AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 1999
REGISTRATION NO. 333-_____
CIK #910944
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
ON
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST: Ranson Unit Investment Trusts, Series 76
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
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 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 TRUST, SERIES 76
S&P MidCap 400 Index Trust, Series 1 seeks to increase the value of your
investment by investing in a portfolio of the stocks of companies in the
Standard & Poor's 400 Composite Stock Price Index. Of course, we cannot
guarantee that the Trust will achieve its objectives.
Units are not deposits or obligations of any bank
or government agency and are not guaranteed.
You should read this prospectus and retain it for future reference.
February 18, 1999
The Securities and Exchange Commission has not approved
or disapproved of the Units or passed upon the adequacy of this prospectus.
Any contrary representation is a criminal offense.
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
ESSENTIAL INFORMATION
AS OF FEBRUARY 17, 1999*
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 400
MidCap Trust
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<S> <C>
Cusip (Cash) _________
Cusip (Reinvest) _________
Number of Units (1) _________
Fractional Undivided Interest Per Unit (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) (4) $_________
Redemption Price Per Unit and Sponsor's Initial Repurchase Price Per Unit $_________
Estimated Organizational Expense per Unit (4) $_________
<S> <C>
Minimum Value of 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 January, April, July and October
Distribution Dates (5) FIFTEENTH day of January, April, July and October
<FN>
* The business day prior to the Initial Date of Deposit
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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.
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(3) On the Initial Date of Deposit there will be no accumulated dividends in the
Income Account. Anyone ordering Units after such date will pay his pro rata
share of any accumulated dividends in such Income Account.
(4) Unitholders will bear all or a portion of the expenses incurred in
organizing and offering the Trust. The Public Offering Price includes
the estimated amount of these costs. The Trustee will deduct these
expenses from the Trust at the end of the initial offering period or six
months after the Initial Date of Deposit (whichever is earlier).
(5) Distributions from the Capital Account and capital gains distributions, if
any, will normally be made in December, as required.
</FN>
</TABLE>
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THE TRUST FUND
Ranson Unit Investment Trusts, Series 76 (the "Fund") includes one underlying
unit investment trust designated as S&P MidCap 400 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 MidCap 400 Trust contains common stocks issued by substantially all of
the companies which comprise the S&P MidCap 400 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 first 30 days of the Trust's life (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. Of course, there is no guarantee that this will occur during the
first 30 days of the Trust's life. 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 over the term of the Trust.
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
- --------------------
* 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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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 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 MidCap 400 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 MidCap 400 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 over the
term of the Trust. 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 practicable 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. The Trustee will generally
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seek to make these adjustments 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. Of course,
there is no guarantee that this will always be practicable. 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 generally 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 MidCap 400 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 MidCap 400 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 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 generally 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.
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THE S&P MIDCAP 400 INDEX
The S&P MidCap 400 Index is composed of 400 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, 1998 the S&P
MidCap 400 Index was comprised of the following industry sectors: Industrials
(____%), Financials (____%), Utilities (____%) and Transportation (_____%). As
of December 31, 1998 the companies in the S&P MidCap 400 Index were listed on
the following stock exchanges in the amounts indicated: New York Stock Exchange-
____ companies (_____%), Nasdaq National Market-____ companies (_____%) and
American Stock Exchange-___ companies (____%). At present, the mean market
capitalization of the companies in the S&P MidCap 400 Index is approximately
$___ million. As of December 31, 1998 the S&P MidCap 400 Index had a total
market value of $____ billion.
The following table depicts the Year-End Index Value for the S&P MidCap 400
Index for the period shown. Investors should note that the table represents
past performance of the S&P MidCap 400 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 should not be considered as a representation of
the income yield or capital gain or loss which may be generated by the S&P
MidCap 400 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 ______ ______% ______% ______
1998 ______ ______% ______% ______
<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
MidCap 400 Index are treated as reinvested in the S&P MidCap 400 Index as of
the end of each month following the payment of the dividend. Because the
Trust is sold to the public at net asset value plus the applicable sales
charge and the expenses of the Trust are deducted before making distributions
to Unitholders, investment in the Trust would have resulted in investment
performance to Unitholders somewhat reduced from that reflected in the above
table. In addition certain Unitholders may not elect to purchase additional
Units pursuant to the Trust's reinvestment plan, and to that extent cash
distributions representing dividends on the index stocks may not be
reinvested in other index stocks.
