equity securities represented by the Index over the
term of the Trust. See "The Trust Portfolio." The Trust is not sponsored by or
affiliated with Standard and Poor's. There is no assurance that the Trust will
achieve its objective.
Units of the Trust are not deposits or obligations of, or guaranteed by, any
bank and the Units are not federally insured or otherwise protected by the
Federal Deposit Insurance Corporation and involve investment risk including loss
of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The investor is advised to read and retain this Prospectus for future reference.
THE DATE OF THIS PROSPECTUS IS APRIL 16, 1998.
<PAGE>
SUMMARY
THE TRUST. S&P LargeCap 100 Index Trust, Series 1 (the "Trust") is a unit
investment trust included in Ranson Unit Investment Trusts, Series 68 (the
"Fund"), an investment company registered under the Investment Company Act of
1940. The Trust initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in accordance
with the selection and weightings of stocks established by the S&P 100 Index.*
The initial deposit of Securities (including contracts) into each Trust will
consist of at least 100 shares of each of the stocks which comprise the Index
except as described in the "Notes to Portfolio". Thereafter, the Sponsor
intends to create and maintain a Trust portfolio which duplicates, to the extent
practicable, the weightings of stocks which comprise the Index. During the
initial deposit period the Sponsor will continue to deposit Securities
(contracts for the purchase thereof), or cash with instructions to purchase such
Securities, until at the end of such period the Trust comprises substantially
all of the stocks in the Index, in substantially the same weightings as in the
Index (the "Initial Adjustment Period"). The Sponsor estimates that the Initial
Adjustment Period will last no longer than 30 days following the Initial Date of
Deposit and could last as little as one day. For the criteria used by the
Sponsor in selecting the Securities, see "The Trust Portfolio-Securities
Selection." The value of all portfolio Securities and, therefore, the value of
the Units will fluctuate in value depending on the full range of economic and
market influences affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular. Capital appreciation is, of course, dependent upon several factors
including, among other factors, the financial condition of the issuers of the
Securities (see "The Trust Portfolio").
The S&P LargeCap 100 Index Trust was formed with the investment objective of
obtaining capital appreciation over the life of such Trust through investment in
a portfolio of equity securities of substantially all of the companies which
comprise the S&P 100 Index. An indexing strategy attempts to track the
performance of a specific market index. As part of an overall investment
strategy, indexing may provide additional growth potential in an otherwise
conservative portfolio and blend as a companion investment to hedge an
aggressive equity strategy. There can be no assurance that the Trust's
objective will be met because it may be impracticable for the Trust to duplicate
or maintain precisely the relative weightings of the common stocks which
comprise the Index or to purchase all of such stocks. Additionally, an
investment in Units of the Trust include payment of sales charges, fees and
expenses which are not considered in the total return of the Index.
Additional Units may be issued at any time by depositing in the Trust additional
Securities, contracts to purchase additional Securities together with cash or
irrevocable letters of credit, or cash with instructions to purchase additional
Securities. As additional Units are issued by the Trust as a result of the
deposit of additional Securities, the aggregate value of the Securities will be
increased and the fractional undivided interest in the Trust represented by each
Unit will be decreased. The Sponsor may continue to make additional deposits of
Securities into the Trust from time to time following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain, as closely as practicable, the proportionate relationship among each
Security in the Index. Thus, although additional Units will be issued, each
Unit will continue to represent approximately the same weighting of the then
current components of the Index. Precise duplication of the relationship among
the Securities in the Trust may not be achieved because it may be economically
impracticable as a result of certain economic factors or procedural policies of
the Trust. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a
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* "S&Pr", "Standard & Poor'sr", "S&P 100" and "Standard & Poor's 100" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by the Sponsor.
2
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reduction in their anticipated income because of fluctuations in the prices of
the Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees. To
minimize this effect, the Trust will attempt to purchase the Securities as close
to the Evaluation Time or as close to the evaluation prices as possible. See
"The Trust Fund."
Each Unit initially offered represents that undivided interest in the Trust
indicated under "Essential Information" (as may be adjusted pursuant to footnote
1 thereto). To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in the Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust represented by such fraction will remain unchanged. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until the termination of the
Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit during the initial
offering period is based on the aggregate underlying value of the Securities,
plus or minus a pro rata portion of the cash, if any, in the Income and Capital
Accounts held or owned by the Trust, plus a sales charge of 4.9% of the Public
Offering Price (equivalent to 5.152% of the net amount invested). The secondary
market Public Offering Price will be equal to the aggregate underlying value of
the Securities, plus or minus a pro rata portion of the cash, if any, in the
Income and Capital Accounts held or owned by the Trust, plus the sales charge
indicated under "Public Offering of Units-Public Offering Price." The sales
charge is reduced on a graduated scale for certain sales. The minimum purchase
is $1,000.
DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by the Trust
will be distributed quarterly and any funds in the Capital Account will be
distributed annually. See "Unitholders-Distributions to Unitholders."
REINVESTMENT. Each Unitholder may elect to have distributions of income,
capital gains and/or capital on their Units automatically invested into
additional Units of the Trust without a sales charge. In addition, all
Unitholders may elect to have such distributions automatically reinvested into
shares of any Zurich Kemper Investments, Inc. front-end load mutual fund (other
than those funds sold with a contingent deferred sales charge) registered in
such Unitholder's state of residence at net asset value. Such distributions
will be reinvested without charge to the participant on each applicable
Distribution Date. See "Unitholders-Distribution Reinvestment." A current
prospectus for the reinvestment fund selected, if any, will be furnished to any
investor who desires additional information with respect to reinvestment.
MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain dealers may, maintain a market for the Units of the Trust and offer
to repurchase such Units at prices subject to change at any time which are based
on the current underlying value of the Securities in the Trust. If the supply
of Units exceeds demand or if some other business reason warrants it, the
Sponsor and/or the dealers may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. A Unitholder may also dispose of
Units through redemption at the Redemption Price on the date of tender to the
Trustee. See "Redemption-Computation of Redemption Price."
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TERMINATION. No later than the date specified under the Mandatory Termination
Date in "Essential Information," Securities will begin to be sold in connection
with the termination of the Trust and it is expected that all Securities in the
Trust will be sold within a reasonable amount of time after the Mandatory
Termination Date. The Sponsor will determine the manner, timing and execution
of the sale of the underlying Securities. At termination, Unitholders will
receive a cash distribution within a reasonable time after the Trust is
terminated. See "Unitholders-Distributions to Unitholders" and "Administration
of the Trust-Amendment and Termination."
RISK FACTORS. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market. Additionally, it is anticipated that the identity and weighting
of the stocks in the Index will change from time to time and the adverse
financial condition of a company will not result directly in its elimination
from the portfolio unless the company is removed from the Index. For risk
considerations related to the Trust, see "Risk Factors."
4
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<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 68
ESSENTIAL INFORMATION
AS OF APRIL 15, 1998*
SPONSOR, SUPERVISOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
LICENSOR: STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC.
S&P 100 LargeCap
Index Trust
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<S> <C>
Number of Units (1) _______
Fractional Undivided Interest Per Unit (1) 1_______
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ _______
Aggregate Value of Securities per Unit $ _______
Plus Sales Charge of 4.9% (5.152% of net amount invested) $ _______
Public Offering Price Per Unit (3) $ _______
Redemption Price Per Unit and Sponsor's Initial Repurchase Price Per Unit $ _______
Excess of Public Offering Price Per Unit over Redemption Price Per Unit and
over Sponsor's Initial Repurchase Price Per Unit $ _______
Estimated Annual Organizational Expense per Unit (4) $ _______
</TABLE>
<TABLE>
<CAPTION>
<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 ______________
Supervisor's Annual Surveillance Fee Maximum of $______ per Unit
Evaluator's Annual Evaluation Fee Maximum of $______ per Unit
Trustee's Annual Fee $______ per Unit
Evaluation Time 3:15 p.m. Central Time
Record and Computation Dates (5) FIRST day of _____________________
Distribution Dates (5) FIFTEENTH day of __________________
<FN>
* The business day prior to the Initial Date of Deposit
</FN>
</TABLE>
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(1) As of the close of business on the Initial Date of Deposit, the number
of Units may be adjusted so that the aggregate value of Securities per Unit
will equal approximately $10. Therefore, to the extent of any such
adjustment the fractional undivided interest per Unit will increase or
decrease from the amounts indicated above.
