REGISTRATION NO. 333-76525
CIK# 910948
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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 80
B. NAME OF DEPOSITOR:
RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206-2241
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
ALEX R. MEITZNER MARK J. KNEEDY
Ranson & Associates, Inc. c/o Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206-2241 Chicago, Illinois 60603
E. TITLE OF SECURITIES BEING REGISTERED: Units of Beneficial Interest
E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date
of the Registration Statement.
_
|X| Check box if it is proposed that this filing will become effective at
2:00 P.M. on April 22, 1999 pursuant to paragraph (b) of Rule 487.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 80
S&P LargeCap 100 Index Trust, Series 3-D seeks to increase the value of your
investment by investing in a portfolio of the stocks of companies in the
Standard & Poor's LargeCap 100 Index. Of course, we cannot guarantee that the
Trust will achieve its objective.
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.
April 22, 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 80
ESSENTIAL INFORMATION
AS OF APRIL 21, 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 100
LargeCap Trust
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<S> <C>
Cusip (Cash) 753268879
Cusip (Reinvest) 753268887
Number of Units (1) 29,456
Fractional Undivided Interest per Unit (1) 1/29,456
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ 291,613
Aggregate Value of Securities per Unit $ 9.900
Plus Total Sales Charge (3) $ .350
Less Deferred Sales Charge per Unit $ (.250)
Public Offering Price per Unit (4) $ 10.000
Redemption Price per Unit $ 9.650
Excess of Public Offering Price per Unit over Redemption Price per Unit $ .350
Estimated Organizational Expense per Unit (5) $ .015
<S> <C>
Minimum Value of Trust under which Trust Agreement The Trust may be terminated if the value thereof is
may be Terminated less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during
the initial offering period.
Mandatory Termination Date April 30, 2002
Supervisor's Annual Surveillance Fee Maximum of $.003 per Unit
Evaluator's Annual Evaluation Fee Maximum of $.003 per Unit
Trustee's Annual Fee $.009 per Unit
Evaluation Time 3:15 p.m. Central Time
Record and Computation Dates (6) FIRST day of January, April, July and October
Distribution Dates (6) 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.
(3) The total sales charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is equal to the difference between
the maximum sales charge and the deferred sales charge. The maximum sales
charge is equal to 3.50% of the Public Offering Price per Unit. The deferred
sales charge is equal to $0.250 per Unit.
(4) 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.
(5) 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).
(6) Distributions from the Capital Account and capital gains distributions, if
any, will normally be made in December, as required.
</TABLE>
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<PAGE>
FEE TABLE
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in the Trust will bear directly or indirectly. See
"Public Offering of Units" and "Expenses of the Trust." Although the Trust is a
unit investment trust rather than a mutual fund and may have a term of less than
the periods indicated, this information is presented to permit a comparison of
fees.
<TABLE>
<CAPTION
Amount Per
Unit
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF OFFERING PRICE)
Initial Sales Charge (1) 1.00% $0.100(1)
Deferred Sales Charge (2) 2.50% 0.250
----- ------
Total Sales Charge 3.50% $0.350
===== ======
ESTIMATED ORGANIZATIONAL EXPENSE PER UNIT (3) .150% $ .015
===== ======
ESTIMATED ANNUAL OPERATING EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF NET ASSETS)
Trustee's Fee .090% $ .009
Portfolio Evaluation Fees .030% .003
Surveillance Fee .030% .003
----- ------
Total .150% $ .015
===== ======
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE
Cumulative Expenses Paid for Period of:
----------------------------------------
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment
assuming the applicable sales charges and the estimated expenses
set forth above, a 5% annual return and redemption at the end of
each time period $38 $41 N/A N/A
</TABLE>
The example utilizes a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. The example should
not be considered a representation of past or future expenses or annual rate of
return; the actual expenses and annual rate of return may be more or less than
those assumed for purposes of the example.
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(1) The Initial Sales Charge is equal to the difference between the maximum
sales charge and the deferred sales charge.
(2) The actual Deferred Sales Charge for the Trust is $0.25 per Unit,
irrespective of purchase or redemption price deducted on a monthly basis
commencing October 22, 1999 through January 22, 2000 (and is paid to the
Sponsor on a monthly basis commencing November 1999). If the Unit price
exceeds $10.00 per Unit, the Deferred Sales Charge will be less than the
percentage set forth above. If the Unit price is less than $10.00 per Unit,
the Deferred Sales Charge will exceed the percentage set forth above. Units
purchased subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and any remaining deferred sales charge
payments.
(3) Unitholders will bear all or a portion of the expenses incurred in
establishing and offering the Trust. The Trustee will deduct the actual
amount of these expenses from the Trust at the end of the initial offering
period.
THE TRUST FUND
Ranson Unit Investment Trusts, Series 80 (the "Fund") includes one underlying
unit investment trust designated as S&P LargeCap 100 Index Trust, Series 3-D
(the "Trust"). The Fund was created under the laws of the State of New York
pursuant to a trust indenture (the "Trust Agreement") dated the date of this
prospectus (the "Initial Date of Deposit") between Ranson & Associates, Inc.
(the "Sponsor") and The Bank of New York (the "Trustee").*
The S&P LargeCap 100 Index Trust contains common stocks issued by substantially
all of the companies which comprise the S&P LargeCap 100 Index. As used herein,
the term "Securities" means the common stocks (including contracts for the
purchase thereof) initially deposited in the Trust and described in the
portfolio and any additional common stocks acquired and held by the Trust
pursuant to the provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. The Sponsor
will seek to create an initial portfolio that substantially replicates the
Index, however, this initial deposit into the Trust may consist of an equal
number of shares of each of the stocks which comprise the Index. See
"Portfolio." 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
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* Reference is made to the Trust Agreement and any statement contained herein is
qualified in its entirety by the provisions of the Trust Agreement.
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<PAGE>
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 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 may purchase shares of the Securities in
round lot quantities, (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."
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<PAGE>
THE TRUST PORTFOLIO
The Trust portfolio will consist of as many of the S&P LargeCap 100 Index stocks
as is feasible in order to achieve the Trust's objective of attempting to
provide investment results that duplicate substantially the total return of the
S&P LargeCap 100 Index. Following the Initial Adjustment Period, the Trust is
expected to be invested in no less than 95% of the stocks comprising the Index.