</FN>
</TABLE>
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The weightings of stocks in the S&P MidCap 400 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 MidCap 400 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 MidCap 400 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 400" 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 MidCap 400
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 MidCap
400 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").
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 MidCap 400 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 MidCap 400 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 MidCap 400 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 MidCap 400 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 MidCap
400 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 MidCap 400 Index or any data included
therein. S&P makes no express or
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implied warranties, and expressly disclaims all warranties of merchantability or
fitness for a particular purpose or use, with respect to the S&P MidCap 400
Index or any data included therein. Without limiting any of the foregoing, in
no event shall S&P have any liability for any special, punitive, indirect, or
consequential damages (including lost profits), even if notified of the
possibility of such damages. "Standard & Poor's(Registered Trademark)",
"S&P(Registered Trademark)", "S&P 400(Registered Trademark)", "Standard & Poor's
400", and "400" 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
PRICE VOLATILITY. Because the Trust invests in common stocks, you should
understand the risks of investing in common stocks before purchasing Units.
These risks include the risk that the financial condition of the company or the
general condition of the stock market may worsen and the value of the stocks
(and therefore Units) will fall. Common stocks are especially susceptible to
general stock market movements. The value of common stocks often rises or falls
rapidly and unpredictably as market confidence and perceptions of companies
change. These perceptions are based on factors including expectations regarding
government economic policies, inflation, interest rates, economic expansion or
contraction, political climates and economic or banking crises. The value of
Units will fluctuate with the value of the stocks in the Trust and may be more
or less than the price you originally paid for your Units. As with any
investment, we cannot guarantee that the performance of the Trust will be
positive over any period of time. Because the Trust is unmanaged, the Trustee
will not sell stocks in response to market fluctuations as is common in managed
investments.
DIVIDENDS. Common stocks represent ownership interests in a company and are not
obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means
that common stockholders have a right to receive dividends only if a company's
board of directors declares a dividend and the company has provided for payment
of all of its creditors, bondholders and preferred stockholders. If a company
issues additional debt securities or preferred stock, the owners of these
securities will have a claim against the company's assets before common
stockholders if the company declares bankruptcy or liquidates its assets even
though the common stock was issued first. As a result, the company may be less
willing or able to declare or pay dividends on its common stock.
SMALL COMPANIES. The Trust invests in stocks of small companies. These stocks
often involve more investment risk than stocks of larger companies. Smaller
companies may have limited product lines, markets or financial resources. These
companies may lack management depth or experience and may depend heavily on key
personnel. These stocks may be less liquid and have less information about
their business available to the public. These stocks also tend to be more
vulnerable to adverse economic or market developments than larger company
stocks. Some of these companies may invest in, distribute or produce products
that have only recently been introduced. All of these factors could affect the
value of Units.
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ADDITIONAL UNITS. The Sponsor may create additional Units of the Trust by
depositing into the Trust additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of your
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Trust will pay brokerage fees.
VOTING. Only the Trustee may sell or vote the stocks in the Trust. While you
may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The
Trustee will vote the stocks in the same general proportion as shares held by
other shareholders if the Sponsor fails to provide instructions.
YEAR 2000. The Trust could be negatively impacted if computer systems used by
the Sponsor, Evaluator, Supervisor or Trustee or other service providers to the
Trust do not properly process date-related information after January 1, 2000.
This is commonly known as the "Year 2000 Problem". The Sponsor, Evaluator,
Supervisor and Trustee are taking steps to address this problem and to obtain
reasonable assurances that other service providers to the Trust are taking
comparable steps. We cannot guarantee that these steps will be sufficient to
avoid any adverse impact on the Trust. This problem is expected to impact
corporations to varying degrees based on factors such as industry sector and
degree of technological sophistication. We cannot predict what impact, if any,
this problem will have on the issuers of stocks in the Trust.
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
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.
Distributions to Unitholders of the Trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to Unitholders, except that to the extent that distributions to a
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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.