(2) Each Security is valued at the closing sale price on a national
securities exchange or the Nasdaq National Market.
(3) On the Initial Date of Deposit there will be no accumulated dividends in
the Income Account. Anyone ordering Units after such date will pay his pro
rata share of any accumulated dividends in such Income Account.
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(4) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
audit of the portfolio and the initial fees and expenses of the Trustee
but not including the expenses incurred in the preparation and printing
of brochures and other advertising materials and any other selling
expenses) as is common for mutual funds. It is intended this total
organizational expenses will be amortized over a five year period or the
life of the Trust if less than five years. See "Expenses of the Trust"
and "Statement of Condition." Historically, the sponsors of unit
investment trusts have paid all the costs of establishing such trusts.
(5) Distributions from the Capital Account and capital gains distributions,
if any, will normally be made in December, as required.
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THE TRUST FUND
Ranson Unit Investment Trusts, Series 68 (the "Fund") includes one underlying
unit investment trust designated as S&P LargeCap 100 Index Trust, Series 1 (the
"Trust"). The Fund was created under the laws of the State of New York pursuant
to a trust indenture (the "Trust Agreement") dated the date of this prospectus
(the "Initial Date of Deposit") between Ranson & Associates, Inc. (the
"Sponsor") and The Bank of New York (the "Trustee").*
The S&P LargeCap 100 Index Trust contains common stocks issued by substantially
all of the companies which comprise the S&P 100 Index. As used herein, the term
"Securities" means the common stocks (including contracts for the purchase
thereof) initially deposited in the Trust and described in the portfolio and any
additional common stocks acquired and held by the Trust pursuant to the
provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. Except as
described in the "Notes to Portfolio," this initial deposit into the Trust
consisted of at least 100 shares of each of the stocks which comprise the Index.
During the Initial Adjustment Period, the Sponsor intends to create and maintain
a Trust portfolio which duplicates, to the extent practicable, the weightings of
stocks which comprise the Index. The Sponsor anticipates that within the
Initial Adjustment Period, the Trust will comprise the stocks in the Index in
substantially the same weightings as in the Index. In connection with any
deposit of Securities, purchase and sale transactions will be effected in
accordance with computer program output showing which Securities are under- or
over-represented in the Trust portfolio. Neither the Sponsor nor the Trustee
will exercise any investment discretion in connection with such transactions.
Precise duplication of the relationship among the Securities in the Index may
not be achieved because it may be economically impracticable or impossible to
acquire very small numbers of shares of certain stocks and because of other
procedural policies of the Trust, but correlation between the performance of the
Index and the Trust portfolio is expected to be between .97 and .99.
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the Index, the Trust seeks to produce
investment results that generally correspond to the price and yield performance
of the equity securities represented by the Index over the term of the Trust.
Due to various factors discussed below, there can be no assurance that this
objective will be met. An investment in Units should be made with an
understanding that the Trust includes payments of sales charges, fees and
expenses which may not be considered in public statements of the total return of
the Index.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust, contracts to purchase additional Securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
Securities or cash (including a letter of credit) with instructions to purchase
additional Securities, maintaining, as closely as practicable the same
proportionate relationship among the Securities in the portfolio as reflected in
the Index. Thus, although additional Units will be issued, each Unit will
continue to represent approximately a weighting of the then current components
of the Index at any such deposit. Precise duplication of the relationship among
the Securities in the Trust may not be achieved because it may be economically
impracticable as a result of certain economic factors and procedural policies of
the Trust such as (1) price movements of the various Securities will not
duplicate one another, (2) the Sponsor's current intention is to
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* Reference is made to the Trust Agreement and any statement contained herein
is qualified in its entirety by the provisions of the Trust Agreement.
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purchase shares of the Securities in round lot quantities only, (3) reinvestment
of excess proceeds not needed to meet redemptions of Units may not be sufficient
to acquire equal round lots of all the Securities and (4) reinvestment of
proceeds received from Securities which are no longer components of the Index
might not result in the purchase of an equal number of shares in any replacement
Security. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their anticipated
income because of fluctuations in the prices of the Securities between the time
of the cash deposit and the purchase of the Securities and because the Trust
will pay the associated brokerage fees. To minimize this effect, the Trust will
attempt to purchase the Securities as close to the Evaluation Time or as close
to the evaluation prices as possible.
The Trust consists of (a) the Securities listed under the "Portfolio" as may
continue to be held from time to time in the Trust (b) any additional Securities
acquired and held by the Trust pursuant to the provisions of the Trust Agreement
and (c) any cash held in the Income and Capital Accounts of the Trust. Neither
the Sponsor nor the Trustee shall be liable in any way for any failure in any of
the Securities. However, should any contract for the purchase of any of the
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust set forth under
"Essential Information."
THE TRUST PORTFOLIO
The Trust portfolio will consist of as many of the S&P 100 Index stocks as is
feasible in order to achieve the Trust's objective of attempting to provide
investment results that duplicate substantially the total return of the S&P 100
Index. Following the Initial Adjustment Period, the Trust is expected to be
invested in no less than 95% of the stocks comprising the Index. Although it
may be impracticable for the Trust to own certain of such stocks at any time,
the Sponsor expects to maintain a correlation between the performance of the
Trust portfolio and that of the Index of between .97 and .99. Adjustments to
the Trust portfolio will be made on an ongoing basis in accordance with the
computer program output to match the weightings of the Securities as closely as
is feasible with their weightings in the Index as the Trust invests in new
Securities in connection with the creation of additional Units, as companies are
dropped from or added to the Index or as Securities are sold to meet
redemptions. These adjustments will be made on the business day following the
relevant transaction in accordance with computer program output showing which of
the Securities are under- or over-represented in the Trust portfolio.
Adjustments may also be made from time to time to maintain the appropriate
correlation between the Trust and the Index. The proceeds from any sale will be
invested in those Securities which the computer program indicates are most
under-represented in the portfolio. See "Investment Supervision."
Due to changes in the composition of the S&P 100 Index, adjustments to the Trust
portfolio may be made from time to time. It is anticipated that most of such
changes in the S&P 100 Index will occur as a result of merger or acquisition
activity. In such cases, the Trust, as a shareholder of an issuer which is the
object of such merger or acquisition activity, will presumably receive various
offers from potential acquirers of the issuer. The Trustee is not permitted to
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<PAGE>
accept any such offers until such time as the issuer has been removed from the
Index. Since, in most cases, an issuer is removed from the Index only after the
consummation of a merger or acquisition, it is anticipated that the Trust will
generally acquire, in exchange for the stock of the deleted issuer, the
consideration that is being offered to shareholders of that issuer who have not
tendered their shares prior to that time. Any cash received as consideration in
such transactions will be reinvested in the most under-represented Securities as
determined by the computer program output. Any securities received as
consideration which are not included in the Index will be sold as soon as
practicable and will also be reinvested in the most under-represented Securities
as determined by the computer program output.
In attempting to duplicate the proportionate relationships represented by the
Index, the Sponsor does not anticipate purchasing or selling stock in quantities
of less than round lots (100 shares). In addition, certain Securities may not
be available in the quantities specified by the computer program. For these
reasons, among others, precise duplication of the proportionate relationships in
the Index may not be possible but will continue to be the goal of the Trust in
connection with acquisitions or dispositions of Securities. See "Investment
Supervision." As the holder of the Securities, the Trustee will have the right
to vote all of the voting stocks in the Trust portfolio and will vote such
stocks in accordance with the instructions of the Sponsor.
