REGISTRATION NO. 333-89805
CIK# 910958
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON
FORM S-6
----------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
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 November 4, 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 88
Nasdaq-100 Index Trust, Series 7-D seeks to increase the value of your
investment by investing in a portfolio of the stocks included in the Nasdaq-100
Index. Of course, we cannot guarantee that the Trust will achieve its
objectives.
Units are not deposits or obligations of any bank
or government agency and are not guaranteed.
You should read this prospectus and retain it for future reference.
November 4, 1999
The Securities and Exchange Commission has not approved
or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus.
Any contrary representation is a criminal offense.
<PAGE>
NASDAQ-100(REGISTERED TRADEMARK) INDEX LICENSING AGREEMENT
The Sponsor has entered into a license agreement with The Nasdaq Stock Market,
Inc. (the "License Agreement"), under which the Nasdaq-100 Trust (through the
Sponsor) is granted licenses to use the trademark and tradenames "Nasdaq,"
"Nasdaq-100," and "Nasdaq-100 Index" solely in materials relating to the
creation and issuance, marketing and promotion of the Trust and in accordance
with any applicable federal and state securities law to indicate the source of
the Nasdaq-100 Index as a basis for determining the composition of the Trust's
portfolio. As consideration for the grant of the license, the Trust will pay to
The Nasdaq Stock Market, Inc. an annual fee equal to that amount described under
"Expenses of the Trust." If the Nasdaq-100 Index ceases to be compiled or made
available or the anticipated correlation between the Trust and the Nasdaq-100
Index is not maintained, the Sponsor may direct that the Trust continue to be
operated using the Nasdaq-100 Index as it existed on the last date on which it
was available or may direct that the Trust Agreement be terminated (see
"Administration of the 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 Nasdaq-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 The Nasdaq Stock
Market, Inc. (including its affiliates) (the "Corporations"). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy
of descriptions and disclosures relating to, the Trust or Units of the Trust.
The Corporations make no representation or warranty, express or implied to the
owners of Units of the Trust or any member of the public regarding the
advisability of investing in securities generally or in Units of the Trust
particularly or the ability of the Nasdaq-100 Index to track general stock
market performance. The Corporations' only relationship to the Sponsor
("Licensee") and the Trust is in the licensing of certain trademarks, service
marks, and trade names of the Corporations and the use of the Nasdaq-100 Index
which is determined, composed and calculated by Nasdaq without regard to the
Licensee, the Trust or Unitholders of the Trust. Nasdaq has no obligation to
take the needs of the Licensee or the owners of the Trust into consideration in
determining, composing or calculating the Nasdaq-100 Index. The Corporations
are not responsible for and have not participated in the determination of the
timing of, prices at, or quantities of the Units of the Trust to be issued or in
the determination or calculation of the equation by which the Units of the Trust
are to be converted into cash. The Corporations have no liability in connection
with the administration or operations of the Trust, marketing or trading of
Units of the Trust.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS
OF UNITS OF THE NASDAQ-100 TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
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<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
ESSENTIAL INFORMATION
AS OF NOVEMBER 3, 1999*
SPONSOR, SUPERVISOR AND EVALUATOR:RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
NASDAQ-100 TRUST LICENSOR:THE NASDAQ STOCK MARKET, INC.
Nasdaq-100
Trust
----------
<S> <C>
Cusip (Cash) 753269281
Cusip (Reinvest) 753269299
Number of Units (1) 27,596
Fractional Undivided Interest Per Unit(1) 1/27,596
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ 273,205
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 (5) $ 9.650
Excess of Public Offering Price Per Unit over Redemption Price Per Unit $ .350
Estimated Organizational Expenses per Unit (2) $ .050
<S> <C>
Minimum Value of Trust under which Trust Agreement
may be Terminated The Trust may be terminated if the value thereof is 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 November 30, 2002
Supervisor's Annual Surveillance Fee Maximum of $0.003 per Unit
Evaluator's Annual Evaluation Fee Maximum of $0.003 per Unit
Trustee's Annual Fee $0.009 per Unit
Record and Computation Dates FIRST day of January, April, July and October
Distribution Dates FIFTEENTH day of January, April, July and October
Evaluations for purposes of sale, purchase or redemption of Units are made as of
3:00 p.m. Central Time next following receipt of an order for a sale or purchase
of Units or receipt by the Trustee of Units tendered for redemption.
<FN>
- --------------------
* The business day prior to the Initial Date of Deposit
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of the Trust may be adjusted so that the aggregate value of Securities
per Unit will equal approximately $10. Therefore, to the extent of any such
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<PAGE>
adjustment the fractional undivided interest per Unit will increase or decrease
accordingly from the amounts indicated above.
(2) Each Security is valued at the closing sale price on a national securities
exchange or the Nasdaq Stock Market. 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).
(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) The redemption price is reduced by any remaining deferred sales charge and
includes the estimated organizational costs. These costs are set forth in
the "Fee Table". The redemption price and secondary market repurchase price
will not include these costs after the initial offering period.
</TABLE>
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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) .50% $ .050
===== ======
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>
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 $41 $45 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.
(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 May 5, 2000 through October 5, 2000 (and is paid to the Sponsor
on a monthly basis commencing June 2000). 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
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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 or six months after the Initial Date of Deposit, if earlier.
THE TRUST FUND
Ranson Unit Investment Trusts, Series 88 (the "Fund") includes an underlying
unit investment trust designated as Nasdaq-100 Index Trust, Series 7-D (the
"Trust"). The Fund was created under the laws of the State of New York pursuant
to the 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 Trust contains common stocks issued by substantially all of the companies
which comprise the Nasdaq-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 related 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 stock index. See
"Portfolio." In either case, 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 stock index. The Sponsor anticipates that within the Initial
Adjustment Period, the Trust will comprise the stocks in the stock index in
substantially the same weightings as in such 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 stock index may not be achieved because it may be economically impracticable
or impossible to acquire very small numbers of shares of certain stocks and
because of other procedural policies of the Trust, but correlation between the
performance of the stock 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 stock index, the Trust seeks to produce
investment results that generally correspond to the price and yield performance
of the equity securities represented by such index over the term of the Trust.