Although it may be impracticable for the Trust to own certain of such stocks at
any time, the Sponsor expects to maintain a correlation between the performance
of the Trust portfolio and that of the Index of between .97 and .99 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
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 LargeCap 100 Index, adjustments to
the Trust portfolio may be made from time to time. It is anticipated that most
of such changes in the S&P LargeCap 100 Index will occur as a result of merger
or acquisition activity. In such cases, the Trust, as a shareholder of an
issuer which is the object of such merger or acquisition activity, will
presumably receive various offers from potential acquirers of the issuer. The
Trustee is not permitted to 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 may purchase or sell 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
7
<PAGE>
the advisability of investing in an index investment or unit investment trusts
generally or in the Trust specifically or the ability of the Index to track
general stock market performance.
Although there can be no assurance that such Securities will appreciate in value
over the life of the Trust, over time stock investments have generally out-
performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors-Certain Investment Considerations"),
and past performance is no guarantee of future results.
THE S&P 100 INDEX
The S&P 100 Index is a capitalization-weighted index based on 100 highly
capitalized stocks for which options are listed on the Chicago Board Options
Exchange. As of April 21, 1999, the S&P 100 Index was comprised of the
following industry sectors: Technology (28.3%), Consumer-Non Cyclical (18.3%),
Financial (14.5%), Consumer-Cyclical (11.1%), Industrial (9.6%), Energy (7.4%),
Utilities (7.6%), and Basic Materials (3.2%). As of April 21, 1999, the
companies in the S&P 100 Index were listed on the following stock exchanges in
the amounts indicated: New York Stock Exchange (84.5%) and Nasdaq National
Market (15.5%). At present, the mean market capitalization of the companies in
the S&P 100 Index is approximately $52.4 billion with a total market value of
$5.2 trillion.
The following table depicts the Year-End Index Value for the S&P 100 Index from
December 31, 1987 to March 31, 1999. Investors should note that the table
represents past performance of the S&P 100 Index and not the past or future
performance of the Trust (which includes certain fees and expenses). Past
performance is, of course, no guarantee of future results. Stock prices
fluctuated widely during the period and were higher at the end than at the
beginning. The results shown should not be considered as a representation of
the income yield or capital gain or loss which may be generated by the S&P 100
Index in the future.
<TABLE>
<CAPTION>
Change in
Year-End Index
Year-End Index Value* For Year
- -------- ------------ ---------
<S> <C> <C>
1987 119.13
1988 131.93 10.74%
1989 164.68 24.82%
1990 155.22 -5.74%
1991 192.78 24.20%
1992 198.32 2.87%
1993 214.73 8.27%
1994 214.32 -0.19%
1995 292.96 36.69%
1996 359.99 22.88%
1997 459.94 27.76%
1998 604.03 31.33%
1999 (through 3/31/99) 646.59 7.05%
<FN>
- --------------------
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<PAGE>
* Source: Standard & Poor's. The Index was developed with a base value of 50 as
of January 2, 1976. As of November 24, 1997, the index split 2-for-1.
</TABLE>
The weightings of stocks in the S&P LargeCap 100 Index are primarily based on
each stock's relative total market value; that is, its market price per share
times the number of shares outstanding. Stocks are generally selected for the
portfolio in the order of their weightings in the S&P LargeCap 100 Index,
beginning with the heaviest-weighted stocks. It is anticipated that at the end
of the Initial Adjustment Period, the percentage of the Trust's assets invested
in each stock will be approximately the same as the percentage it represents in
the S&P LargeCap 100 Index.
The Trust has entered into a license agreement with Standard & Poor's (the
"License Agreement"), under which the Trust is granted licenses to use the
trademark and tradename "S&P 100" and other trademarks and tradenames, to the
extent the Sponsor deems appropriate and desirable under federal and state
securities laws to indicate the source of the index as a basis for determining
the composition of the Trust's portfolio. As consideration for the grant of the
license, the Trust will pay to Standard & Poor's an annual fee equal to .02% of
the average net asset value of the Trust (or, if greater, $10,000). The License
Agreement permits the Trust to substitute another index for the S&P LargeCap 100
Index in the event that Standard & Poor's ceases to compile and publish that
index. In addition, if the index ceases to be compiled or made available or the
anticipated correlation between the Trust and the index is not maintained, the
Sponsor may direct that the Trust continue to be operated using the S&P LargeCap
100 Index as it existed on the last date on which it was available or may direct
that the Trust Agreement be terminated (see "Administration of the Trust-
Amendment and Termination").
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 LargeCap 100 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by Standard & Poor's
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of the Trust or any member of the public regarding the advisability of
investing in securities generally or in the Trust particularly or the ability of
the S&P LargeCap 100 Index to track general stock market performance. S&P's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of S&P and of the S&P LargeCap 100 Index which is determined,
composed and calculated by S&P without regard to the Licensee or the Trust. S&P
has no obligation to take the needs of the Licensee or the owners of the Trust
into consideration in determining, composing or calculating the S&P LargeCap 100
Index. S&P is not responsible for and has not participated in the determination
of the prices and amount of the Trust or the timing of the issuance or sale of
the Trust or in the determination or calculation of the equation by which the
Trust is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Trust.
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<PAGE>
S&P does not guarantee the accuracy and/or the completeness of the S&P LargeCap
100 Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by the Sponsor, the Trust, any person or
any entity from the use of the S&P LargeCap 100 Index or any data included
therein. S&P makes no express or implied warranties, and expressly disclaims
all warranties of merchantability or fitness for a particular purpose or use,
with respect to the S&P LargeCap 100 Index or any data included therein.
Without limiting any of the foregoing, in no event shall S&P have any liability
for any special, punitive, indirect, or consequential damages (including lost
profits), even if notified of the possibility of such damages. "Standard &
Poor's(Registered Trademark)", "S&P(Registered Trademark)", "S&P LargeCap 100
Index" and "Standard & Poor's LargeCap 100" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by the Trust. The Trust is not
sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's
makes no representation regarding the advisability of investing in the Trust.