Investors should note that the Trust is not sponsored, endorsed or promoted by
or affiliated with Standard & Poor's and Standard & Poor's make no
representation, express or implied, to the Trust or Unitholders regarding the
advisability of investing in an index investment or unit investment trusts
generally or in the Trust specifically or the ability of the Index to track
general stock market performance.
Although there can be no assurance that such Securities will appreciate in value
over the life of the Trust, over time stock investments have generally out-
performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors-Certain Investment Considerations"),
and past performance is no guarantee of future results.
THE S&P 100 INDEX
The S&P 100 Index is composed of 100 domestic stocks chosen for market size,
liquidity (bid-asked spread, ownership, share turnover and number of no trade
days) and industry group representation. As of December 31, 1997, the S&P 100
Index was comprised of the following industry sectors: Consumer-Non Cyclical
(____%), Technology (____%), Utilities (____%), Consumer-Cyclical (___%),
Financial (____%), Industrial (____%), Energy (____%), and Basic Materials
(____%). As of December 31, 1997, the companies in the S&P 100 Index were
listed on the following stock exchanges in the amounts indicated: New York Stock
Exchange (87.84%) and Nasdaq National Market (12.16%). At present, the mean
market capitalization of the companies in the S&P 100 Index is approximately
$36.4 billion. As of December 31, 1997, the S&P 100 Index had a total market
value of $___ billion.
The following table depicts the Year-End Index Value for the S&P 100 Index for
the period shown. Investors should note that the table represents past
performance of the S&P 100 Index and not the past or future performance of the
Trust (which includes certain fees and expenses). Past performance is, of
course, no guarantee of future results. Stock prices fluctuated widely during
the period and were higher at the end than at the beginning. The results shown
9
<PAGE>
should not be considered as a representation of the income yield or capital gain
or loss which may be generated by the S&P 100 Index in the future.
<TABLE>
<CAPTION>
Average Year-End
Change in Dividend Index Value
Year-End Index Yield Dividends
Year-End Index Value* For Year For Year* Reinvested**
- -------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
1993 ______ ______
1994 ______ ______% ______% ______
1995 ______ ______% ______% ______
1996 ______ ______% ______% ______
1997 ______ ______% ______% ______
<FN>
- --------------------
* Source: Standard & Poor's. The Index was developed with a base value of 100
as of December 31, 1993. Yields are obtained by dividing the aggregate cash
dividends by the aggregate market value of the stocks in the index at the
beginning of the period, assuming no reinvestment of dividends.
** Assumes that cash distributions on the securities which comprise the S&P
100 Index are treated as reinvested in the S&P 100 Index as of the end of each
month following the payment of the dividend. Because the Trust is sold to the
public at net asset value plus the applicable sales charge and the expenses of
the Trust are deducted before making distributions to Unitholders, investment
in the Trust would have resulted in investment performance to Unitholders
somewhat reduced from that reflected in the above table. In addition certain
Unitholders may not elect to purchase additional Units pursuant to the Trust's
reinvestment plan, and to that extent cash distributions representing
dividends on the index stocks may not be reinvested in other index stocks.
</TABLE>
The weightings of stocks in the S&P 100 Index are primarily based on each
stock's relative total market value; that is, its market price per share times
the number of shares outstanding. Stocks are generally selected for the
portfolio in the order of their weightings in the S&P 100 Index, beginning with
the heaviest-weighted stocks. It is anticipated that at the end of the Initial
Adjustment Period, the percentage of the Trust's assets invested in each stock
will be approximately the same as the percentage it represents in the S&P 100
Index.
The Trust has entered into a license agreement with Standard & Poor's (the
"License Agreement"), under which the Trust is granted licenses to use the
trademark and tradename "S&P 100" and other trademarks and tradenames, to the
extent the Sponsor deems appropriate and desirable under federal and state
securities laws to indicate the source of the index as a basis for determining
the composition of the Trust's portfolio. As consideration for the grant of the
license, the Trust will pay to Standard & Poor's an annual fee equal to .02% of
the average net asset value of the Trust (or, if greater, $10,000). The License
Agreement permits the Trust to substitute another index for the S&P 100 Index in
the event that Standard & Poor's ceases to compile and publish that index. In
addition, if the index ceases to be compiled or made available or the
anticipated correlation between the Trust and the index is not maintained, the
Sponsor may direct that the Trust continue to be operated using the S&P 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 Trust-
Amendment and Termination").
10
<PAGE>
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the S&P 100 Index, except as specifically described herein
or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by Standard & Poor's
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of the Trust or any member of the public regarding the advisability of
investing in securities generally or in the Trust particularly or the ability of
the S&P 100 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 100 Index which is determined, composed and
calculated by S&P without regard to the Licensee or the Trust. S&P has no
obligation to take the needs of the Licensee or the owners of the Trust into
consideration in determining, composing or calculating the S&P 100 Index. S&P
is not responsible for and has not participated in the determination of the
prices and amount of the Trust or the timing of the issuance or sale of the
Trust or in the determination or calculation of the equation by which the Trust
is to be converted into cash. S&P has no obligation or liability in connection
with the administration, marketing or trading of the Trust.
S&P does not guarantee the accuracy and/or the completeness of the S&P 100 Index
or any data included therein and S&P shall have no liability for any errors,
omissions, or interruptions therein. S&P makes no warranty, express or implied,
as to results to be obtained by the Sponsor, the Trust, any person or any entity
from the use of the S&P 100 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 100 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'sr", "S&Pr", "S&P 100r",
"Standard & Poor's 100", and "100" are trademarks of The McGraw-Hill Companies,
Inc. and have been licensed for use by the Trust. The Trust is not sponsored,
endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no
representation regarding the advisability of investing in the Trust.
RISK FACTORS
An investment in Units of the Trust should be made with an understanding of the
risks inherent in an investment in equity securities, including the risk that
the financial condition of issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus, in
the value of the Units) or the risk that holders of common stock have a right to
receive payments from the issuers of those stocks that is generally inferior to
that of creditors of, or holders of debt obligations issued by, the issuers and
that the rights of holders of common stock generally rank inferior to the rights
of holders of preferred stock. Common stocks are especially susceptible to
general stock market movements and to volatile increases and decreases in value
as market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest
rates, economic expansion or contraction, and global or regional political,
economic or banking crises.
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
11
<PAGE>
the rights of creditors of, or holders of debt obligations or preferred stock
issued by the issuer. Holders of common stock of the type held by the Trust
have a right to receive dividends only when and if, and in the amounts, declared
by the issuer's Board of Directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stock have the right to
receive dividends at a fixed rate when and as declared by the issuer's Board of
Directors, normally on a cumulative basis, but do not participate in other
amounts available for distribution by the issuing corporation. Cumulative
preferred stock dividends must be paid before common stock dividends and any
cumulative preferred stock dividend omitted is added to future dividends payable
to the holders of cumulative preferred stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (whose value,
however, will be subject to market fluctuations prior thereto), common stocks
have neither a fixed principal amount nor a maturity and have values which are
subject to market fluctuations for as long as the stocks remain outstanding.
The value of the Securities in the portfolios thus may be expected to fluctuate
over the entire life of the Trust to values higher or lower than those
prevailing on the Initial Date of Deposit.
Whether or not the Securities are listed on a national securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trust is restricted under the
Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of
the Trust will be adversely affected if trading markets for the Securities are
limited or absent.
The Trust Agreement authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities, or cash
(including a letter of credit) with instructions to purchase additional
Securities, in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their anticipated
income because of fluctuations in the prices of the Securities between the time
of the cash deposit and the purchase of the Securities and because the Trust
will pay the associated brokerage fees. To minimize this effect, the Trust will
attempt to purchase the Securities as close to the Evaluation Time or as close
to the evaluation prices as possible.