Due to various factors discussed below, there can be no assurance that this
objective will be met. An investment in Units of the Trust 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 stock 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
- --------------------
* 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>
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 stock index. Thus, although additional Units will be issued, each Unit of
the Trust will continue to represent approximately a weighting of the then
current components of the stock 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 in the Trust and (4) reinvestment
of proceeds received from Securities which are no longer components of the stock
index might not result in the purchase of an equal number of shares in any
replacement Security. If the Sponsor deposits cash, existing and new investors
may experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because the Trust will pay the associated brokerage fees. To minimize this
effect, the Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.
The Trust consists of (a) the Securities listed under the "Portfolio" as may
continue to be held from time to time in the Trust (b) any additional Securities
acquired and held by the Trust pursuant to the provisions of the Trust Agreement
and (c) any cash held in the Income and Capital Accounts of the Trust. Neither
the Sponsor nor the Trustee shall be liable in any way for any failure in any of
the Securities. However, should any contract for the purchase of any of the
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust set forth under
"Essential Information."
THE TRUST PORTFOLIO
The Trust portfolio will consist of as many of the Nasdaq-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 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 feasible with their weightings in the Index as the
Trust invests in new Securities in connection with the creation of additional
Units, as companies are dropped from or added to such 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 be invested in those Securities which the computer
program indicates are most under-represented in the portfolio. See "Investment
Supervision."
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<PAGE>
Due to changes in the composition of the Nasdaq-100 Index, adjustments to the
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the Nasdaq-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 also be reinvested in the most under-
represented Securities as determined by the computer program output.
In attempting to duplicate the proportionate relationships represented by the
Index, the Sponsor may purchase or sell stock in 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 The Nasdaq Stock Market, Inc. and The Nasdaq Stock Market,
Inc. makes no representation, express or implied, to the Trust or Unitholders
regarding the advisability of investing in an index investment or unit
investment trust 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, and past performance is no guarantee of future results.
THE NASDAQ-100 INDEX
The Nasdaq-100 Index is composed of 100 of the largest and most-active non-
financial domestic and international stocks listed on The Nasdaq Stock Market
based on market capitalization. Nasdaq is one of the first fully electronic
stock markets in the world. This modern-day securities market began operations
in 1971 and today lists more companies than any other market in the U.S. The
Nasdaq Stock Market, Inc. has established procedures for, and controls over,
substitutions of securities and may periodically, at its discretion, make
changes in component stocks so that the Index will more accurately reflect the
overall composition of the non-financial sector of The Nasdaq Stock Market.
Eligibility criteria for the Nasdaq-100 Index includes a minimum average daily
trading volume of 100,000 shares. Generally, companies also must have seasoned
on Nasdaq or another major exchange, which means they have been listed for a
minimum of two years. If a security would otherwise qualify to be in the top
25% of the issuers included in the Index by market capitalization, then a one-
year seasoning criteria would apply. If the security is a foreign security, the
company must have a world wide market
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<PAGE>
value of at least $10 billion, a U.S. market value of at least $4 billion, and
average trading volume of at least 200,000 shares per day. In addition, foreign
securities must be eligible for listed-options trading. As of November 3, 1999,
the Nasdaq-100 Index was comprised of the following industry sectors: Software
(20%), Telecommunications (17%), Computers (11%), Retail (9%), Electronics (8%),
Commercial Services (6%), Semiconductors (6%), Biotechnology (5%), Healthcare
(5%), Basic Materials (4%), Internet (4%), Media (3%) and Transportation (2%).
The table below illustrates the characteristics of the average company included
in the Nasdaq-100 Index as of November 1, 1999. It is important to note that,
unless provided otherwise, the data included in the table encompasses average
data, not the total data of all companies in the Nasdaq-100 Index and is not
intended to describe or predict the financial data, returns or characteristics
of any company included or to be included in the Nasdaq-100 Index. All amounts
are in millions except Share Price and P/E Ratio for Total Index.
<TABLE>
<CAPTION>
FINANCIAL CHARACTERISTICS
-------------------------
<S> <C>
Share Price $ 53.7
Total Assets $ 4,287.7
Shareholders' Equity $ 2,323.5
Total Revenues $ 2,944.4
Net Income $ 260.2
Shares Outstanding 362.3
Market Value of Shares Outstanding $19,455.5
P/E Ratio for Total Index(a,b) 78.4
<FN>
- --------------------
(a) Total market value divided by total earnings
(b) These figures represent total data for all index companies.
</TABLE>
The following table depicts the Year-End Index Value for the Nasdaq-100 Index
from inception (February 1, 1985) through October 29, 1999. The table uses data
that is adjusted to reflect that the Nasdaq-100 Index level was halved on
January 3, 1994, and does not reflect reinvestment of dividends. Investors
should note that the figures below represent past performance of the Nasdaq-100
Index and not the future performance of the Nasdaq-100 Index
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or the Nasdaq-100 Trust (which includes certain fees and expenses). Past
performance is, of course, no guarantee of future results.
<TABLE>
<CAPTION>
YEAR-END ANNUAL RETURN
INDEX (EXCLUDING
YEAR VALUE DIVIDENDS)
- ---- -------- -------------
<S> <C> <C>
February 1, 1985 125.00 -
1985 132.30 5.84%
1986 141.41 6.89%
1987 156.25 10.50%
1988 177.41 13.54%
1989 223.84 26.17%
1990 200.53 (10.41)%
1991 330.86 64.99%
1992 360.19 8.86%
1993 398.28 10.58%
1994 404.27 1.50%
1995 576.23 42.54%
1996 821.36 42.54%
1997 990.80 20.63%
1998 1,836.01 85.31%
1999 (through October 29) 2,637.44 43.65%
Total Return Since Inception 2,009.95%
</TABLE>
Because the Nasdaq-100 Trust is sold to the public at net asset value plus the
applicable sales charge, and the expenses of the Trust are deducted before
making distributions to Unitholders, investment in the Trust would have resulted
in investment performance to Unitholders somewhat reduced from that reflected in
the above table.