RISK FACTORS
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.
TECHNOLOGY ISSUERS. The Trust invests in a significant number of issuers within
the technology industry. Accordingly, you should understand the characteristics
of the technology industry and the risks involved before you invest. Technology
companies face risks related to rapidly changing technology, rapid product
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<PAGE>
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. An unexpected change in technology can have a
significant negative impact on a company. The failure of a company to introduce
new products or technologies or keep pace with rapidly changing technology, can
have a negative impact on the company's results. Technology stocks tend to
experience substantial price volatility and speculative trading. Announcements
about new products, technologies, operating results or marketing alliances can
cause stock prices to fluctuate dramatically. At times, however, extreme price
and volume fluctuations are unrelated to the operating performance of a company.
This can impact your ability to redeem your Units at a price equal to or greater
than what you paid.
The market for certain products may have only recently begun to develop, is
rapidly evolving or is characterized by increasing suppliers. Key components of
some technology products are available only from limited sources. This can
impact the cost of and ability to acquire these components. Some technology
companies serve highly concentrated customer bases with a limited number of
large customers. Any failure to meet the standard of these customers can result
in a significant loss or reduction in sales. Many products and technologies are
incorporated into other products. As a result, some companies are highly
dependent on the performance of other technology companies. We cannot guarantee
that these customers will continue to place additional orders or will place
orders in similar quantities as in the past.
CONSUMER PRODUCTS COMPANIES. The Trust invests in a significant number of
issuers within the consumer goods industry. Any negative impact on this
industry will have a greater impact on the value of Units than on a portfolio
diversified over several industries. These companies generally include
companies in the consumer cyclicals and consumer non-cyclicals sectors. You
should understand the risks of these companies before you invest. These
companies face risks due to cyclicality of revenues and earnings, changing
consumer demands, regulatory restrictions, products liability litigation,
extensive competition, foreign tariffs, foreign exchange rates, transportation
costs, the cost of raw materials, unfunded pension fund liabilities and employee
and retiree benefit costs and financial deterioration resulting from leveraged
buy-outs, takeovers or acquisitions. Because the economic health of consumers
greatly impacts these companies, recession or tightening of consumer credit or
spending could adversely affect these issuers. Pharmaceutical companies face
additional risks such as extensive governmental regulation, lengthy governmental
drug review processes and substantial research and development costs. The
failure to obtain government approval or successful test results for a drug
could have a substantial negative impact on a company. All of these factors can
have a negative impact on the value of your Units.
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.
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<PAGE>
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
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.
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<PAGE>
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 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
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<PAGE>
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 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.
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<PAGE>
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 in the Trust and includes the initial sales
charge plus a pro rata share of any accumulated dividends in the Income Account
of the Trust. The initial sales charge is equal to the difference between the
maximum sales charge and the remaining deferred sales charge. The maximum sales
charge is equal to 3.50% of the Public Offering Price per Unit (3.535% of the
net amount invested). The deferred sales charge is equal to $0.25 per Unit.
The deferred sales charge will accrue daily beginning on October 22, 1999 and
ending on January 22, 2000. Unitholders purchasing Units after the initial
deferred sales charge payment will be subject to the initial sales charge and
any remaining deferred sales charge payments. Beginning on January 22, 2000,
Units are offered at the secondary market Public Offering Price (which is based
on the aggregate underlying value of the Securities in the Trust and includes
only an initial sales charge of 3.50% of the Public Offering Price which charge
is equivalent to 3.535% 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.
The sales charge per Unit in both the primary and secondary market will be
reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------
PERCENT OF PERCENT OF NET
NUMBER OF UNITS* OFFERING PRICE AMOUNT INVESTED
- ---------------- -------------- ---------------
<S> <C> <C>
Less than 10,000 3.500% 3.535%
10,000-24,999 3.250 3.232
25,000-49,999 3.000 3.030
50,000-99,999 2.750 2.778
100,000 or more 2.500 2.525
<FN>
- --------------------
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor.
</TABLE>
15
<PAGE>
An investor may aggregate purchases of Units of the Trust for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trust by the same
person on any one day from any one dealer. Additionally, Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed, for purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
For purposes of calculating the applicable sales charge, purchasers who have
indicated their intent to purchase a specified amount of Units of any Ranson
sponsored unit investment trust in the primary offering period by executing and
delivering a letter of intent to the Sponsor, which letter of intent must be in
a form acceptable to the Sponsor and shall have a maximum duration of thirteen
months, will be eligible to receive a reduced sales charge according to the
following tables based on the amount of intended aggregate purchases as
expressed in the letter of intent. A Unitholder who purchases Units during the
letter of intent period in excess of the number of Units specified in a
Unitholders letter of intent, the amount of which would cause the Unitholder to
be eligible to receive an additional sales charge reduction, will be allowed
such additional sales charge reduction on the purchase of Units which caused the
Unitholder to reach such new breakpoint level on all additional purchases of
Units during the letter of intent period. If the total purchases are less than
the amount specified, the Unitholder involved must pay the Sponsor an amount
equal to the difference between the amount paid for these purchases and the
amounts which would have been paid if the higher sales charge had been applied;
the Unitholder will, however, be entitled to any reduced sales charge qualified
for by reaching any lower breakpoint level.
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
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 only to the deferred sales charge described
herein.
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 only to the deferred
sales charge described herein.
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
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<PAGE>
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 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
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<PAGE>
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 2.50%
10,000 but less than 25,000 2.25
25,000 but less than 50,000 2.00
50,000 but less than 100,000 1.75
100,000 or more 1.50
<FN>
- --------------------
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
</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 trusts by the firm during a
single calendar month.