Although distributions generally will be treated as distributed when paid,
distributions declared in October, November or December, payable to Unitholders
of record on a specified date in one of those months and paid during January of
the following year will be treated as having been distributed by the Trust (and
received by the Unitholders) on December 31 of the year such distributions are
declared.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. A Unitholder may recognize a taxable gain or loss if the Unitholder
sells or redeems his Units. Any gain or loss arising from (or treated as
arising from) the sale or redemption of Units will generally be a capital gain
or loss, except in the case of a dealer or a financial institution. The
Internal Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax
Act") provides that for taxpayers other than corporations, net capital gain
(which is defined as net long-term capital gain over net short-term capital loss
for the taxable year) realized from property (with certain exclusions) is
generally subject to a maximum marginal stated tax rate of 20% (10% in the case
of certain taxpayers in the lowest tax bracket). Capital gain or loss is long-
term if the holding period for the asset is more than one year, and is short-
term if the holding period for the asset is one year or less. The date on which
a Unit is acquired (i.e., the "trade date") is excluded for purposes for
determining the holding period of the Unit. Capital gains realized from assets
held for one year or less are taxed at the same rates as ordinary income. Note
that if a Unitholder holds Units for six months or less and subsequently sells
such Units at a loss, the loss will be treated as a long-term capital loss to
the extent that any long-term capital gain distribution is made with respect to
such Units during the six-month period or less that the Unitholder owns the
Units.
The Taxpayer Relief Act of 1997 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. Unitholders should consult their own tax advisers with regard to any
such constructive sales rules.
In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, 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
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corporations (other than real estate investment trusts) and is designated by the
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 the 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
of the Trust are held by or for 500 or more persons at all times during the
taxable year or another exception is met. In the event the Units of the Trust
are held by fewer than 500 persons, additional taxable income may be realized by
the individual (and other noncorporate) Unitholders in excess of the
distributions received from 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).
Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Amendment and Termination."
Unitholders electing an in kind distribution of shares of Securities should be
aware that the exchange is subject to taxation and Unitholders will recognize
gain or loss based on the value of the Securities received. Investors electing
an in kind distribution should consult their own tax advisers with regard to
such transaction.
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
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
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<PAGE>
her taxable year, and (iii) the foreign investor provides all certification
which may be required of his status (foreign investors may contact the Sponsor
to obtain a Form W-8 which must be filed with the Trustee and refiled every
three calendar years thereafter). Foreign investors should consult their tax
advisors with respect to United States tax consequences of ownership of Units.
Units in the Trust and Trust distributions may also be subject to state and
local taxation and Unitholders should consult their tax advisors 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.
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. A portion of the Public Offering
Price includes an amount of Securities to pay for all or a portion of the costs
incurred in establishing the Trust. These costs include the cost 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 Trust portfolio, legal fees and the initial fees and
expenses of the Trustee. These costs will be deducted from the Trust as of the
end of the initial offering period or six months after the Initial Date of
Deposit.
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<PAGE>
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 ___% _____%
10,000-24,999 ___ _____
25,000-49,999 ___ _____
50,000-99,999 ___ _____
100,000 or more ___ _____
<FN>
- --------------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor.
</FN>
</TABLE>
An investor may aggregate purchases of Units of the Trust for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trust by the same
person on any one day from any one dealer. Additionally, Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed, for purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
A purchaser desiring to purchase during a 13 month period $500,000 or more of
any combination of series of Ranson Unit Investment Trusts may qualify for a
reduced sales charge by signing a nonbinding Letter of Intent with any single
broker-dealer. After signing a Letter of Intent, at the date total purchases,
less redemptions, of units of any combination of series of Ranson Unit
Investment Trusts by a purchaser (including units purchased in the name of the
spouse of a purchaser or in the name of a child of such purchaser under 21 years
of age) exceed $500,000, the selling broker-dealer, bank or other will credit
the unitholder with cash as a retroactive reduction of the sales charge on such
units equal to the amount which would have been paid for the total aggregated
sale amount. If a purchaser does not complete the required purchases under the
Letter of Intent within the 13 month period, no such retroactive sales charge
reduction shall be made. To qualify as a purchase under a Letter of Intent each
purchase of units of Ranson Unit Investment Trusts must equal or exceed
$100,000.