The numeric value level of the Nasdaq-100 Index was established at 250 prior to
the opening of the market on February 1, 1985. The Nasdaq-100 Index value was
halved at the end of 1993. Adjustments for securities being added to or deleted
from the Nasdaq-100 Index, or capitalization changes of adjustments, will take
place during the system maintenance process which occurs after the market has
closed. These adjustments will result in value changes to the current market
value and adjusted base period market value, but will not in and of themselves
alter the level of the Nasdaq-100 Index.
The Nasdaq-100 Index is also adjusted to account for stock splits and stock
dividends during the system maintenance process. The system makes a price
adjustment, however, to account for the increased number of shares outstanding
from such an action with the result being that the current market value does not
change.
In case of cash dividends other than extraordinary dividends, no system
adjustment is made. The Nasdaq-100 Index formula relies on market forces to
determine the level of the Nasdaq-100 Index. Neither the current market value
nor the adjusted base period market value are adjusted to reflect ordinary cash
dividends. At its discretion, The Nasdaq Stock Market, Inc. may temporarily
suspend Nasdaq-100 Index securities from the calculation of the Nasdaq-100 Index
or adjust the Nasdaq-100 Index divisor in those instances where an unusual cash
dividend or spin-off might
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unduly influence the level of the Nasdaq-100 Index. The Nasdaq Stock Market,
Inc. disseminates calculations of the Nasdaq-100 Index via Level 2 and Level 3
Nasdaq service and makes the Index calculation available to information vendors
and the print media.
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.
ADDITIONAL UNITS. The Sponsor may create additional Units of the Trust by
depositing into the Trust additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of your
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Trust will pay brokerage fees.
VOTING. Only the Trustee may sell or vote the stocks in the Trust. While you
may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The
Trustee will vote the stocks in the same general proportion as shares held by
other shareholders if the Sponsor fails to provide instructions.
YEAR 2000. The Trust could be negatively impacted if computer systems used by
the Sponsor, Evaluator, Supervisor or Trustee or other service providers to the
Trust do not properly process date-related information after January 1, 2000.
This is commonly known as the "Year 2000 Problem". The Sponsor, Evaluator,
Supervisor and Trustee are taking steps to address this problem and to obtain
reasonable assurances that other service providers to the Trust are taking
comparable steps. We cannot guarantee that these steps will be sufficient to
avoid any adverse impact on the Trust. This problem is expected to impact
corporations to varying degrees based on factors such as industry sector and
degree of technological sophistication. We cannot predict what impact, if any,
this problem will have on the issuers of stocks in the Trust.
11
<PAGE>
TECHNOLOGY ISSUERS. The Nasdaq-100 Index includes a concentration 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 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.
LITIGATION. Microsoft Corporation is currently engaged in litigation with Sun
Microsystems, Inc., the U.S. Department of Justice, several state Attorneys
General and Caldera, Inc. The complaints against Microsoft include, copyright
infringement, unfair competition, and antitrust violations. The claims seek
injunctive relief and monetary damages. In Microsoft's annual report filed with
the Securities and Exchange Commission in September 1999, management asserted
that it believes that resolving these matters will not have a material adverse
impact on the company's financial position or its results of operations.
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
12
<PAGE>
on a specified date in one of those months and paid during January of the
following year will be treated as having been distributed by the Trust (and
received by the Unitholders) on December 31 of the year such distributions are
declared.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. A Unitholder may recognize a taxable gain or loss if the Unitholder
sells or redeems his Units. Any gain or loss arising from (or treated as
arising from) the sale or redemption of Units will generally be a capital gain
or loss, except in the case of a dealer or a financial institution. The
Internal Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax
Act") provides that for taxpayers other than corporations, net capital gain
(which is defined as net long-term capital gain over net short-term capital loss
for the taxable year) realized from property (with certain exclusions) is
generally subject to a maximum marginal stated tax rate of 20% (10% in the case
of certain taxpayers in the lowest tax bracket). Capital gain or loss is long-
term if the holding period for the asset is more than one year, and is short-
term if the holding period for the asset is one year or less. The date on which
a Unit is acquired (i.e., the "trade date") is excluded for purposes for
determining the holding period of the Unit. Capital gains realized from assets
held for one year or less are taxed at the same rates as ordinary income. Note
that if a Unitholder holds Units for six months or less and subsequently sells
such Units at a loss, the loss will be treated as a long-term capital loss to
the extent that any long-term capital gain distribution is made with respect to
such Units during the six-month period or less that the Unitholder owns the
Units.
The Taxpayer Relief Act of 1997 includes provisions that treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g., short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period. Unitholders should consult their own tax advisers with regard to any
such constructive sales rules.
In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is
deferred. The income (or proceeds from redemption) a Unitholder must take into
account for federal income tax purposes is not reduced by amounts deducted to
pay the deferred sales charge.
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.
13
<PAGE>
The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by the Trust. If such an
election is made, Unitholders of the Trust, because they are deemed to own a pro
rata portion of the foreign securities held by the Trust, must include in their
gross income, for federal income tax purposes, both their portion of dividends
received by the Trust and also their portion of the amount which the Trust deems
to be the Unitholders' portion of foreign income taxes paid with respect to, or
withheld from, dividends, interest or other income of the Trust from its foreign
investments. Unitholders may then subtract from their federal income tax the
amount of such taxes withheld, or else treat such foreign taxes as deductions
from gross income; however, as in the case of investors receiving income
directly from foreign sources, the above described tax credit or deduction is
subject to certain limitations. The 1997 Tax Act imposes a required holding
period for such credits. Unitholders should consult their tax advisers
regarding this election and its consequences to them.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
of the Trust are held by or for 500 or more persons at all times during the
taxable year or another exception is met. In the event the Units of the Trust
are held by fewer than 500 persons, additional taxable income may be realized by
the individual (and other noncorporate) Unitholders in excess of the
distributions received from the Trust.
Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i. e., as ordinary income, long-term
capital gain or as a return of capital).
Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Amendment and Termination."