<TABLE>
<CAPTION>
Aggregate Unit Sales Additional Volume Concession
-------------------- ----------------------------
<S> <C>
$500,000 - $ 999,999 .10%
$1,000,000 - $ 1,999,999 .15%
$2,000,000 - $ 3,999,999 .20%
$4,000,000 - $ 5,999,999 .25%
$6,000,000 - $ 9,999,999 .30%
$10,000,000 - $14,999,999 .35%
$15,000,000 - $19,999,999 .40%
$20,000,000 - $49,999,999 .45%
$50,000,000 or more .50%
</TABLE>
The Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
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<PAGE>
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units as stated under "Public
Offering Price." In addition, the Sponsor may realize a profit (or sustain a
loss) as of the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities to the Sponsor and the cost of such
Securities to the Trust, which is based on the evaluation of the Securities on
the Initial Date of Deposit. Thereafter, on subsequent deposits the Sponsor may
realize profits or sustain losses from such deposits. See "Portfolio." The
Sponsor may realize additional profits or losses during the initial offering
period on unsold Units as a result of changes in the daily market value of the
Securities.
MARKET FOR UNITS
After the initial offering period, 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.
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
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<PAGE>
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.
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.
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<PAGE>
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 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
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<PAGE>
minimum investment requirement for IRA accounts. The minimum investment is $250
for tax-deferred plans such as IRA accounts. Fees and charges with respect to
such plans may vary.
The Trustee has agreed to act as custodian for certain retirement plan accounts.
An annual fee of $12.00 per account, if not paid separately, will be assessed by
the Trustee and paid through the liquidation of shares of the reinvestment
account. An individual wishing the Trustee to act as custodian must complete a
Ranson UIT/IRA application and forward it along with a check made payable to The
Bank of New York. Certificates for Individual Retirement Accounts cannot be
issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trust will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption-General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the minimum
investment requirement of 100 Units or $1,000. Fractions of Units, if any, will
be computed to three decimal places. Any certificate issued will be numbered
serially for identification, issued in fully registered form and will be
transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer or
interchange. The Trustee at the present time does not intend to charge for the
normal transfer or interchange of certificates. Destroyed, stolen, mutilated or
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
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<PAGE>
Account. The Trustee shall be required to make a distribution from the Capital
Account if the cash balance on deposit therein available for distribution shall
be sufficient to distribute at least $1.00 per 100 Units. The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds). The Trustee is authorized to reinvest any funds held in the Capital or
Income Accounts, pending distribution, in U.S. Treasury obligations which mature
on or before the next applicable distribution date. Any obligations so acquired
must be held until they mature and proceeds therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of Units, and thereby a Unitholder of record, on the date of settlement provided
payment has been received. Notification to the Trustee of the transfer of Units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of the Trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of the
Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of the Trust such amounts as may be necessary to
cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of the Trust without a sales charge. In
addition, Unitholders may elect to have distributions of capital (including
capital gains, if any) or dividends or both automatically invested without
charge in shares of any one of several front-end load mutual funds underwritten
or advised by 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.
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<PAGE>
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit.
The accounts of the Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless the
Sponsor determines that such an audit would not be in the best interest of the
Unitholders. The accountants' report will be furnished by the Trustee to any
Unitholder upon written request. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person who at any
time during the calendar year was a Unitholder of the Trust a statement,
covering the calendar year, setting forth:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of the Trust and
for redemptions of Units, if any; and
(3) The balance remaining after such distributions and deductions, expressed
in each case both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any Securities and the net proceeds received
therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of the
Trust held for distribution to Unitholders of record as of a date prior to
the determination; and
(3) The balance remaining after such distributions and deductions expressed
both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such
calendar year; and
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<PAGE>
(C) The following information:
(1) A list of the Securities as of the last business day of such calendar
year;
(2) The number of Units outstanding on the last business day of such calendar
year;
(3) The Redemption Price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the Income
and Capital Accounts separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on the Record Dates for
each such distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust.
No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.
INVESTMENT SUPERVISION
The Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from the portfolio.
As a general rule, the only purchases and sales that will be made with respect
to the Trust's portfolio will be those necessary to maintain, to the extent
feasible, a portfolio which reflects the current components of the Index, taking
into consideration redemptions, sales of additional Units and the other
adjustments referred to elsewhere in this prospectus. See "Trust Portfolio."
Such purchases and sales will 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
25
<PAGE>
exchange for Securities such as those acquired in connection with a
reorganization, recapitalization, merger or other transaction, the Trustee is
directed to sell such securities or other property and reinvest the proceeds in
shares of the Security for which such securities or other property relates, or
if such Security is thereafter removed from the Index, in any new security which
is added as a component of the Index. In addition, the Sponsor will instruct
the Trustee to dispose of certain Securities and to take such further action as
may be needed from time to time to ensure that the Trust continues to satisfy
the qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue Code,
and as may be needed from time to time to avoid the imposition of any excise tax
on the Trust as a regulated investment company.
Proceeds from the sale of Securities (or any securities or other property
received by the Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
stated under "The Trust Fund" for failed securities and as provided herein, the
acquisition by the Trust of any securities other than the Securities is
prohibited. The Trustee may sell Securities, designated by the Sponsor, from
the Trust for the purpose of redeeming Units tendered for redemption and the
payment of expenses.
ADMINISTRATION OF THE TRUST
THE TRUSTEE. The Trustee is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its Unit Investment Trust
Division offices at 101 Barclay Street, New York, New York 10286, telephone 1-
800-701-8178. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of Governors
of the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
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.
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The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. If the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
THE SPONSOR. Ranson & Associates, Inc., the Sponsor of the Trust, is an
investment banking firm created in 1995 by a number of former owners and
employees of Ranson Capital Corporation. On November 26, 1996, Ranson &
Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates, Inc. is the successor
sponsor to unit investment trusts formerly sponsored by EVEREN Unit Investment
Trusts, a service of EVEREN Securities, Inc. Ranson & Associates, Inc., is also
the sponsor and successor sponsor of Series of The Kansas Tax-Exempt Trust and
Multi-State Series of The Ranson Municipal Trust. Ranson & Associates, Inc. is
the successor to a series of companies, of first of which was originally
organized in Kansas in 1935. During its history, Ranson & Associates, Inc. and
its predecessors have been active in public and corporate finance and have sold
bonds and unit investment trusts and maintained secondary market activities
relating thereto. At present, Ranson & Associates, Inc., which is a member of
the National Association of Securities Dealers, Inc., is the Sponsor to each of
the above-named unit investment trusts and serves as the financial advisor and
as an underwriter for Kansas municipalities. The Sponsor's offices are located
at 250 North Rock Road, Suite 150, Wichita, Kansas 67206-2241.