From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. Enactment into law of a proposal to reduce the
rate would adversely affect the after-tax return to investors who can take
advantage of the deduction. Unitholders are urged to consult their own tax
advisers. Further, at any time after the Initial Date of Deposit, litigation
may be initiated on a variety of grounds, or legislation may be enacted with
respect to the Securities in the Trust or the issuers of the Securities. There
12
<PAGE>
can be no assurance that future litigation or legislation will not have a
material adverse effect on the Trust or will not impair the ability of issuers
to achieve their business goals.
FEDERAL TAX STATUS
The Trust has elected and intends to qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If the Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i. e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent the Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4% excise
tax on certain undistributed income of "regulated investment companies."
Because the Trust intends to timely distribute its taxable income (including any
net capital gain), it is anticipated that the Trust will not be subject to
federal income tax or the excise tax. Although all or a portion of the Trust's
taxable income (including any net capital gain) for the taxable year may be
distributed to Unitholders shortly after the end of the calendar year, such a
distribution will be treated for federal income tax purposes as having been
received by Unitholders during the calendar year just ended.
Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
and will reduce the Unitholder's basis in his Units and, to the extent that they
exceed his basis, will be treated as a gain from the sale of his Units as
discussed below. It should be noted that certain legislative proposals have
been made which could affect the calculation of basis for Unitholders holding
securities that are substantially identical to the Trust's Securities.
Unitholders should consult their own tax advisors with regard to the calculation
of basis.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. However, if a Unitholder receives a long-term capital gain dividend
(or is allocated a portion of the Trust's undistributed long-term capital gain)
and sells his Units at a loss prior to holding them for six months, such losses
will be characterized as long-term capital loss to the extent of such long-term
capital gain received as a dividend or allocable to a Unitholder. A Unitholder
may recognize a taxable gain or loss if the Unitholder sells or redeems his
Units. Any gain or loss arising from (or treated as arising from) the sale or
redemption of Units will generally be a capital gain or loss, except in the case
of a dealer or a financial institution. For taxpayers other than corporations,
net capital 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 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. 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. The Internal Revenue Service has
released preliminary guidance which provides that, in general, pass-through
13
<PAGE>
entities may designate their capital gain 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 advisers as to the tax rate applicable to capital gain dividends.
In addition, please note 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.
The 1997 Act includes provisions that treat certain 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.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may qualify for the 70% dividends-
received deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable to
dividends received by the Trust from United States corporations (other than real
estate investment trusts) and is designated by such Trust as being eligible for
such deduction. To the extent dividends received by the Trust are attributable
to foreign corporations, a corporation that owns Units will not be entitled to
the dividends-received deduction with respect to its pro rata portion of such
dividends, since the dividends-received deduction is generally available only
with respect to dividends paid by domestic corporations. The Trust will provide
each Unitholder with information annually concerning what part of Trust
distributions are eligible for the dividends-received deduction.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
are held by or for 500 or more persons at all times during the taxable year or
another exception is met. In the event the Units are held by fewer than 500
persons, additional taxable income may be realized by the individual (and other
noncorporate) Unitholders in excess of the distributions received from the
Trust.
Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i. e., as ordinary income, long-term
capital gain or as a return of capital).
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be
requested to provide the Unitholder's taxpayer identification number to the
Trustee and to certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back- up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
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 the 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
14
<PAGE>
taxes. However, distributions received by a foreign investor from the 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 advisers
with respect to United States tax consequences of ownership of Units. Units in
the Trust and Trust distributions may also be subject to state and local
taxation and Unitholders should consult their tax advisers in this regard.
The foregoing discussion relates only to the federal income tax status of the
Trust and to the tax treatment of distributions by the Trust to United States
Unitholders. Distributions by the Trust will generally be subject to United
States income taxation and withholding in the case of Units held by non-resident
alien individuals, foreign corporations or other non-United States persons.
Such persons should consult their tax advisers.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trust
are offered at the Public Offering Price (which is based on the aggregate
underlying value of the Securities and includes a sales charge of 4.9% of the
Public Offering Price which charge is equivalent to 5.152% of the net amount
invested) plus a pro rata share of any accumulated dividends in the Income
Account of the Trust. In the secondary market, Units are offered at the Public
Offering Price (which is based on the aggregate underlying value of the
Securities and includes a sales charge of 4.9% of the Public Offering Price
which charge is equivalent to 5.152% of the net amount invested) plus a pro rata
share of any accumulated dividends in the Income Account of the Trust. Such
underlying value shall also include the proportionate share of any undistributed
cash held in the Capital Account of the Trust.
The sales charge per Unit in both the primary and secondary market will be
reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF NET
NUMBER OF UNITS* OFFERING PRICE AMOUNT INVESTED
- ---------------- -------------- ----------------
<S> <C> <C>
Less than 10,000 4.9% 5.152%
10,000-24,999 4.5 4.712
25,000-49,999 4.3 4.493
50,000-99,999 3.5 3.627
100,000 or more 3.0 3.093
<FN>
- --------------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor.
</TABLE>
15
<PAGE>
An investor may aggregate purchases of Units of the Trust for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trust by the same
person on any one day from any one dealer. Additionally, Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed, for purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
A purchaser desiring to purchase during a 13 month period $500,000 or more of
any combination of series of Ranson Unit Investment Trusts may qualify for a
reduced sales charge by signing a nonbinding Letter of Intent with any single
broker-dealer. After signing a Letter of Intent, at the date total purchases,
less redemptions, of units of any combination of series of Ranson Unit
Investment Trusts by a purchaser (including units purchased in the name of the
spouse of a purchaser or in the name of a child of such purchaser under 21 years
of age) exceed $500,000, the selling broker-dealer, bank or other will credit
the unitholder with cash as a retroactive reduction of the sales charge on such
units equal to the amount which would have been paid for the total aggregated
sale amount. If a purchaser does not complete the required purchases under the
Letter of Intent within the 13 month period, no such retroactive sales charge
reduction shall be made. To qualify as a purchase under a Letter of Intent each
purchase of units of Ranson Unit Investment Trusts must equal or exceed
$100,000.
Units may be purchased in the primary or secondary market at the Public Offering
Price less the concession the Sponsor typically allows to dealers and other
selling agents for purchases (see "Public Distribution of Units" below) by
officers, directors and employees of the Sponsor and its affiliates and
registered representatives of selling firms and by investors who purchase Units
through registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or provide
such services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed.
Unitholders of any series of the Trust or any series of Defined Growth Strategy
5 and Defined Growth Strategy 10 may utilize their redemption or termination
proceeds to purchase Units of the Trust subject to a reduced sales charge of 3%
of the Public Offering Price (3.093% of the net amount invested).
Unitholders of unaffiliated unit investment trusts having an investment strategy
similar to the investment strategy of the Trust may utilize proceeds received
upon termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trust subject to a reduced sales
charge of 3% of the Public Offering Price (3.093% of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities prepared by the Trustee.
After the opening of business on the Initial Date of Deposit, the Evaluator will
appraise or cause to be appraised daily the value of the underlying Securities
as of the Evaluation Time on days the New York Stock Exchange is open and will
adjust the Public Offering Price of the Units commensurate with such valuation.
Such Public Offering Price will be effective for all orders received at or prior
16
<PAGE>
to the close of trading on the New York Stock Exchange on each such day. Orders
received by the Trustee, Sponsor or any dealer for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price.
The value of the Securities is determined on each business day by the Evaluator
based on the closing sale prices on a national securities exchange or The Nasdaq
National Market or by taking into account the same factors referred to under
"Redemption-Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trust will be distributed to the public at the Public Offering Price thereof.
Upon the completion of the initial offering, Units which remain unsold or which
may be acquired in the secondary market (see "Market for Units") may be offered
at the Public Offering Price determined in the manner provided above.