Unitholders electing an in kind distribution of shares of Securities should be
aware that the exchange is subject to taxation and Unitholders will recognize
gain or loss based on the value of the Securities received. Investors electing
an in kind distribution should consult their own tax advisers with regard to
such transaction.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be
requested to provide the Unitholder's taxpayer identification number to the
Trustee and to certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from the Trust which constitute dividends for Federal income tax
purposes (other than dividends which the Trust designates as capital gain
dividends) will be subject to United States income taxes, including withholding
taxes. However, distributions received by a foreign investor from the Trust
that are designated by the Trust as capital gain dividends should not be subject
to United States Federal income taxes, including withholding taxes, if all of
the following conditions are met: (i) the capital gain dividend is not
effectively connected with the conduct by the foreign investor of a trade or
business within the United States, (ii) the foreign investor (if an individual)
is not present in the United States for 183 days or more during his or 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
14
<PAGE>
and Trust distributions may also be subject to state and local taxation and
Unitholders should consult their tax advisors in this regard.
The foregoing discussion relates only to the federal income tax status of the
Trust and to the tax treatment of distributions by the Trust to United States
Unitholders.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, Units of the Trust
are offered at the Public Offering Price (which is based on the aggregate
underlying value of the Securities 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 May 5, 2000 and ending
on October 5, 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 November 4, 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, if earlier.
The sales charge per Unit of the Trust in both the primary and secondary market
will be reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
Sales Charge
----------------------
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Less than 10,000 3.500% 3.535%
10,000 - 24,999 3.250% 3.283%
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.
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 an initial sales charge. Investors may purchase
Units at the Public Offering Price less the initial sales charge 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.
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
Unitholder's 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.
Unitholders of any series of the Trust or any series of any other Ranson equity
unit investment trust may utilize their redemption or termination proceeds to
purchase Units of the Trust subject to a reduced sales charge of 3% of the
Public Offering Price (3.093% of the net amount invested).
Unitholders of unaffiliated unit investment trusts having an investment strategy
similar to the investment strategy of the Trust may utilize proceeds received
upon termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trust subject to a reduced sales
charge of 3% of the Public Offering Price (3.093% of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities in the Trust prepared by
the Trustee. After the opening of business on the Initial Date of Deposit, the
Evaluator will appraise or cause to be appraised daily the value of the
underlying Securities as of the Evaluation Time on days the New York Stock
Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received at or prior to the close of trading on the New York
Stock Exchange on each such day. Orders received by the Trustee, Sponsor or any
dealer for purchases, sales or redemptions after that time, or on a day when the
New York Stock Exchange is closed, will be held until the next determination of
price.
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<PAGE>
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 is 100 Units (25 Units for 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. Broker-dealers and
others will be allowed a concession or agency commission in connection with the
distribution of Units during the initial offering period as set forth below.
<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 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>
17
<PAGE>
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 above.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have indicated that these particular agency
transactions are permitted under such Act. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein and banks and financial institutions may be required to register as
dealers pursuant to state law. The Sponsor reserves the right to change the
concessions or agency commissions set forth above from time to time. In
addition to such concessions or agency commissions, the Sponsor may, from time
to time, pay or allow additional concessions or agency commissions, in the form
of cash or other compensation, to dealers employing registered representatives
who sell, during a specified time period, a minimum dollar amount of Units of
the Trust and other unit investment trusts underwritten by the Sponsor. At
various times the Sponsor may implement programs under which the sales force of
a broker or dealer may be eligible to win nominal awards for certain sales
efforts, or under which the Sponsor will reallow to any such broker or dealer
that sponsors sales contests or recognition programs conforming to criteria
established by the Sponsor, or participates in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales charges on the sales
generated by such person at the public offering price during such programs.
Also, the Sponsor in its discretion may from time to time pursuant to objective
criteria established by the Sponsor pay fees to qualifying brokers or dealers
for certain services or activities which are primarily intended to result in
sales of Units of the Trust. Such payments are made by the Sponsor out of its
own assets, and not out of the assets of the Trust. These programs will not
change the price Unitholders pay for their Units or the amount that the Trust
will receive from the Units sold. The difference between the discount and the
sales charge will be retained by the Sponsor.
The Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units of the Trust as stated
under "Public Offering Price." In addition, the Sponsor may realize a profit (or
sustain a loss) as of the Initial Date of Deposit resulting from the difference
between the purchase prices of the Securities to the Sponsor and the cost of
such Securities to 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 in the Trust.
MARKET FOR UNITS
After the initial offering period, the Sponsor may maintain a market for Units
of the Trust offered hereby and continuously offer to purchase said Units at
prices, determined by the Evaluator, based on the value of the underlying
Securities. While the Sponsor may repurchase Units from time to time, it does
not currently intend to maintain an active secondary market for Units.
Unitholders who wish to dispose of their Units should inquire of their broker as
to current market prices in order to determine whether there is in existence any
price in excess of the Redemption Price and, if so, the amount thereof. The
offering price of any Units resold by the Sponsor will be in accord with that
described in the currently effective prospectus describing such Units.
Unitholders must pay any remaining deferred sales charge at the time of sale or
redemption. 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.
18
<PAGE>
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its Unit Investment Trust Division office in
the city of New York and, in the case of Units evidenced by a certificate, by
tendering such certificate to the Trustee properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee. Unitholders must sign the request, and such certificate or transfer
instrument, exactly as their names appear on the records of the Trustee and on
any certificate representing the Units to be redeemed. If the amount of the
redemption is $500 or less and the proceeds are payable to the Unitholder(s) of
record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may be
accepted by the Trustee. A certificate should only be sent by registered or
certified mail for the protection of the Unitholder. Since tender of the
certificate is required for redemption when one has been issued, Units
represented by a certificate cannot be redeemed until the certificate
representing such Units has been received by the purchasers.
Redemption shall be made by the Trustee on the third business day following the
day on which a tender for redemption is received (the "Redemption Date") by
payment of cash equivalent to the Redemption Price for the Trust, determined as
set forth below under "Computation of Redemption Price," as of the Evaluation
Time stated under "Essential Information," next following such tender,
multiplied by the number of Units being redeemed. Any Units redeemed shall be
canceled and any undivided fractional interest in the related Trust
extinguished. The price received upon redemption might be more or less than the
amount paid by the Unitholder depending on the value of the Securities in the
Trust at the time of redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
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 for
the Trust in order to make funds available for the redemption of Units of the
Trust. Such sale may be required when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.