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
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.
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<PAGE>
THE EVALUATOR. Ranson & Associates, Inc., the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement may also be amended in any respect by the
Sponsor and the Trustee, or any of the provisions thereof may be waived, with
the consent of the holders of Units representing 66 2/3% of the Units then
outstanding of the Trust, provided that no such amendment or waiver will reduce
the interest of any Unitholder thereof without the consent of such Unitholder or
reduce the percentage of Units required to consent to any such amendment or
waiver without the consent of all Unitholders of the Trust. In no event shall
the Trust Agreement be amended to increase the number of Units issuable
thereunder or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in the Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Unitholders of the substance of any such amendment.
The Trust Agreement provides that the Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust but in no event is it to continue beyond the Mandatory Termination
Date set forth under "Essential Information." If the value of the Trust shall be
less than the applicable minimum value stated under "Essential Information" (40%
of the aggregate value of the Securities-based on the value at the date of
deposit of such Securities into the Trust), the Trustee may, in its discretion,
and shall, when so directed by the Sponsor, terminate the Trust. The Trust may
be terminated at any time by the holders of Units representing 66 2/3% of the
Units thereof then outstanding. In addition, the Sponsor may terminate the
Trust if the Index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
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
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on the liquidity of the Securities being sold. The liquidity of any Security
depends on the daily trading volume of the Security and the amount that the
Sponsor has available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the Mandatory Termination Date;
for less liquid Securities, on each of the first two days of the termination
proceedings, the Sponsor will generally sell any amount of any underlying
Securities at a price no less than 1/2 of one point under the last closing sale
price of those Securities. Thereafter, the price limit will increase to one
point under the last closing sale price. After four days, the Sponsor currently
intends to sell at least a fraction of the remaining underlying Securities, the
numerator of which is one and the denominator of which is the total number of
days remaining (including that day) in the termination proceedings without any
price restrictions. Of course, no assurances can be given that the market value
of the Securities will not be adversely affected during the termination
proceedings.
In the event of termination of the Trust, written notice thereof will be sent by
the Trustee to all Unitholders of the Trust. Within a reasonable period after
termination, the Trustee will sell any Securities remaining in the Trust and,
after paying all expenses and charges incurred by the Trust, will distribute to
Unitholders thereof (upon surrender for cancellation of certificates for Units,
if issued) their pro rata share of the balances remaining in the Income and
Capital Accounts of the Trust.
The Sponsor currently intends, but is not obligated, to offer for sale units of
a subsequent series of the Trust at approximately the time of the Mandatory
Termination Date. If the Sponsor does offer such units for sale, Unitholders
may be given the opportunity to purchase such units at a public offering price
which includes a reduced sales charge. There is, however, no assurance that
units of any new series of the Trust will be offered for sale at that time, or
if offered, that there will be sufficient units available for sale to meet the
requests of any or all Unitholders.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith.
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<PAGE>
The Trustee shall not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereof. In addition, the Trust Agreement contains other customary provisions
limiting the liability of the Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any, related
to the deposit of Securities in the Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year. The Trustee's fee which is calculated monthly is
based on the largest number of Units of the Trust outstanding during the
calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
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
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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 LargeCap 100 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."
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.
--------------------
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REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUST, SERIES 80
We have audited the accompanying statement of financial condition, including the
Trust portfolio, of Ranson Unit Investment Trusts, Series 80, as of the opening
of business on April 22, 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 80 as of April 22, 1999, in conformity with generally
accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
April 22, 1999
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<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 80
STATEMENT OF FINANCIAL CONDITION
AT THE OPENING OF BUSINESS ON APRIL 22, 1999, THE INITIAL DATE OF DEPOSIT
<S> <C>
TRUST PROPERTY
S&P LargeCap
100 Trust
---------
Contracts to purchase Securities (1) (2) $291,613
--------
Total $291,613
========
NUMBER OF UNITS 29,456
========
LIABILITY AND INTEREST OF UNITHOLDERS
Liability-
Organizational costs (3) $ 438
Deferred sales charge liability 7,365
--------
7,803
--------
Interest of Unitholders-
Cost to investors (4) 294,560
Less: Gross underwriting commission and organizational costs (3) (4) 10,750
--------
Net interest to Unitholders (1) (2) (4) 283,810
--------
Total $291,613
========
<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 or cash has been deposited with the Trustee
covering the funds (aggregating $291,850) necessary for the purchase of the
Securities in the Trust represented by purchase contracts.
(3) A portion of the Public Offering Price represents an amount sufficient to pay
for all or a portion of the costs incurred in establishing and offering the
Trust. The amount of these costs is set forth in the "Fee Table." A
distribution will be made as of the close of the initial offering period or
six months after the Initial Date of Deposit (whichever is earlier) to an
account maintained by the Trustee from which this obligation of the investors
will be satisfied.
(4) The aggregate cost to investors includes the applicable sales charge assuming
no reduction of sales charges for quantity purchases.