The Sponsor intends to qualify Units of the Trust for sale in a number of
states. Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. and through others. Sales may be made
to or through dealers at prices which represent discounts from the Public
Offering Price as set forth below. Certain commercial banks are making Units of
the Trust available to their customers on an agency basis. A portion of the
sales charge paid by their customers is retained by or remitted to the banks in
the amounts shown below. Under the Glass-Steagall Act, banks are prohibited
from underwriting Trust Units; however, the Glass-Steagall Act does permit
certain agency transactions and the banking regulators have indicated that these
particular agency transactions are permitted under such Act. In addition, state
securities laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law. The Sponsor reserves the right to
change the discounts set forth below from time to time. In addition to such
discounts, the Sponsor may, from time to time, pay or allow an additional
discount, in the form of cash or other compensation, to dealers employing
registered representatives who sell, during a specified time period, a minimum
dollar amount of Units of the Trust and other unit investment trusts
underwritten by the Sponsor. At various times the Sponsor may implement
programs under which the sales force of a broker or dealer may be eligible to
win nominal awards for certain sales efforts, or under which the Sponsor will
reallow to any such broker or dealer that sponsors sales contests or recognition
programs conforming to criteria established by the Sponsor, or participates in
sales programs sponsored by the Sponsor, an amount not exceeding the total
applicable sales charges on the sales generated by such person at the public
offering price during such programs. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by the Sponsor pay
fees to qualifying brokers or dealers for certain services or activities which
are primarily intended to result in sales of Units of the Trust. Such payments
are made by the Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unitholders pay for their Units
or the amount that
17
<PAGE>
the Trust will receive from the Units sold. The difference between the discount
and the sales charge will be retained by the Sponsor.
<TABLE>
<CAPTION>
PRIMARY MARKET
FIRM SALES OR SALE
REGULAR ARRANGEMENTS
CONCESSION OR (VOLUME CONCESSIONS IN
AGENCY $1,000$)**
NUMBER OF UNITS* COMMISSION $500-$999 $1,000 OR MORE
- ---------------------------- ------------- --------- --------------
<S> <C> <C> <C>
Less than 10,000 3.60% 3.80% 4.00%
10,000 but less than 25,000 3.30 3.50 3.60
25,000 but less than 50,000 3.20 3.40 3.50
50,000 but less than 100,000 2.50 2.60 2.70
100,000 or more 2.00 2.10 2.20
<FN>
- --------------------
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
** Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor during the initial one month period
after the Initial Date of Deposit by firms who reach cumulative firm sales
arrangement levels of at least $500,000. After a firm has met the minimum
$500,000 volume level, volume concessions may be given on all trades
originated from or by that firm, including those placed prior to reaching the
$500,000 level, and may continue to be given during the entire initial
offering period. Only sales through Ranson qualify for volume discounts and
secondary purchases do not apply. Ranson & Associates reserves the right to
modify or change those parameters at any time and make the determination of
which firms qualify for the marketing allowance and the amount paid.
</TABLE>
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 as stated under "Public
Offering Price." In addition, the Sponsor may realize a profit (or sustain a
loss) as of the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities to the Sponsor and the cost of such
Securities to the Trust, which is based on the evaluation of the Securities on
the Initial Date of Deposit. Thereafter, on subsequent deposits the Sponsor may
realize profits or sustain losses from such deposits. See "Portfolio." The
Sponsor may realize additional profits or losses during the initial offering
period on unsold Units as a result of changes in the daily market value of the
Securities.
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trust offered hereby and to continuously offer to purchase said Units at prices,
determined by the Evaluator, based on the value of the underlying Securities.
Unitholders who wish to dispose of their Units should inquire of their broker as
to current market prices in order to determine whether there is in existence any
price in excess of the Redemption Price and, if so, the amount thereof. The
offering price of any Units resold by the Sponsor will be in accord with that
described in the currently effective prospectus describing such Units. Any
profit or loss resulting from the resale of such Units will belong to the
Sponsor. The Sponsor may suspend or discontinue purchases of Units if the
supply of Units exceeds demand, or for other business reasons.
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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 at the
time of redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
such Unitholder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing unpaid dividends shall be withdrawn
from the Income Account of the Trust to the extent that funds are available for
such purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for the Trust. The Trustee is empowered to sell Securities in
order to make funds available for the redemption of Units. Such sale may be
required when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized.
To the extent that Securities are sold, the size and diversity of the Trust will
be reduced but each remaining Unit will continue to represent approximately the
same proportional interest in each Security. Sales may be required at a time
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when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities. On the Initial Date of Deposit,
the Public Offering Price per Unit (which includes the sales charge) exceeded
the value at which Units could have been redeemed by the amount shown under
"Essential Information." The Redemption Price per Unit is the pro rata share of
each Unit in the Trust determined on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected and (ii) the value of the
Securities less (a) amounts representing taxes or other governmental charges
payable out of the Trust, (b) any amount owing to the Trustee for its advances
and (c) the accrued expenses of the Trust. The Evaluator may determine the
value of the Securities in the following manner: if the Security is listed on a
national securities exchange or the Nasdaq National Market, the evaluation will
generally be based on the last sale price on the exchange or Nasdaq (unless the
Evaluator deems the price inappropriate as a basis for evaluation). If the
Security is not so listed or, if so listed and the principal market for the
Security is other than on the exchange or Nasdaq, the evaluation will generally
be made by the Evaluator in good faith based on the last bid price on the over-
the-counter market (unless the Evaluator deems such price inappropriate as a
basis for evaluation) or, if a bid price is not available, (1) on the basis of
the current bid price for comparable securities, (2) by the Evaluator's
appraising the value of the Securities in good faith at the bid side of the
market or (3) by any combination thereof. See "Public Offering of Units-Public
Offering Price."
RETIREMENT PLANS
The Trust may be well suited for purchase by Individual Retirement Accounts,
Keogh Plans, pension funds and other qualified retirement plans. Generally,
capital gains and income received under each of the foregoing plans are deferred
from Federal taxation. All distributions from such plans are generally treated
as ordinary income but may, in some cases, be eligible for special income
averaging or tax-deferred rollover treatment. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Such plans are offered by
brokerage firms and other financial institutions. The Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
The Trustee has agreed to act as custodian for certain retirement plan accounts.
An annual fee of $12.00 per account, if not paid separately, will be assessed by
the Trustee and paid through the liquidation of shares of the reinvestment
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account. An individual wishing the Trustee to act as custodian must complete a
Ranson UIT/IRA application and forward it along with a check made payable to The
Bank of New York. Certificates for Individual Retirement Accounts cannot be
issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trust will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption-General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the minimum
investment requirement of 100 Units or $1,000. Fractions of Units, if any, will
be computed to three decimal places. Any certificate issued will be numbered
serially for identification, issued in fully registered form and will be
transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer or
interchange. The Trustee at the present time does not intend to charge for the
normal transfer or interchange of certificates. Destroyed, stolen, mutilated or
lost certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity (generally amounting to 3% of the market value of the Units),
affidavit of loss, evidence of ownership and payment of expenses incurred.
DISTRIBUTIONS TO UNITHOLDERS. Income received by a Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of the related month). All distributions will
be net of applicable expenses. There is no assurance that any actual
distributions will be made since all dividends received may be used to pay
expenses. In addition, amounts from the Capital Account of the Trust, if any,
will be distributed at least annually to the Unitholders then of record.
Proceeds received from the disposition of any of the Securities after a record
date and prior to the following distribution date will be held in the Capital
Account and not distributed until the next distribution date applicable to the
Capital Account. The Trustee shall be required to make a distribution from the
Capital Account if the cash balance on deposit therein available for
distribution shall be sufficient to distribute at least $1.00 per 100 Units.
The Trustee is not required to pay interest on funds held in the Capital or
Income Accounts (but may itself earn interest thereon and therefore benefits
from the use of such funds). The Trustee is authorized to reinvest any funds
held in the Capital or Income Accounts, pending distribution, in U.S. Treasury
obligations which mature on or before the next applicable distribution date.
Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.