To the extent that Securities are sold, the size and diversity of 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.
19
<PAGE>
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities in the Trust. On the Initial
Date of Deposit, the Public Offering Price per Unit (which includes the sales
charge) exceeded the value at which Units could have been redeemed by the amount
shown under "Essential Information." The Redemption Price per Unit is the pro
rata share of each Unit in 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 in the Trust less (a) amounts representing taxes or other
governmental charges payable out of the Trust, (b) any amount owing to the
Trustee for its advances, (c) the accrued expenses of the Trust and (d) any
unpaid deferred sales charge. 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 Trust in the following manner: if the Security
is listed on a national securities exchange or the Nasdaq Stock Market, the
evaluation will generally be based on the last sale price on the exchange or
Nasdaq (unless the Evaluator deems the price inappropriate as a basis for
evaluation). If the Security is not so listed or, if so listed and the
principal market for the Security is other than on the exchange or Nasdaq, the
evaluation will generally be made by the Evaluator in good faith based on the
last bid price on the over-the-counter market (unless the Evaluator deems such
price inappropriate as a basis for evaluation) or, if a bid price is not
available, (1) on the basis of the current bid price for comparable securities,
(2) by the Evaluator's appraising the value of the Securities in good faith at
the bid side of the market or (3) by any combination thereof. See "Public
Offering of Units-Public Offering Price."
RETIREMENT PLANS
The Trust may be well suited for purchase by Individual Retirement Accounts,
Keogh Plans, pension funds and other qualified retirement plans. Generally,
capital gains and income received under each of the foregoing plans are deferred
from Federal taxation. All distributions from such plans are generally treated
as ordinary income but may, in some cases, be eligible for special income
averaging or tax-deferred rollover treatment. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Such plans are offered by
brokerage firms and other financial institutions. The Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
The Trustee has agreed to act as custodian for certain retirement plan accounts.
An annual fee of $12.00 per account, if not paid separately, will be assessed by
the Trustee and paid through the liquidation of shares of the reinvestment
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.
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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 the Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of the related month). All distributions will
be net of applicable expenses. There is no assurance that any actual
distributions will be made since all dividends received may be used to pay
expenses. In addition, amounts from the Capital Account of the Trust, if any,
will be distributed at least annually to the Unitholders then of record.
Proceeds received from the disposition of any of the Securities after a record
date and prior to the following distribution date will be held in the Capital
Account and not distributed until the next distribution date applicable to the
Capital Account. The Trustee shall be required to make a distribution from the
Capital Account if the cash balance on deposit therein available for
distribution shall be sufficient to distribute at least $1.00 per 100 Units.
The Trustee is not required to pay interest on funds held in the Capital or
Income Accounts (but may itself earn interest thereon and therefore benefits
from the use of such funds). The Trustee is authorized to reinvest any funds
held in the Capital or Income Accounts, pending distribution, in U.S. Treasury
obligations which mature on or before the next applicable distribution date.
Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of Units, and thereby a Unitholder of record, on the date of settlement provided
payment has been received. Notification to the Trustee of the transfer of Units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
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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 certain 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. Since the portfolio securities and investment
objectives of such 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 the prospectus, which can be obtained from the Sponsor upon
request. An investor should read the prospectus of the reinvestment fund
selected prior to making the election to reinvest. Unitholders who desire to
have such distributions automatically reinvested should inform their broker at
the time of purchase or should file with the Program Agent referred to below a
written notice of election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit.
The accounts of the Trust are required to be audited annually, at the related
Trust's expense, by independent public accountants designated by the Sponsor,
unless the Sponsor determines that such an audit would not be in the best
interest of the Unitholders of the Trust. The accountants' report will be
furnished by the Trustee to any Unitholder of the Trust upon written request.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each person who at any time during the calendar year
was a Unitholder of the Trust a statement, covering the calendar year, setting
forth for the Trust:
(A) As to the Income Account:
(1) Income received;
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(2) Deductions for applicable taxes and for fees and expenses of the
Trust and for redemptions of Units, if any; and
(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on
the last business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any Securities and the net proceeds
received therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of
the Trust held for distribution to Unitholders of record as of a
date prior to the determination; and
(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; and
(C) The following information:
(1) A list of the Securities as of the last business day of such calendar
year;
(2) The number of Units outstanding on the last business day of such
calendar year;
(3) The Redemption Price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the
Income and Capital Accounts separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on
the Record Dates for each such distribution.
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust.
No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.
INVESTMENT SUPERVISION
The Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust, however, will not be
actively managed 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 stock index,
taking into consideration redemptions, sales of additional Units and the other
adjustments referred to elsewhere in this prospectus. See "Trust Portfolio."
Such purchases and sales will be made in accordance with the computer program
utilized to maintain the portfolio, the Trust Agreement and procedures to be
specified by the Sponsor. The Sponsor may direct the Trustee to dispose of
Securities and either to acquire other Securities through the use of the
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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 stock index, (ii) as may be
necessary to establish a closer correlation between the Trust portfolio and the
stock index or (iii) as may be required for purposes of distributing to
Unitholders, when required, their pro rata share of any net realized capital
gains or as the Sponsor may otherwise determine. The Sponsor may direct the
Trustee to acquire round lots of shares of the Securities rather than odd lot
amounts. Any funds not used to acquire round lots will be held for future
purchases of shares, for redemptions of Units or for distributions to
Unitholders. In the event the Trustee receives any securities or other
properties relating to the Securities (other than normal dividends) acquired in
exchange for Securities such as those acquired in connection with a
reorganization, recapitalization, merger or other transaction, the Trustee is
directed to sell such securities or other property and reinvest the proceeds in
shares of the Security for which such securities or other property relates, or
if such Security is thereafter removed from the stock index, in any new security
which is added as a component of such index. In addition, the Sponsor will
instruct the Trustee to dispose of certain Securities and to take such further
action as may be needed from time to time to ensure that 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 of the Trust 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 of the Trust. Such books and
records shall be open to inspection by any Unitholder at all reasonable times
during usual business hours. The Trustee shall make such annual or other
reports as may from time to time be required under any applicable state or
federal statute, rule or regulation. The Trustee shall keep a certified copy or
duplicate original of the Trust Agreement on file in its office available for
inspection at all reasonable times during usual business hours by any
Unitholder, together with a current list of the Securities held in 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.