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 80
S&P LARGECAP 100 INDEX TRUST, SERIES 3-D
PORTFOLIO AS OF APRIL 22, 1999
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name(1) Shares Cost($)(1) Market Value(2)
- --------- ------ --------------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
1 MSFT Microsoft Corp. 50 4,100.00 7.89
2 GE General Electric 50 5,678.13 7.09
3 WMT Wal-Mart Stores 50 2,437.50 4.14
4 INTC Intel Corp. 50 2,921.88 3.70
5 T AT&T Corp. 50 2,850.00 3.63
6 XON Exxon Corp. 50 3,921.88 3.63
7 MRK Merck & Co. 50 3,793.75 3.42
8 CSCO Cisco Systems 50 5,396.88 3.29
9 C Citigroup Inc. 50 3,700.00 3.19
10 KO Coca Cola Co. 50 3,378.13 3.18
11 AIG American Int'l. Group 50 6,415.63 3.03
12 IBM International Bus. Machines 50 8,593.75 3.02
13 LU Lucent Technologies 50 2,956.25 2.98
14 JNJ Johnson & Johnson 50 5,037.50 2.58
15 PG Procter & Gamble 50 4,946.88 2.50
16 BAC BankAmerica Corp. 50 3,662.50 2.43
17 BMY Bristol-Myers Squibb 50 3,212.50 2.43
18 BEL Bell Atlantic 50 2,925.00 1.73
19 DD Du Pont (E.I.) 50 3,446.88 1.48
20 MOB Mobil Corp. 50 4,965.63 1.48
21 HWP Hewlett-Packard 50 3,756.25 1.45
22 AIT Ameritech 50 3,446.88 1.44
23 F Ford Motor 50 3,200.00 1.39
24 WFC Wells Fargo & Co. 50 2,121.88 1.33
25 DIS Walt Disney Co. 50 1,671.88 1.31
26 ONE Bank One Corp. 50 2,921.88 1.31
27 MCD McDonald's Corp. 50 2,268.75 1.17
28 AXP American Express 50 6,743.75 1.16
29 GM General Motors 50 4,453.13 1.11
30 PEP PepsiCo Inc. 50 1,946.88 1.10
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 80
S&P LARGECAP 100 INDEX TRUST, SERIES 3-D-CONTINUED
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name(1) Shares Cost($)(1) Market Value(2)
- --------- ------ --------------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
31 NT Northern Telecom 50 3,534.38 0.90
32 TXN Texas Instruments 50 5,437.50 0.81
33 XRX Xerox Corp. 50 3,006.25 0.76
34 BA Boeing Company 50 2,018.75 0.72
35 ORCL Oracle Corp. 50 1,206.25 0.66
36 MMM Minn. Mining & Mfg. 50 4,131.25 0.63
37 SLB Schlumberger Ltd. 50 3,018.75 0.63
38 MER Merrill Lynch 50 4,484.38 0.62
39 CBS CBS Corp. 50 2,178.13 0.59
40 UTX United Technologies 50 6,843.75 0.59
41 PNU Pharmacia & Upjohn, Inc. 50 2,981.25 0.58
42 CL Colgate-Palmolive 50 5,018.75 0.56
43 MTC Monsanto Company 50 2,140.63 0.51
44 USB U.S. Bancorp 50 1,821.88 0.50
45 ARC Atlantic Richfield 50 3,975.00 0.49
46 DOW Dow Chemical 50 5,684.38 0.48
47 EK Eastman Kodak 50 3,715.63 0.46
48 AA Alcoa Inc. 50 2,631.25 0.37
49 CPB Campbell Soup 50 2,200.00 0.37
50 AGC American General 50 3,781.25 0.36
51 SO Southern Co. 50 1,353.13 0.36
52 WMB Williams Cos. 50 2,175.00 0.36
53 CI CIGNA Corp. 50 4,462.50 0.35
54 HAL Halliburton Co. 50 2,068.75 0.35
55 BAX Baxter International Inc. 50 3,065.63 0.34
56 HNZ Heinz (H.J.) 50 2,484.38 0.34
57 COL Columbia/HCA Healthcare Corp. 50 1,362.50 0.32
58 S Sears, Roebuck & Co. 50 2,187.50 0.32
59 FDX FDX Holding Corp. 50 5,500.00 0.31
60 IP International Paper 50 2,671.88 0.31
61 RTN.B Raytheon Co. 50 3,465.63 0.31
62 BNI Burlington Northern Santa Fe Corp. 50 1,675.00 0.30
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 80
S&P LARGECAP 100 INDEX TRUST, SERIES 3-D-CONTINUED
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name(1) Shares Cost($)(1) Market Value(2)
- --------- ------ --------------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
63 AVP Avon Products 50 2,640.63 0.26
64 HIG Hartford Financial Svc.Gp. 50 2,975.00 0.26
65 MAY May Dept. Stores 50 2,065.63 0.26
66 WY Weyerhaeuser Corp. 50 3,253.13 0.25
67 HON Honeywell 50 4,390.63 0.21
68 NSC Norfolk Southern Corp. 50 1,478.13 0.21
69 ROK Rockwell International 50 2,625.00 0.19
70 BHI Baker Hughes 50 1,418.75 0.18
71 DAL Delta Air Lines 50 3,321.88 0.18
72 LTD Limited, The 50 2,084.38 0.18
73 RAL Ralston-Ralston Purina Gp 50 1,431.25 0.18
74 CSC Computer Sciences Corp. 50 2,725.00 0.17
75 GD General Dynamics 50 3,550.00 0.17
76 UCM Unicom Corp. 50 1,921.88 0.16
77 AEP American Electric Power 50 2,081.25 0.15
78 CGP Coastal Corp. 50 1,790.63 0.15
79 ETR Entergy Corp. 50 1,559.38 0.15
80 KM K mart 50 796.88 0.15
81 OXY Occidental Petroleum 50 1,021.88 0.14
82 UIS Unisys Corp. 50 1,440.63 0.14
83 TAN Tandy Corp. 50 3,475.00 0.13
84 BDK Black & Decker Corp. 50 2,925.00 0.10
85 CEN Ceridian Corp. 50 1,775.00 0.10
86 TOY Toys R Us Hldg. Cos. 50 1,043.75 0.10
87 CHA Champion International 50 2,518.75 0.09
88 ALT Allegheny Teledyne Inc 50 1,100.00 0.08
89 IFF International Flav/Frag 50 1,834.38 0.07
90 HET Harrah's Entertainment 50 1,150.00 0.06
91 FLR Fluor Corp. 50 1,803.13 0.05
92 HRS Harris Corp. 50 1,712.50 0.05
93 NSM National Semiconductor 50 706.25 0.05
94 BC Brunswick Corp. 50 1,143.75 0.04
95 BCC Boise Cascade 50 1,971.88 0.04
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 80
S&P LARGECAP 100 INDEX TRUST, SERIES 3-D-CONTINUED
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name(1) Shares Cost($)(1) Market Value(2)
- --------- ------ --------------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
96 HM Homestake Mining 50 443.75 0.04
97 MKG Mallinckrodt Inc. 50 1,465.63 0.04
98 BS Bethlehem Steel 50 537.50 0.03
99 PRD Polaroid Corp. 50 1,012.50 0.02
100 TEK Tektronix Inc. 50 1,268.75 0.02
-----------
$291,612.72
===========
</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 or cash has been
deposited with the Trustee. At the Initial Date of Deposit, the Sponsor has
assigned to the Trustee all of its rights, title and interest in and to such
undelivered Securities. Contracts to purchase Securities were entered into
on April 21, 1999 and all have expected settlement dates of April 26, 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: $291,850; Profit (Loss) to Sponsor: ($237).