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The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of Units, and thereby a Unitholder of record, on the date of settlement provided
payment has been received. Notification to the Trustee of the transfer of Units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of the Trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of the
Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of the Trust such amounts as may be necessary to
cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of the Trust without a sales charge. In
addition, Unitholders may elect to have distributions of capital (including
capital gains, if any) or dividends or both automatically invested without
charge in shares of any one of several front-end load mutual funds underwritten
or advised by Zurich Kemper Investments, Inc. at net asset value if such funds
are registered in such Unitholder's state of residence, other than those mutual
funds sold with a contingent deferred sales charge. Since the portfolio
securities and investment objectives of such Zurich Kemper-advised mutual funds
generally will differ significantly from those of the Trust, Unitholders should
carefully consider the consequences before selecting such mutual funds for
reinvestment. Detailed information with respect to the investment objectives
and the management of such mutual funds is contained in their respective
prospectuses, which can be obtained from the Sponsor upon request. An investor
should read the prospectus of the reinvestment fund selected prior to making the
election to reinvest. Unitholders who desire to have such distributions
automatically reinvested should inform their broker at the time of purchase or
should file with the Program Agent referred to below a written notice of
election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit.
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The accounts of the Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless the
Sponsor determines that such an audit would not be in the best interest of the
Unitholders. The accountants' report will be furnished by the Trustee to any
Unitholder upon written request. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person who at any
time during the calendar year was a Unitholder of the Trust a statement,
covering the calendar year, setting forth:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of the Trust
and for redemptions of Units, if any; and
(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any Securities and the net proceeds
received therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of
the Trust held for distribution to Unitholders of record as of a date
prior to the determination; and
(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; and
(C) The following information:
(1) A list of the Securities as of the last business day of such calendar
year;
(2) The number of Units outstanding on the last business day of such
calendar year;
(3) The Redemption Price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the
Income and Capital Accounts separately stated, expressed both as total
dollar amounts and as dollar amounts per Unit outstanding on the Record
Dates for each such distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust.
No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.
INVESTMENT SUPERVISION
The Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust, however, will not be
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actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from the portfolio.
As a general rule, the only purchases and sales that will be made with respect
to the Trust's portfolio will be those necessary to maintain, to the extent
feasible, a portfolio which reflects the current components of the Index, taking
into consideration redemptions, sales of additional Units and the other
adjustments referred to elsewhere in this prospectus. See "Trust Portfolio."
Such purchases and sales will be made in accordance with the computer program
utilized to maintain the portfolio, the Trust Agreement and procedures to be
specified by the Sponsor. The Sponsor may direct the Trustee to dispose of
Securities and either to acquire other Securities through the use of the
proceeds of such disposition in order to make changes in the portfolio or to
distribute the proceeds of such disposition to Unitholders (i) as necessary to
reflect any additions to or deletions from the Index, (ii) as may be necessary
to establish a closer correlation between the Trust portfolio and the Index or
(iii) as may be required for purposes of distributing to Unitholders, when
required, their pro rata share of any net realized capital gains or as the
Sponsor may otherwise determine. As a policy matter, the Sponsor currently
intends to direct the Trustee to acquire round lots of shares of the Securities
rather than odd lot amounts. Any funds not used to acquire round lots will be
held for future purchases of shares, for redemptions of Units or for
distributions to Unitholders. In the event the Trustee receives any securities
or other properties relating to the Securities (other than normal dividends)
acquired in exchange for Securities such as those acquired in connection with a
reorganization, recapitalization, merger or other transaction, the Trustee is
directed to sell such securities or other property and reinvest the proceeds in
shares of the Security for which such securities or other property relates, or
if such Security is thereafter removed from the Index, in any new security which
is added as a component of the Index. In addition, the Sponsor will instruct
the Trustee to dispose of certain Securities and to take such further action as
may be needed from time to time to ensure that the Trust continues to satisfy
the qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue Code,
and as may be needed from time to time to avoid the imposition of any excise tax
on the Trust as a regulated investment company.
Proceeds from the sale of Securities (or any securities or other property
received by the Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
stated under "The Trust Fund" for failed securities and as provided herein, the
acquisition by the Trust of any securities other than the Securities is
prohibited. The Trustee may sell Securities, designated by the Sponsor, from
the Trust for the purpose of redeeming Units tendered for redemption and the
payment of expenses.
ADMINISTRATION OF THE TRUST
THE TRUSTEE. The Trustee is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its Unit Investment Trust
Division offices at 101 Barclay Street, New York, New York 10286, telephone 1-
800-701-8178. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of Governors
of the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
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In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder. Such books and records shall
be open to inspection by any Unitholder at all reasonable times during usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation. The Trustee shall keep a certified copy or duplicate original of
the Trust Agreement on file in its office available for inspection at all
reasonable times during usual business hours by any Unitholder, together with a
current list of the Securities held in the Trust. Pursuant to the Trust
Agreement, the Trustee may employ one or more agents for the purpose of custody
and safeguarding of Securities comprising the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. If the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
THE SPONSOR. Ranson & Associates, Inc., the Sponsor of the Trust, is an
investment banking firm created in 1995 by a number of former owners and
employees of Ranson Capital Corporation. On November 26, 1996, Ranson &
Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates, 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
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Commission, or (b) terminate the Trust Agreement and liquidate the Trust as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust. More comprehensive financial information
can be obtained upon request from the Sponsor.
THE EVALUATOR. Ranson & Associates, Inc., the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement may also be amended in any respect by the
Sponsor and the Trustee, or any of the provisions thereof may be waived, with
the consent of the holders of Units representing 66 2/3% of the Units then
outstanding of the Trust, provided that no such amendment or waiver will reduce
the interest of any Unitholder thereof without the consent of such Unitholder or
reduce the percentage of Units required to consent to any such amendment or
waiver without the consent of all Unitholders of the Trust. In no event shall
the Trust Agreement be amended to increase the number of Units issuable
thereunder or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in the Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Unitholders of the substance of any such amendment.
The Trust Agreement provides that the Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust but in no event is it to continue beyond the Mandatory Termination
Date set forth under "Essential Information." If the value of the Trust shall be
less than the applicable minimum value stated under "Essential Information" (40%
of the aggregate value of the Securities-based on the value at the date of
deposit of such Securities into the Trust), the Trustee may, in its discretion,
and shall, when so directed by the Sponsor, terminate the Trust. The Trust may
be terminated at any time by the holders of Units representing 66 2/3% of the
Units thereof then outstanding. In addition, the Sponsor may terminate the
Trust if the Index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
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The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the Mandatory Termination Date;
for less liquid Securities, on each of the first two days of the termination
proceedings, the Sponsor will generally sell any amount of any underlying
Securities at a price no less than 1/2 of one point under the last closing sale
price of those Securities. Thereafter, the price limit will increase to one
point under the last closing sale price. After four days, the Sponsor currently
intends to sell at least a fraction of the remaining underlying Securities, the
numerator of which is one and the denominator of which is the total number of
days remaining (including that day) in the termination proceedings without any
price restrictions. Of course, no assurances can be given that the market value
of the Securities will not be adversely affected during the termination
proceedings.
In the event of termination of the Trust, written notice thereof will be sent by
the Trustee to all Unitholders of the Trust. Within a reasonable period after
termination, the Trustee will sell any Securities remaining in the Trust and,
after paying all expenses and charges incurred by the Trust, will distribute to
Unitholders thereof (upon surrender for cancellation of certificates for Units,
if issued) their pro rata share of the balances remaining in the Income and
Capital Accounts of the Trust.
The Sponsor currently intends, but is not obligated, to offer for sale units of
a subsequent series of the Trust at approximately the time of the Mandatory
Termination Date. If the Sponsor does offer such units for sale, Unitholders
may be given the opportunity to purchase such units at a public offering price
which includes a reduced sales charge. There is, however, no assurance that
units of any new series of the Trust will be offered for sale at that time, or
if offered, that there will be sufficient units available for sale to meet the
requests of any or all Unitholders.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
27
<PAGE>
respect of the Securities or upon the interest thereof. In addition, the Trust
Agreement contains other customary provisions limiting the liability of the
Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any, related
to the deposit of Securities in the Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year. The Trustee's fee which is calculated monthly is
based on the largest number of Units of the Trust outstanding during the
calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trust is expected to result from the use of these funds.