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Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The Sponsor may at any time
remove the Trustee, with or without cause, and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
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.
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
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Evaluator may apply to a court of competent jurisdiction for the appointment of
a successor. Notice of such registration or removal and appointment shall be
mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect to the Trust may also be amended
in any respect by the Sponsor and the Trustee, or any of the provisions thereof
may be waived, with the consent of the holders of Units representing 66 2/3% of
the Units then outstanding of 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
of the Trust 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" (20%
of the total value of Securities deposited in the Trust during the initial
offering period), 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 stock
index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the termination
proceedings; for less liquid Securities, on each of the first two days of the
termination proceedings, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
termination proceedings without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the termination proceedings.
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Approximately thirty days prior to termination of the Trust, the Trustee will
notify Unitholders of the termination and provide a form allowing qualifying
Unitholders to elect an in kind distribution. A Unitholder who owns at least
$1,000,000 in Units may request an in kind distribution from the Trustee instead
of cash. The Trustee will make an in kind distribution 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 Depository Trust Company. The Unitholder
will 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 Unitholder is entitled. The Trustee may adjust
the number of shares of any Security included in a Unitholder's in kind
distribution to facilitate the distribution of whole shares. The Sponsor may
terminate the in kind distribution option at any time upon notice to the
Unitholders. Special federal income tax consequences will result if a
Unitholder requests an in kind distribution. See "Federal Tax Status."
Within a reasonable period after termination, the Trustee will sell any
Securities remaining in the Trust and, after paying all expenses and charges
incurred by the Trust, will distribute to Unitholders thereof (upon surrender
for cancellation of certificates for Units, if issued) their pro rata share of
the balances remaining in the Income and Capital Accounts of the Trust.
The Sponsor currently intends, but is not obligated, to offer for sale units of
a subsequent series of the Trust at approximately the time of the Mandatory
Termination Date. If the Sponsor does offer such units for sale, Unitholders
may be given the opportunity to purchase such units at a public offering price
which includes a reduced sales charge. There is, however, no assurance that
units of any new series of the Trust will be offered for sale at that time, or
if offered, that there will be sufficient units available for sale to meet the
requests of any or all Unitholders.
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
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.
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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 related Trust outstanding as
of the January record date for any annual period.
For evaluation of the Securities in the Trust, 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 related Trust to the extent funds are available and then
from the Capital Account. Each such fee may be increased without approval of
Unitholders by amounts not exceeding a proportionate increase in the Consumer
Price Index or any equivalent index substituted therefor.
The Nasdaq-100 Trust Licensor receives an annual fee from the Trust equal to the
greater of (a) .02% of the average net asset value of the Trust computed
quarterly or (b) a minimum of $7,000 during the first year of the Trust's life,
$8,000 during the second year of the Trust's life and $9,000 thereafter. This
fee covers the license to the Trust of the use of various trademarks and trade
names as described under "The Nasdaq-100 Index." This fee may be increased
annually by the amount of the increase, if any, in the Consumer Price Index for
Urban Consumers, All Items, as issued by the Bureau of Labor Statistics, U.S.
Department of Labor, over the prior twelve-month period.
The 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
28
<PAGE>
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; (g) any offering costs incurred after the end of the initial
offering period; and (h) 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." It is expected that
the income stream produced by dividend payments will be insufficient to meet the
expenses of the Trust and, accordingly, it is expected that Securities will be
sold to pay all of the fees and expenses of the Trust. The Trust may pay the
costs of updating its registration statement each year. Unit investment trust
sponsors have historically paid these expenses.
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 has been audited by Allen, Gibbs & Houlik, L.C.,
independent auditors, as set forth in their report appearing elsewhere herein,
and is included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
--------------------
29
<PAGE>
REPORT OF ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
We have audited the accompanying statement of financial condition, including the
Trust portfolio, of Ranson Unit Investment Trusts, Series 88, as of the opening
of business on November 4, 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 88 as of November 4, 1999, in conformity with
generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
November 4, 1999
30
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
STATEMENT OF FINANCIAL CONDITION
AT THE OPENING OF BUSINESS ON NOVEMBER 4, 1999, THE INITIAL DATE OF DEPOSIT
<S> <C>
TRUST PROPERTY
Nasdaq-100
Trust
----------
Contracts to purchase Securities (1) (2) $273,205
--------
Total $273,205
========
NUMBER OF UNITS 27,596
========
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities-
Organizational costs (3) $ 1,367
Deferred sales charge liability 6,899
--------
8,266
--------
Interest of Unitholders-
Cost to investors (4) 275,960
Less: Gross underwriting commission and organizational costs (3) (4) 11,021
--------
Net interest to Unitholders (1) (2) (4) 264,939
--------
Total $273,205
========
<FN>
- --------------------
Notes:
(1) Aggregate cost of the Securities is based on the last sale price evaluations
as determined by the Trustee.
(2) An irrevocable letter of credit issued by The Bank of New York or cash has
been deposited with the Trustee covering the funds (aggregating $273,463)
necessary for the purchase of the Securities in the Trust represented by
purchase contracts.
(3) A portion of the Public Offering Price represents an amount sufficient to pay
for all or a portion of the costs incurred in establishing and offering the
Trust. The amount of these costs is set forth in the "Fee Table." A
distribution will be made as of the close of the initial offering period or
six months after the Initial Date of Deposit (whichever is earlier) to an
account maintained by the Trustee from which this obligation of the investors
will be satisfied.
(4) The aggregate cost to investors includes the applicable sales charge assuming
no reduction of sales charges for quantity purchases.