(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 necessarily 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."
37
<PAGE>
<TABLE>
<CAPTION>
Contents Page
- -------- ----
<S> <C>
Essential Information 2
Fee Table 4
The Trust Fund 5
The Trust Portfolio 7
The S&P LargeCap 100 Index 8
Risk Factors 10
Federal Tax Status 12
Public Offering of Units 15
Market for Units 19
Redemption 19
Retirement Plans 21
Unitholders 22
Investment Supervision 25
Administration of the Trust 26
Expenses of the Trust 30
Legal Opinions 31
Independent Auditors 31
Report of Independent Auditors 32
Statement of Financial Condition 33
Portfolio 34
Notes to Portfolio 37
</TABLE>
<PAGE>
- -----------------
RANSON
UNIT
INVESTMENT
TRUSTS
- -----------------
[LOGO]
S&P LARGECAP 100
INDEX TRUST
Series 3-D
-------------------------
PROSPECTUS APRIL 22, 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.
1.1.1. Standard Terms and Conditions of Trust. Reference is made to
Exhibit 1.1.1 to the Registration Statement on Form S-6 for Ranson Unit
Investment Trusts, Series 53 (File No. 333-17811) as filed on January 7,
1997.
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus.
4.1. Consent of Independent Auditors.
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trusts, Series 80, hereby identifies
Ranson Unit Investment Trusts, Series 53, EVEREN Unit Investment Trusts, Series
39, Kemper Defined Funds, Series 45 and Kemper Equity Portfolio Trusts, Series 1
for purposes of the representations required by Rule 487 and represents the
following: (1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series; (2)
that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to the securities of which this Registration Statement is
being filed, this Registration Statement does not contain disclosures that
differ in any material respect from those contained in the registration
statements for such previous series as to which the effective date was
determined by the Commission or the staff; and (3) that it has complied with
Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ranson Unit Investment Trusts, Series 80 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 22nd day of
April, 1999.
RANSON UNIT INVESTMENT TRUSTS, SERIES 80,
Registrant
By: RANSON & ASSOCIATES, INC.,
Depositor
By: ALEX R. MEITZNER
---------------------------------------
Alex R. Meitzner
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on April 22, 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
EXHIBIT 1.1
RANSON UNIT INVESTMENT TRUSTS
SERIES 80
TRUST AGREEMENT
This Trust Agreement dated as of April 22, 1999 between Ranson &
Associates, Inc., as Depositor, and The Bank of New York, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust For Equity Trusts
Sponsored by Ranson & Associates, Inc., Effective January 7, 1997" (herein
called the "Standard Terms and Conditions of Trust"), and such provisions as are
set forth in full and such provisions as are incorporated by reference
constitute a single instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(1) The equity securities listed in the Schedule hereto have been
deposited in trust under this Trust Agreement as indicated in each Trust
named on the attached Schedule.
(2) For the purposes of the definition of the term "Unit" in Article I,
it is hereby specified that the fractional undivided interest in and
ownership of a Trust is the amount set forth in the section captioned
"Essential Information" in the final Prospectus of the Trust (the
"Prospectus") contained in Amendment No. 1 to the Trust's Registration
Statement (Registration No. 333-76525) as filed with the Securities and
Exchange Commission on April 15, 1999. The fractional undivided interest
may (a) increase by the number of any additional Units issued pursuant to
Section 2.03, (b) increase or decrease in connection with an adjustment to
the number of Units pursuant to Section 2.03, or (c) decrease by the number
of Units redeemed pursuant to Section 5.02.
-1-
<PAGE>
(3) The terms "Income Account Record Date" and "Capital Account Record
Date" shall mean the dates set forth under "Essential Information-Record
and Computation Dates" in the Prospectus.
(4) The terms "Income Account Distribution Date" and "Capital Account
Distribution Date" shall mean the dates set forth under "Essential
Information-Distribution Dates" in the Prospectus.
(5) The term "Initial Date of Deposit" shall mean the date of this Trust
Agreement as set forth above.
(6) The number of Units of a Trust referred to in Section 2.03 is as set
forth under "Essential Information-Number of Units" in the Prospectus.
(7) For the purposes of Section 6.01(g), the liquidation amount is the
amount set forth under "Essential Information-Minimum Value of Trust under
which Trust Agreement may be Terminated" in the Prospectus.
(8) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the requisite amount of Units needed to be tendered to
exercise an in kind distribution shall be that amount set forth in the
Prospectus.
(9) Section 1.01(21) is hereby stricken and replaced by the following:
"Percentage Ratio" shall mean, for each Trust which will issue additional
Units pursuant to Section 2.03 hereof, the actual number of shares of each
Equity Security as a percent of all shares of Equity Securities necessary
to cause the Trust portfolio to replicate, to the extent practicable, the
S&P LargeCap 100 Index immediately prior to any subsequent deposit of
Securities as determined by computer program output operated independent of
the Depositor which tracks such index."
(10) Section 2.01(b) is hereby amended by adding the following
immediately after the first sentence of the second paragraph of such
Section the following: "Such additional Securities may be deposited or
purchased in round lots; if the amount of the deposit is insufficient to
acquire round lots of each Security to be acquired, the additional
Securities shall be deposited or purchased in the order of the Securities
in the Trust most under-represented in the Trust's portfolio in comparison
to their percentage weighting in the S&P LargeCap 100 Index as determined
by computer program output operated independent of the Depositor which
tracks such index."