Units may be purchased in the primary or secondary market by officers, directors
and employees of the Sponsor and its affiliates and registered representatives
of selling firms and members of their immediate family (including spouse,
children and parents) without a sales charge. Investors may purchase Units at
the Public Offering Price less concession the Sponsor allows to broker-dealers
through registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees for
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<PAGE>
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 Ranson equity unit
investment trust may utilize their redemption or termination proceeds to
purchase Units of the Trust subject to a reduced sales charge of 3% of the
Public Offering Price (3.093% of the net amount invested).
Unitholders of unaffiliated unit investment trusts having an investment strategy
similar to the investment strategy of the Trust may utilize proceeds received
upon termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trust subject to a reduced sales
charge of 3% of the Public Offering Price (3.093% of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities prepared by the Trustee.
After the opening of business on the Initial Date of Deposit, the Evaluator will
appraise or cause to be appraised daily the value of the underlying Securities
as of the Evaluation Time on days the New York Stock Exchange is open and will
adjust the Public Offering Price of the Units commensurate with such valuation.
Such Public Offering Price will be effective for all orders received at or prior
to the close of trading on the New York Stock Exchange on each such day. Orders
received by the Trustee, Sponsor or any dealer for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price.
The value of the Securities is determined on each business day by the Evaluator
based on the closing sale prices on a national securities exchange or The Nasdaq
National Market or by taking into account the same factors referred to under
"Redemption-Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units (25
Units for tax-deferred retirement plans and Uniform Gifts to Minors Act
purchases).
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
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<PAGE>
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 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>
REGULAR
CONCESSION OR
AGENCY
NUMBER OF UNITS* COMMISSION
---------------- -------------
<S> <C>
Less than 10,000 _____%
10,000 but less than 25,000 _____
25,000 but less than 50,000 _____
50,000 but less than 100,000 _____
100,000 or more _____
<FN>
- --------------------
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
</FN>
</TABLE>
In addition, volume concessions will be allowed as described in the table below.
These volume concessions will be paid to a selling firm based on aggregate sales
of all primary Ranson indexed equity unit investment trust (currently Nasdaq-100
Index Trust, S&P Midcap 400 Index Trust; S&P Largecap 100 Index Trust and S&P
REIT Index Trust ) by the firm during a single calendar month.
16
<PAGE>
<TABLE>
<CAPTION>
Aggregate Unit Sales Additional Volume Concession
-------------------- ----------------------------
<S> <C>
$500,000 - $999,999 .10%
$1,000,000 - $1,999,999 .15%
$2,000,000 - $3,999,999 .20%
$4,000,000 - $5,999,999 .25%
$6,000,000 - $9,999,999 .30%
$10,000,000 - $14,999,999 .35%
$15,000,000 - $19,999,999 .40%
$20,000,000 - $49,999,999 .45%
$50,000,000 or more .50%
</TABLE>
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, the Sponsor may 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 closing sale prices of the
Securities. While the Sponsor may repurchase Units from time to time, it does
not currently intend to maintain an active secondary market for Units. To the
extent that a market is maintained during the initial offering period, the
prices at which Units will be repurchased will be based upon the aggregate
closing sale prices of the Securities in the Trust. Accordingly, Unitholders
who wish to dispose of their Units should inquire of their broker as to current
market prices in order to determine whether there is in existence any price in
excess of the Redemption Price and, if so, the amount thereof. Unitholders who
sell or redeem Units prior to such time as the entire deferred sales charge on
such Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of such sale or redemption. The offering
price of any Units resold by the Sponsor will be in accord with that described
in the currently effective prospectus describing such Units. Any profit or loss
resulting from the resale of such Units will belong to the Sponsor. If the
Sponsor decides to maintain a secondary market it may suspend or discontinue
purchases of Units of the Trust if the supply of Units exceeds demand, or for
other business reasons.
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<PAGE>
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its Unit Investment Trust 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 $25,000 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.