In its capacity as Supervisor, the Sponsor will charge the Trust a surveillance
fee for services performed for the Trust in an amount not to exceed that amount
set forth in "Essential Information" but in no event will such compensation,
when combined with all compensation received from other unit investment trusts
for which the Sponsor both acts as sponsor and provides portfolio surveillance,
exceed the aggregate cost to the Sponsor for providing such services. Such fee
shall be based on the total number of Units of the Trust outstanding as of the
January record date for any annual period.
For evaluation of the Securities, the Evaluator shall receive that fee set forth
under "Essential Information", payable monthly, based upon the largest number of
Units of the Trust outstanding during the calendar year for which such
compensation relates.
The Trustee's fee, Supervisor's fee and Evaluator's fee are deducted from the
Income Account of the Trust to the extent funds are available and then from the
Capital Account. Each such fee may be increased without approval of Unitholders
by amounts not exceeding a proportionate increase in the Consumer Price Index or
any equivalent index substituted therefor.
The Licensor receives an annual fee from the Trust equal to the greater of .02%
of the average net asset value of the Trust or $10,000. This fee covers the
license to the Trust of the use of various trademarks and trade names as
described under "The S&P 100 Index."
28
<PAGE>
Expenses incurred in establishing the Trust, including the cost of the initial
preparation of documents relating to
the Trust (including the Prospectus, Trust Agreement and certificates), federal
and state registration fees, the initial fees and expenses of the Trustee, legal
and accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust (out of the Capital Account) and it is
intended that such expenses be amortized over a five year period or the life of
the Trust if less than five years. The following additional charges are or may
be incurred by the Trust: (a) fees for the Trustee's extraordinary services;
(b) expenses of the Trustee (including legal and auditing expenses, but not
including any fees and expenses charged by an agent for custody and safeguarding
of Securities) and of counsel, if any; (c) various governmental charges; (d)
expenses and costs of any action taken by the Trustee to protect the Trust or
the rights and interests of the Unitholders; (e) indemnification of the Trustee
for any loss, liability or expense incurred by it in the administration of the
Trust not resulting from negligence, bad faith or willful misconduct on its part
or its reckless disregard for its obligations under the Trust Agreement; (f)
indemnification of the Sponsor for any loss, liability or expense incurred in
acting in that capacity without gross negligence, bad faith or willful
misconduct or its reckless disregard for its obligations under the Trust
Agreement; and (g) expenditures incurred in contacting Unitholders upon
termination of the Trust. The fees and expenses set forth herein are payable
out of the Trust and, when owing to the Trustee, are secured by a lien on the
Trust. Since the Securities are all common stocks, and the income stream
produced by dividend payments, if any, is unpredictable, the Sponsor cannot
provide any assurance that dividends will be sufficient to meet any or all
expenses of the Trust. If the balances in the Income and Capital Accounts are
insufficient to provide for amounts payable by the Trust, the Trustee has the
power to sell Securities to pay such amounts. These sales may result in capital
gains or losses to Unitholders. See "Federal Tax Status."
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to federal
tax law have been passed upon by Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT AUDITORS
The statement of net assets, including the Trust portfolio, of the Trust at the
Initial Date of Deposit, appearing in this Prospectus and Registration Statement
have been audited by Allen, Gibbs & Houlik, L.C., independent auditors, as set
forth in their report appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
-------------------
29
<PAGE>
REPORT OF INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 68
We have audited the accompanying statement of net assets, including the Trust
portfolio, of Ranson Unit Investment Trusts, Series 68, as of April 16, 1998.
The statement of net assets is the responsibility of the Sponsor. Our
responsibility is to express an opinion on the statement of net assets based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. Our procedures
included confirmation of a letter of credit or cash deposited to purchase
Securities by correspondence with the Trustee. An audit also includes assessing
the accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall statement of net assets presentation. We believe
our audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Ranson Unit Investment
Trusts, Series 68 as of April 16, 1998, in conformity with generally accepted
accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
April 16, 1998
30
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 68
STATEMENT OF NET ASSETS
AT THE OPENING OF BUSINESS ON APRIL 16, 1998, THE INITIAL DATE OF DEPOSIT
TRUST PROPERTY
S&P 100 LargeCap
Index Trust
----------------
<S> <C>
Contracts to purchase Securities (1) (2) $_________
Organizational costs (3) _________
Total $_________
---------
NUMBER OF UNITS _________
---------
LIABILITY AND INTEREST OF UNITHOLDERS
Liability-
Accrued organizational costs (3) $_________
Interest of Unitholders-
Cost to investors (4) _________
Less: Gross underwriting commission (4) _________
Net interest to Unitholders (1) (2) (4) _________
Total $_________
---------
<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
$_________) necessary for the purchase of the Securities in the Trust
represented by purchase contracts.
(3) The Trust will bear all or a portion of its organizational costs, which
the Sponsor intends to defer and amortize over five years or the life of
the Trust if less than five years. Organizational costs have been
estimated based on a projected Trust size of $_________. To the extent
the Trust is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
</TABLE>
31
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 68
S&P LARGECAP 100 INDEX TRUST, SERIES 1
PORTFOLIO AS OF APRIL 16, 1998
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
1 KEA Keane Inc 100 ________ ____
2 CAM Camco International 100 ________ ____
3 DEP Deposit Guaranty 100 ________ ____
4 FCLR First Commercial Corp 100 ________ ____
5 CCB CCB Financial 100 ________ ____
6 KSTN Keystone Financial 100 ________ ____
7 ICN ICN Pharmaceuticals, Inc 100 ________ ____
8 PFGI Provident Financial Group 100 ________ ____
9 ABI American Bankers Insurance 100 ________ ____
10 PL Protective Life Corp 100 ________ ____
11 CKR CKE Restaurants 100 ________ ____
12 COMR Comair Holdings 100 ________ ____
13 ROST Ross Stores 100 ________ ____
14 CBC Centura Banks 100 ________ ____
15 TALK Tel-Save Holdings Inc 100 ________ ____
16 SVRN Sovereign Bancorp 100 ________ ____
17 TECD Tech Data Corp 100 ________ ____
18 LNCR Lincare Holdings 100 ________ ____
19 STRL STERIS Corp 100 ________ ____
20 FMER FirstMerit Corp 100 ________ ____
21 FMT Fremont Gen'l 100 ________ ____
22 KNE KN Energy 100 ________ ____
23 OH Oakwood Homes 100 ________ ____
24 PLAT PLATINUM Technology 100 ________ ____
25 BQR Quick & Reilly Group 100 ________ ____
26 CMVT Comverse Technology 100 ________ ____
27 PIR Pier 1 Imports 100 ________ ____
28 UHS Univl Health Svs Cl'B' 100 ________ ____
29 VTSS Vitesse Semiconductor 100 ________ ____
30 SSW Sterling Software Inc 100 ________ ____
31 MGR Magna Group, Inc 100 ________ ____
32 SFSK Safeskin Corp 100 ________ ____
33 VCI Valassis Communication 100 ________ ____
34 CMT CMAC Investment 100 ________ ____
35 ASFC Astoria Financial 100 ________ ____
36 ETH Ethan Allen Interiors 100 ________ ____
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
37 IHS Integrated Health Svcs 100 ________ ____
38 NDC Natl Data 100 ________ ____
39 PHYC PhyCor Inc 100 ________ ____