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
NASDAQ-100 INDEX TRUST, SERIES 7-D
PORTFOLIO AS OF NOVEMBER 4, 1999
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
1 MSFT Microsoft Corporation 50 4,600.00 12.75
2 INTC Intel Corporation 50 3,987.50 7.34
3 CSCO Cisco Systems, Inc. 50 3,575.00 6.70
4 WCOM MCI WORLDCOM, Inc. 50 4,178.13 4.43
5 QCOM QUALCOMM Incorporated 50 13,025.00 3.86
6 DELL Dell Computer Corporation 50 2,100.00 3.09
7 SUNW Sun Microsystems, Inc. 50 5,328.13 2.82
8 NXTL Nextel Communications, Inc. 50 4,496.88 2.70
9 ORCL Oracle Corporation 50 2,865.63 2.64
10 GBLX Global Crossing Ltd 50 1,625.00 2.15
11 JDSU JDS Uniphase Corporation 50 9,571.88 1.80
12 YHOO Yahoo! Inc. 50 9,031.25 1.76
13 AMGN Amgen Inc. 50 3,928.13 1.48
14 VRTS VERITAS Software Corporation 50 5,359.38 1.44
15 AMAT Applied Materials, Inc. 50 4,721.88 1.43
16 XLNX Xilinx, Inc. 50 4,234.38 1.39
17 LVLT Level 3 Communications, Inc. 50 3,565.63 1.34
18 AAPL Apple Computer, Inc. 50 4,075.00 1.24
19 MXIM Maxim Integrated Products, Inc. 50 4,134.38 1.22
20 ALTR Altera Corporation 50 2,643.75 1.18
21 AMZN Amazon.com, Inc. 50 3,290.63 1.16
22 LLTC Linear Technology Corporation 50 3,590.63 1.15
23 TLAB Tellabs, Inc. 50 3,175.00 1.11
24 CMCSK Comcast Corporation 50 1,959.38 1.09
25 IMNX Immunex Corporation 50 2,981.25 1.06
26 QWST Qwest Communications International Inc. 50 1,675.00 1.03
27 CMGI CMGI, Inc. 50 5,193.75 1.01
28 SEBL Siebel Systems, Inc. 50 5,700.00 1.00
29 EBAY eBay Inc. 50 6,353.13 0.95
30 BGEN Biogen, Inc. 50 3,300.00 0.94
31 BMCS BMC Software, Inc. 50 3,071.88 0.88
32 CNXT Conexant Systems, Inc. 50 2,484.38 0.84
33 ERICY LM Ericsson Telephone Company 50 2,059.38 0.81
34 ATHM At Home Corporation 50 1,918.75 0.79
35 KLAC KLA-Tencor Corporation 50 4,284.38 0.75
32
<PAGE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
NASDAQ-100 INDEX TRUST, SERIES 7-D-CONTINUED
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
36 PAYX Paychex, Inc. 50 2,056.25 0.75
37 COST Costco Wholesale Corporation 50 4,065.63 0.74
38 VSTR VoiceStream Wireless Corporation 50 4,575.00 0.73
39 ADCT ADC Telecommunications, Inc. 50 2,403.13 0.69
40 ADBE Adobe Systems Incorporated 50 3,440.63 0.65
41 CMVT Comverse Technology, Inc. 50 5,593.75 0.65
42 NOVL Novell, Inc. 50 1,003.13 0.63
43 NTLI NTL Incorporated 50 3,831.25 0.63
44 CTXS Citrix Systems, Inc. 50 3,634.38 0.62
45 SPOT PanAmSat Corporation 50 1,975.00 0.62
46 CTAS Cintas Corporation 50 2,865.63 0.61
47 VTSS Vitesse Semiconductor Corporation 50 2,306.25 0.61
48 CHIR Chiron Corporation 50 1,437.50 0.58
49 PMTC Parametric Technology Corporation 50 968.75 0.56
50 INTU Intuit Inc. 50 1,450.00 0.54
51 USAI USA Networks, Inc. 50 2,200.00 0.54
52 CIEN CIENA Corporation 50 2,000.00 0.52
53 SBUX Starbucks Corporation 50 1,331.25 0.52
54 BBBY Bed Bath & Beyond Inc. 50 1,787.50 0.51
55 SPLS Staples, Inc. 50 1,021.88 0.51
56 LCOS Lycos, Inc. 50 2,731.25 0.50
57 CEFT Concord EFS, Inc. 50 1,353.13 0.49
58 CPWR Compuware Corporation 50 1,393.75 0.48
59 APCC American Power Conversion Corporation 50 1,187.50 0.47
60 SANM Sanmina Corporation 50 4,690.63 0.46
61 PSFT PeopleSoft, Inc. 50 765.63 0.41
62 SNPS Synopsys, Inc. 50 3,128.13 0.41
63 COMS 3Com Corporation 50 1,406.25 0.40
64 MCLD McLeodUSA Incorporated 50 2,143.75 0.40
65 BMET Biomet, Inc. 50 1,603.13 0.38
66 ERTS Electronic Arts Inc. 50 3,871.88 0.38
67 FISV Fiserv, Inc. 50 1,556.25 0.37
68 VISX VISX, Incorporated 50 3,218.75 0.37
69 SSCC Smurfit-Stone Container Corporation 50 1,043.75 0.34
70 ADPT Adaptec, Inc. 50 2,425.00 0.32
71 GENZ Genzyme General 50 1,900.00 0.31
72 PCAR PACCAR Inc 50 2,196.88 0.31
33
<PAGE>
<CAPTION>
RANSON UNIT INVESTMENT TRUSTS, SERIES 88
NASDAQ-100 INDEX TRUST, SERIES 7-D-CONTINUED
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost ($) (1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
73 CNET CNET, Inc. 50 2,312.50 0.30
74 ATML Atmel Corporation 50 2,093.75 0.25
75 SIAL Sigma-Aldrich Corporation 50 1,396.88 0.23
76 MCHP Microchip Technology Incorporated 50 3,400.00 0.22
77 MOLX Molex Incorporated 50 1,909.38 0.22
78 NETA Network Associates, Inc. 50 978.13 0.22
79 QTRN Quintiles Transnational Corp. 50 868.75 0.22
80 DLTR Dollar Tree Stores, Inc. 50 2,206.25 0.20
81 EFII Electronics for Imaging, Inc. 50 2,231.25 0.16
82 PHSY PacifiCare Health Systems, Inc. 50 2,284.38 0.15
83 APOL Apollo Group, Inc. 50 1,200.00 0.14
84 COMR Comair Holdings, Inc. 50 1,153.13 0.14
85 NWAC Northwest Airlines Corporation 50 1,259.38 0.14
86 ROST Ross Stores, Inc. 50 1,050.00 0.12
87 LNCR Lincare Holdings Inc. 50 1,362.50 0.10
88 MLHR Herman Miller, Inc. 50 1,050.00 0.10
89 RTRSY Reuters Group PLC 50 2,803.13 0.10
90 FAST Fastenal Company 50 1,756.25 0.08
91 TECD Tech Data Corporation 50 1,090.63 0.08
92 WTHG Worthington Industries, Inc. 50 821.88 0.08
93 ADSK Autodesk, Inc. 50 953.13 0.07
94 ANDW Andrew Corporation 50 606.25 0.06
95 FHCC First Health Group Corp. 50 1,156.25 0.06
96 MUEI Micron Electronics, Inc. 50 525.00 0.06
97 CBRL CBRL Group Inc. 50 703.13 0.05
98 CATP Cambridge Technology Partners, Inc. 50 590.63 0.04
99 RXSD Rexall Sundown, Inc. 50 554.69 0.04
100 STEI Stewart Enterprises, Inc. 50 240.63 0.03
-----------
$273,204.69
===========
<FN>
NOTES TO PORTFOLIO
(1) All or a portion of the Securities may have been deposited in the Trust. Any
undelivered Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited with
the Trustee. At the Initial Date of Deposit, the Sponsor has assigned to the
Trustee all of its rights, title and interest in and to such undelivered
Securities. Contracts to purchase Securities were entered into on
34
<PAGE>
November 3, 1999 and have an expected settlement date of November 8, 1999 (see