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<PAGE>
Unitholders tendering Units for redemption may request a distribution in kind (a
"Distribution In Kind") from the Trustee in lieu of cash redemption A Unitholder
may request a Distribution In Kind of an amount and value of Securities per Unit
equal to the Redemption Price per Unit as determined as of the evaluation time
next following the tender, provided that the tendering Unitholder is (1)
entitled to receive at least $1,000,000 of proceeds as part of his or her
distribution or if he paid at least $1,000,000 to acquire the Units being
tendered and (2) the Unitholder has elected to redeem at least thirty days prior
to the termination of the Trust. If the Unitholder meets these requirements, a
Distribution In Kind will be made by the Trustee through the distribution of
each of the Securities of the Trust in book entry form to the account of the
Unitholder's bank or broker-dealer at Depositor Trust Company. The tendering
Unitholder shall be entitled to receive whole shares of each of the Securities
comprising the portfolio of the Trust and cash from the Capital Account equal to
the fractional shares to which the tendering Unitholder is entitled. The
Trustee shall make any adjustments necessary to reflect differences between the
Redemption Price of the Units and the value of the Securities distributed in
kind as of the date of tender. If funds in the Capital Account are insufficient
to cover the required cash distribution to the tendering Unitholder, the Trustee
may sell Securities. The in kind redemption option may be terminated by the
Sponsor at any time.
To the extent that Securities are sold, the size and diversity of the Trust will
be reduced but each remaining Unit will continue to represent approximately the
same proportional interest in each Security. Sales may be required at a time
when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities. 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. During the
initial offering period, the redemption price and the secondary market
repurchase price will also include estimated organizational and offering costs.
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
19
<PAGE>
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
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
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<PAGE>
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.
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
21
<PAGE>
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 Scudder 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 Scudder Kemper advised mutual funds
generally will differ significantly from those of the Trust, Unitholders should
carefully consider the consequences before selecting such mutual funds for
reinvestment. Detailed information with respect to the investment objectives
and the management of such mutual funds is contained in their respective
prospectuses, which can be obtained from the Sponsor upon request. An investor
should read the prospectus of the reinvestment fund selected prior to making the
election to reinvest. Unitholders who desire to have such distributions
automatically reinvested should inform their broker at the time of purchase or
should file with the Program Agent referred to below a written notice of
election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit.
The accounts of the Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless the
Sponsor determines that such an audit would not be in the best interest of the
Unitholders. The accountants' report will be furnished by the Trustee to any
Unitholder upon written request. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person who at any
time during the calendar year was a Unitholder of the Trust a statement,
covering the calendar year, setting forth:
22
<PAGE>
(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
actively managed
23
<PAGE>
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 generally 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
24
<PAGE>
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder. Such books and records shall
be open to inspection by any Unitholder at all reasonable times during usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation. The Trustee shall keep a certified copy or duplicate original of
the Trust Agreement on file in its office available for inspection at all
reasonable times during usual business hours by any Unitholder, together with a
current list of the Securities held in the Trust. Pursuant to the Trust
Agreement, the Trustee may employ one or more agents for the purpose of custody
and safeguarding of Securities comprising the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. If the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
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
25
<PAGE>
was originally organized in Kansas in 1935. During its history, Ranson &
Associates, Inc. and its predecessors have been active in public and corporate
finance and have sold bonds and unit investment trusts and maintained secondary
market activities relating thereto. At present, Ranson & Associates, Inc.,
which is a member of the National Association of Securities Dealers, Inc., is
the Sponsor to each of the above-named unit investment trusts and serves as the
financial advisor and as an underwriter for Kansas municipalities. The
Sponsor's offices are located at 250 North Rock Road, Suite 150, Wichita, Kansas
67206-2241.
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trust as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust. More comprehensive financial information
can be obtained upon request from the Sponsor.
THE EVALUATOR. Ranson & Associates, Inc., the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement may also be amended in any respect by the
Sponsor and the Trustee, or any of the provisions thereof may be waived, with
the consent of the holders of Units representing 66 2/3% of the Units then
outstanding of the Trust, provided that no such amendment or waiver will reduce
the interest of any Unitholder thereof without the consent of such Unitholder or
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.