40 RFH Richfood Hldgs 100 ________ ____
41 CFR Cullen Frost Bankers 100 ________ ____
42 OC Orion Capital 100 ________ ____
43 LM Legg Mason Inc 100 ________ ____
44 MHK Mohawk Industries Inc 100 ________ ____
45 VICR Vicor Corp 100 ________ ____
46 DS Dallas Semiconductor 100 ________ ____
47 MCHP Microchip Technology 100 ________ ____
48 WFMI Whole Foods Market 100 ________ ____
49 ARBR Arbor Drugs 100 ________ ____
50 DVN Devon Energy 100 ________ ____
51 RJF Raymond James Finl 100 ________ ____
52 USTC U.S. Trust Corp 100 ________ ____
53 ASPT Aspect Telecommunications 100 ________ ____
54 CBR CIBER Inc 100 ________ ____
55 CPO Corn Products Int'l 100 ________ ____
56 CSA Coast Svgs Fin'l 100 ________ ____
57 MM Mutual Risk Management 100 ________ ____
58 SANM Sanmina Corp 100 ________ ____
59 SFDS Smithfield Foods 100 ________ ____
60 TNO True North Communication 100 ________ ____
61 WSGC Williams-Sonoma 100 ________ ____
62 WTNY Whitney Holding 100 ________ ____
63 ORBI Orbital Sciences Corp 100 ________ ____
64 PMK Primark Corp 100 ________ ____
65 REGL Regal Cinemas, Inc 100 ________ ____
66 SRP Sierra Pacific Resources 100 ________ ____
67 CFB Commercial Federal Corp 100 ________ ____
68 DLP Delta and Pine Land 100 ________ ____
69 DV DeVRY Inc 100 ________ ____
70 EFS Enhance Financial Svcs 100 ________ ____
71 NVLS Novellus Systems 100 ________ ____
72 PDE Pride Int'l Inc 100 ________ ____
73 PK Central Parking Corp 100 ________ ____
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
74 WRC World Color Press 100 ________ ____
75 CBRNA Canandaigua Brands 100 ________ ____
76 GNTX Gentex Corp 100 ________ ____
77 IS Interim Services Inc 100 ________ ____
78 MEDI MedImmune Inc 100 ________ ____
79 NAUT Nautica Enterprises 100 ________ ____
80 PPP Pogo Producing 100 ________ ____
81 SFR Santa Fe Energy Resource 100 ________ ____
82 TXI Texas Industries 100 ________ ____
83 WONE Westwood One, Inc 100 ________ ____
84 WWW Wolverine World Wide 100 ________ ____
85 AEIC Air Express International 100 ________ ____
86 AMMB AMRESCO Inc 100 ________ ____
87 AMSY Amer Mgmt Systems 100 ________ ____
88 APW Applied Power 100 ________ ____
89 BWC Belden Inc 100 ________ ____
90 DMN DiMon Inc 100 ________ ____
91 FSH Fisher Scientific Intl 100 ________ ____
92 LSCC Lattice Semconductor 100 ________ ____
93 PDCO Patterson Dental 100 ________ ____
94 PNY Piedmont Nat'l Gas 100 ________ ____
95 VPI Vintage Petroleum 100 ________ ____
96 BLT.A Blount Int'l Cl A 100 ________ ____
97 CHB Champion Enterpr 100 ________ ____
98 EGR The Earthgrains Company 100 ________ ____
99 ESRX Express Scripts 'A' 100 ________ ____
100 ETEC Etec Systems 100 ________ ____
--------
--------
</TABLE>
NOTES TO PORTFOLIO
(1) All or a portion of the Securities may have been deposited in the
Trust. Any undelivered Securities are represented by "regular way"
contracts for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. At the Initial Date of Deposit,
the Sponsor has assigned to the Trustee all of its rights, title and
interest in and to such undelivered Securities. Contracts to purchase
Securities were entered into on April 15, 1998 and all have expected
settlement dates of ___________, 1998 (see "The Trust Fund"). The
34
<PAGE>
market value of each Security is based on the last sale price of the
Securities respective Market. As of the Initial Date of Deposit other
information regarding the Securities is as follows: Cost to Sponsor:
$_________; Profit (Loss) to Sponsor: ($_____).
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all stocks in the Index as published by
Standard & Poor's on the day before the Initial Date of Deposit. Because
the stocks included in the Index and the value of such stocks may change
from time to time, and because the Trust may not be able to duplicate
the Index exactly, the percentages set forth above do not represent
the actual weighting of each Security in the Trust portfolio on the
Initial Date of Deposit or on any subsequent date. See "The Trust
Portfolio."
(3) Shares of this Security could not be obtained because trading in this
stock on the New York Stock Exchange was halted on the day before the
Initial Date of Deposit. It is possible that this stock will be delisted
from the Exchange and/or replaced in the Index. Notwithstanding the
foregoing, after the Initial Adjustment Period the Trust is expected to
be invested in no less than 95% of the stocks comprising the Index and
maintain a correlation between performance of the Trust and that of the
Index between .97 and .99 as described under "The Trust Portfolio."
35
<PAGE>
<TABLE>
<CAPTION>
Contents Page
<S> <C>
SUMMARY 2
ESSENTIAL INFORMATION 5
THE TRUST FUND 7
THE TRUST PORTFOLIO 8
THE S&P 100 INDEX 9
RISK FACTORS 11
FEDERAL TAX STATUS 13
PUBLIC OFFERING OF UNITS 15
Public Offering Price 15
Public Distribution of Units 17
Sponsor Profits 18
MARKET FOR UNITS 18
REDEMPTION 19
General 19
Computation of Redemption Price 20
RETIREMENT PLANS 20
UNITHOLDERS 21
Ownership of Units 21
Distributions to Unitholders 21
Distribution Reinvestment 22
Statements to Unitholders 22
Rights of Unitholders 23
INVESTMENT SUPERVISION 23
ADMINISTRATION OF THE TRUST 24
The Trustee 24
The Sponsor 25
The Evaluator 26
Amendment and Termination 26
Limitations on Liability 27
EXPENSES OF THE TRUST 28
LEGAL OPINIONS 29
INDEPENDENT AUDITORS 29
REPORT OF INDEPENDENT AUDITORS 30
STATEMENT OF NET ASSETS 31
PORTFOLIO 32
NOTES TO PORTFOLIO 48
</TABLE>
--------------------
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C. under the Securities Act of 1933 and
the Investment Company Act of 1940, and to which reference is made.
--------------------
No person is authorized to give any information or to make any representations
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the Trust,
the Trustee, or the Sponsor. The Trust is registered as a unit investment trust
under the Investment Company Act of 1940. Such registration does not imply that
the Trust or the Units have been guaranteed, sponsored, recommended or approved
by the United States or any state or any agency or officer thereof.
--------------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
<PAGE>
- --------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- --------------------
PROSPECTUS APRIL 16, 1998
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet
The Cross-Reference sheets
The Prospectus
The Signatures
The following exhibits.
1.1. Trust Agreement (to be filed by amendment).
1.1.1. Standard Terms and Conditions of Trust (to be filed by amendment).
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1) (to be filed by
amendment).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus.
3.2. Opinion of counsel to the Sponsor as to the tax status of the securities
being registered (to be filed by amendment).
4.1. Consent of Independent Evaluators (to be filed by amendment).
4.2. Consent of Independent Certified Public Accountants (to be filed by
amendment).
S-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ranson Unit Investment Trusts, Series 68, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wichita, and State of Kansas, on the 13th day of
April, 1998.
RANSON UNIT INVESTMENT TRUSTS, SERIES 68,
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 April 13, 1998 by the
following persons, who constitute a majority of the Board of Directors of Ranson
& Associates, Inc.
SIGNATURE TITLE
- --------------------- --------------------
DOUGLAS K. ROGERS Executive Vice )
- --------------------- President and Director )
Douglas K. Rogers
ALEX R. MEITZNER Chairman of the Board )
- --------------------- of Directors )
Alex R. Meitzner
ROBIN K. PINKERTON President, Secretary, )
- --------------------- Treasurer and Director ) ALEX R. MEITZNER
Robin K. Pinkerton -----------------------
Alex R. Meitzner
- ------------------------------------------------------------------------------
An executed copy of each of the related powers of attorney was filed with the
Securities and Exchange Commission in connection with the Registration
Statement on Form S-6 of The Kansas Tax-Exempt Trust, Series 51 (File No. 33-
46376) and Series 52 (File No. 33-47687) and the same are hereby incorporated
herein by this reference.
S-2