(11) The first sentence of Section 2.01(e) is hereby stricken and
replaced with the following:
-2-
<PAGE>
"If Securities in the Trust are sold pursuant to Sections 3.07 or
8.02 hereof or if there are excess proceeds remaining after meeting
redemption requests pursuant to Section 5.02, and the net proceeds of
any such sale are not otherwise reinvested as provided in such
Sections, the net proceeds of any such sale may be reinvested, if in
the opinion of the Depositor it is in the best interests of the
Unitholders to do so, in short term U.S. Treasury obligations maturing
on or prior to the next succeeding Capital Distribution Date or, if
earlier, December 31 of the year of purchase (the "Reinvestment
Securities")."
(12) Section 3.07(a) is hereby amended by adding the following
subsections immediately after Section 3.07(a)(ix):
(x) "that the Security has been removed from the S&P LargeCap
100 Index; or
(xi) that computer program output operated independent of the
Depositor which tracks the S&P LargeCap 100 Index indicates that the
Security is over-represented in the Trust's portfolio in comparison to
such Security's percentage weighting in such index."
(13) Section 3.07 is hereby amended by changing the current subsection
(c) to subsection (d) and adding the following as a new subsection (c):
(c) "In the event a Security is sold pursuant to Section
3.07(a)(x), the Depositor may direct the reinvestment of the proceeds
of the sale of such Security, to the extent practicable, into any
security which replaces such Security as a component of the S&P
LargeCap 100 Index or, if no security so replaces such Security, into
any other Securities which are under-represented in the Trust's
portfolio in comparison to their percentage weighting in the S&P
LargeCap 100 Index as determined by computer program output operated
independent of the Depositor which tracks such index. In the event a
Security is sold pursuant to Section 3.07(a)(xi), the Depositor may
direct the reinvestment of the proceeds of the sale of such Security,
to the extent practicable, into any other Securities which are under-
represented in the Trust's portfolio in comparison to their percentage
weighting in the S&P LargeCap 100 Index as determined by computer
program output operated independent of the Depositor which tracks such
index. Without limiting the generality of the foregoing, in
determining whether such reinvestment is practicable, the Depositor
may, but is not obligated to, specifically consider the ability of the
Trust to reinvest such proceeds into round lots of a Security."
(14) The second paragraph of Section 3.10 is hereby stricken and replaced
with the following:
-3-
<PAGE>
"In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new securities,
or to exchange securities, for Trust Securities, the Trustee shall
reject such offer. However, should any issuance, exchange or
substitution be effected notwithstanding such rejection or without an
initial offer, any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if securities or
property, by the Trustee; provided, however, if such securities are
components of the S&P LargeCap 100 Index, the Depositor may advise the
Trustee to keep such securities. The cash received in such exchange
and cash proceeds of any such sales shall, in the following priority,
be (1) reinvested, to the extent practicable, into any Securities
which are under-represented in the Trust's portfolio in comparison to
their percentage weighting in the S&P LargeCap 100 Index as determined
by computer program output operated independent of the Depositor which
tracks such index or (2) distributed to Unitholders on the next
Distribution Date in the manner set forth in Section 3.04(b) regarding
distributions from the Capital Account. Without limiting the
generality of the foregoing, in determining whether such reinvestment
is practicable, the Depositor may, but is not obligated to,
specifically consider the ability of the Trust to reinvest such
proceeds into round lots of a Security. Except as provided in
Article VIII, the Trustee shall not be liable or responsible in any
way for depreciation or loss incurred by reason of any such rejection
or sale."
(15) Section 5.02 is hereby amended by adding the following immediately
after the last sentence of the second paragraph of such Section:
"If Securities in the Trust are sold for the payment of the
Redemption Value and there are excess proceeds remaining after meeting
redemption requests, the Depositor may, but is not obligated to,
instruct the Trustee to reinvest such excess proceeds into any
Securities which are under-represented in the Trust's portfolio in
comparison to their percentage weighting in the S&P LargeCap 100 Index
as determined by computer program output operated independent of the
Depositor which tracks such index."
(16) Notwithstanding anything to the contrary herein, if at any time the
S&P LargeCap 100 Index shall no longer be compiled, maintained or made
available, the Depositor may (a) direct that the Trust created hereby
continue to be operated hereunder utilizing the components of the S&P-
LargeCap 100 Index, and the percentage weightings of such components, as
existed on the last date on which the S&P-LargeCap 100 Index components and
weightings were available to the Trust or (b) direct the Trustee to
terminate this Indenture and the Trust created hereby and liquidate the
Trust in such manner as the Depositor shall direct.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.
RANSON & ASSOCIATES, INC.,
Depositor
By /s/ ROBIN K. PINKERTON
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ Jeffrey Bieselin
___________________________
Vice President
<PAGE>
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
RANSON UNIT INVESTMENT TRUSTS
SERIES 80
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
EXHIBIT 3.1
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
April 22, 1999
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Re: Ranson Unit Investment Trusts Series 80
---------------------------------------
Gentlemen:
We have served as counsel for Ranson & Associates, Inc., as Sponsor and
Depositor of Ranson Unit Investment Trusts Series 80 (the "Fund"), in connection
with the preparation, execution and delivery of the Trust Agreement dated the
date of this opinion between Ranson & Associates, Inc., as Depositor, and The
Bank of New York, as Trustee, pursuant to which the Depositor has delivered to
and deposited the Securities listed in the Schedule to the Trust Agreement with
the Trustee and pursuant to which the Trustee has issued to or on the order of
the Depositor a certificate or certificates representing all the Units of
fractional undivided interest in, and ownership of, the Fund, created under said
Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the execution
and issuance of certificates evidencing the Units of the Fund have been
duly authorized; and
2. The certificates evidencing the Units of the Fund, when duly
executed and delivered by the Depositor and the Trustee in accordance with
the aforementioned Trust Agreement, will constitute valid and binding
obligations of the Fund and the Depositor in accordance with the terms
thereof.
<PAGE>
-2-
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-76525) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EXHIBIT 4.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We have issued our report dated April 22, 1999 on the statement of
financial condition and related portfolio of Ranson Unit Investment Trusts
Series 80 as of April 22, 1999 contained in the Registration Statement on Form
S-6 and in the Prospectus. We consent to the use of our report in the
Registration Statement and in the Prospectus and to the use of our name as it
appears under the caption "Independent Auditors".
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
April 22, 1999