26
<PAGE>
The Trust Agreement provides that the Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust but in no event is it to continue beyond the Mandatory Termination
Date set forth under "Essential Information." If the value of the Trust shall be
less than the applicable minimum value stated under "Essential Information" (40%
of the aggregate value of the Securities-based on the value at the date of
deposit of such Securities into the Trust), the Trustee may, in its discretion,
and shall, when so directed by the Sponsor, terminate the Trust. The Trust may
be terminated at any time by the holders of Units representing 66 2/3% of the
Units thereof then outstanding. In addition, the Sponsor may terminate the
Trust if the Index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the 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,
27
<PAGE>
Unitholders may be given the opportunity to purchase such units at a public
offering price which includes a reduced sales charge. There is, however, no
assurance that units of any new series of the Trust will be offered for sale at
that time, or if offered, that there will be sufficient units available for sale
to meet the requests of any or all Unitholders.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or upon the interest thereof. In addition, the Trust
Agreement contains other customary provisions limiting the liability of the
Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any, related
to the deposit of Securities in the Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year. The Trustee's fee which is calculated monthly is
based on the largest number of Units of the Trust outstanding during the
calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee
28
<PAGE>
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 MidCap 400 Index."
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."
29
<PAGE>
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to federal
tax law have been passed upon by Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT AUDITORS
The statement of financial condition, 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.
--------------------
30
<PAGE>
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUST, SERIES 76
We have audited the accompanying statement of financial condition, including the
Trust portfolio, of Ranson Unit Investment Trusts, Series 76, as of the opening
of business on February 18, 1999, the Initial Date of Deposit. The statement of
financial condition is the responsibility of the Sponsor. Our responsibility is
to express an opinion on the statement of financial condition 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 financial condition is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of financial condition. Our
procedures included confirmation of cash, a letter of credit deposited, or the
purchase of 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 financial
condition presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the statement of financial condition referred to above presents
fairly, in all material respects, the financial position of Ranson Unit
Investment Trusts, Series 76 as of February 18, 1999, in conformity with
generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
February 18, 1999
31
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
STATEMENT OF FINANCIAL CONDITION
AT THE OPENING OF BUSINESS ON FEBRUARY 18, 1999, THE INITIAL DATE OF DEPOSIT
<S> <C>
TRUST PROPERTY
S&P MidCap
400 Trust
Contracts to purchase Securities (1) (2) $_________
Total $
==========
NUMBER OF UNITS
==========
LIABILITY AND INTEREST OF UNITHOLDERS
Liability-
Organizational costs (3) $_________
Interest of Unitholders-
Cost to investors (4) _________
Less: Gross underwriting commission and organizational costs (3) (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) A portion of the Public Offering Price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing and offering
the Trust. The amount of these costs is set forth under "Essential
Information." A distribution will be made as of the close of the initial
offering period or six months after the Initial Date of Deposit to an
account maintained by the Trustee from which this obligation of the
investors will be satisfied.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
</FN>
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1
PORTFOLIO AS OF FEBRUARY 18, 1999
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 76
S&P MIDCAP 400 INDEX TRUST, SERIES 1-Continued
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
</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 February 17, 1999 and all have expected settlement dates
of January 25, 1999 (see "The Trust Fund"). The 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: $1,369,638; Profit (Loss)
to Sponsor: ($3,594).
(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."
45
<PAGE>
<TABLE>
<CAPTION>
Contents Page
<S> <C>
ESSENTIAL INFORMATION 2
THE TRUST FUND 4
THE TRUST PORTFOLIO 5
THE S&P MIDCAP 400 INDEX 7
RISK FACTORS 9
FEDERAL TAX STATUS 10
PUBLIC OFFERING OF UNITS 13
Public Offering Price 13
Public Distribution of Units 15
Sponsor Profits 17
MARKET FOR UNITS 17
REDEMPTION 18
General 18
Computation of Redemption Price 19
RETIREMENT PLANS 20
UNITHOLDERS 20
Ownership of Units 20
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 28
EXPENSES OF THE TRUST 28
LEGAL OPINIONS 30
INDEPENDENT AUDITORS 30
REPORT OF INDEPENDENT AUDITORS 31
STATEMENT OF FINANCIAL CONDITION 32
PORTFOLIO 33
NOTES TO PORTFOLIO 45
</TABLE>
<PAGE>
- --------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- --------------------
SERIES 1
----------------------------
PROSPECTUS FEBRUARY 18, 1999
----------------------------
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet
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).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus (to be filed by amendment).
3.2. Opinion of counsel to the Sponsor as to the tax status of the securities
being registered (to be filed by amendment).
4.1. Consent of Independent Auditors (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 76, 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 16th day of
February 1999.
Ranson Unit Investment Trusts,
Series 76, 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 February 10, 1999 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