"The Trust Fund"). The market value of each Security is based on the last
sale price on the business day prior to the Initial Date of Deposit. As of
the Initial Date of Deposit, other information regarding the Securities is as
follows:
Cost to Profit (Loss)
Sponsor to Sponsor
-------- -------------
Nasdaq-100 Trust $273,463 $(258)
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all stocks in the Index based on market value
as of the date set forth above. Because the stocks included in the Index and
the value of such stocks may change from time to time, and because the Trust
may not be able to duplicate the Index exactly, the percentages set forth
above do not represent the actual weighting of each Security in the Trust
portfolio on the Initial Date of Deposit or on any subsequent date. See "The
Trust Portfolio."
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
CONTENTS PAGE
- -------- ----
<S> <C>
Nasdaq-100(Registered Trademark) Index Licensing Agreement 2
Essential Information 3
Fee Table 5
The Trust Fund 6
The Trust Portfolio 7
The Nasdaq-100 Index 8
Risk Factors 11
Federal Tax Status 12
Public Offering of Units 15
Market for Units 18
Redemption 19
Retirement Plans 20
Unitholders 21
Investment Supervision 23
Administration of the Trust 24
Expenses of the Trust 28
Legal Opinions 29
Independent Auditors 29
Report of Independent Auditors 30
Statement of Financial Condition 31
Portfolio 32
Notes to Portfolio 34
</TABLE>
<PAGE>
- --------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- --------------------
[LOGO]
NASDAQ-100
INDEX TRUST
SERIES 7-D
---------------------------
PROSPECTUS NOVEMBER 4, 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 Form S-6 for Ranson Unit Investment
Trust, Series 53 (File No. 333-17811) as filed on January 7, 1997.
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus.
4.1. Consent of Independent Auditors.
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trusts, Series 88, 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 88 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 4th day of
November, 1999.
RANSON UNIT INVESTMENT TRUSTS, SERIES 88,
Registrant
By: RANSON & ASSOCIATES, INC.,
Depositor
By: /s/ ALEX R. MEITZNER
---------------------------------------
Alex R. Meitzner
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on November 4, 1999 by the following persons,
who constitute a majority of the Board of Directors of Ranson & Associates, Inc.
SIGNATURE TITLE
- ---------------------- -----------------------
/s/ DOUGLAS K. ROGERS Executive Vice )
- ---------------------- President and Director )
Douglas K. Rogers
/s/ ALEX R. MEITZNER Chairman of the Board )
- ---------------------- of Directors )
Alex R. Meitzner
/s/ ROBIN K. PINKERTON President, Secretary, )
- ---------------------- Treasurer and Director ) /s/ 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 88
TRUST AGREEMENT
This Trust Agreement dated as of November 4, 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. 333-89805) as filed with the Securities and
Exchange Commission on November 4, 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
Nasdaq-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 Nasdaq-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 Nasdaq-100
Index; or
(xi) that computer program output operated independent of the
Depositor which tracks the Nasdaq-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 Nasdaq-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 Nasdaq-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 Nasdaq-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 Nasdaq-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 Nasdaq-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 Nasdaq-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
Nasdaq-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 Nasdaq-100 Index, and
the percentage weightings of such components, as existed on the last date
on which the Nasdaq-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 88
(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
November 4, 1999
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Re: Ranson Unit Investment Trusts, Series 88; File No. 333-89805
------------------------------------------------------------
Gentlemen:
We have served as counsel for Ranson & Associates, Inc., as Sponsor and
Depositor of Ranson Unit Investment Trusts, Series 88 (the "Fund"), in
connection with the preparation, execution and delivery of 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 Schedules to the Trust Agreement
with the Trustee and pursuant to which the Trustee has issued to or on the order
of the Depositor a certificate or certificates representing all the Units of
fractional undivided interest in, and ownership of, the Fund, created under said
Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units of the
Fund have been duly authorized; and
2. The certificates evidencing the Units of the Fund, when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Trust Agreement, will constitute valid and
binding obligations of the Fund and the Depositor in accordance with
the terms thereof.
<PAGE>
-2-
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-89805) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EXHIBIT 4.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm as experts under the caption
"Independent Auditors" and to the use of our report dated November 4, 1999 in
Amendment No. 1 to the Registration Statement (File No. 333-89805) and related
Prospectus of Ranson Unit Investment Trusts, Series 88.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
November 4, 1999
