SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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: THE FIRST TRUST SPECIAL
SITUATIONS TRUST, SERIES
91
B. Name of Depositor: NIKE SECURITIES L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
E. Title and Amount of
Securities Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.
F. Proposed Maximum Offering
Price to the Public of the
Securities Being Registered: Indefinite.
G. Amount of Filing Fee
(as required by Rule 24f-2): $500.00
H. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
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.
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 91
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each Information as to
depositor Sponsor, Trustee and
Evaluator
3. Name and address of Information as to
trustee Sponsor, Trustee and
Evaluator
4. Name and address of Underwriting
principal underwriters
5. State of organization The First Trust Special
of trust Situations Trust
6. Execution and termination The First Trust Special
of trust agreement Situations Trust; Other
Information
7. Changes of name *
8. Fiscal Year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Rights of Unit Holders
securities
(b) Cumulative or distributive
securities The First Trust Special
Situations Trust
(c) Redemption Rights of Unit Holders
(d) Conversion, transfer, etc. Rights of Unit Holders
(e) Periodic payment plan
certificates *
(f) Voting rights Rights of Unit Holders;
Other Information
(g) Notice of certificate- Rights of Unit Holders;
holders Other Information
(h) Consents required Rights of Unit Holders;
Other Information
(i) Other provisions The First Trust Special
Situations Trust
11. Types of securities comprising The First Trust Special
units Situations Trust
12. Certain information
regarding periodic payment
plan certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The First Trust
Special Situations Trust
(b) Certain information
regarding periodic payment
plan certificates *
(c) Certain percentages Summary of Essential
Information; The First
Trust Special Situations
Trust; Public Offering
(d) Difference in price offered Public Offering
for any class of transactions
to any class or group of
individuals
(e) Certain other load fees, Rights of Unit Holders
expenses, etc. payable by
holders
(f) Certain profits receivable The First Trust Special
by depositor, principal Situations Trust
underwriters, trustee or
affiliated persons
(g) Ratio of annual charges to
income *
14. Issuance of trust's Rights of Unit Holders
securities
15. Receipt and handling of
payments from purchasers *
16. Acquisition and disposition
of underlying securities The First Trust Special
Situations Trust; Rights
of Unit Holders
17. Withdrawal or redemption The First Trust Special
Situations Trust; Public
Offering; Rights of Unit
Holders
18. (a) Receipt, custody and
disposition of income Rights of Unit Holders
(b) Reinvestment of
distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and
reports Rights of Unit Holders
20. Certain miscellaneous
provisions of trust
agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal and
successor Information as to
Sponsor, Trustee and
Evaluator
(e) and (f) Depositor, removal Information as to
and successor Sponsor, Trustee and
Evaluator
21. Loans to security holders *
22. Limitations on liability The First Trust Special
Situations Trust;
Information as to
Sponsor, Trustee and
Evaluator
23. Bonding arrangements Contents of Registration
Statement
24. Other material provisions
of trust agreement *
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to *
officials and affiliated
persons of depositor
29. Voting securities of *
depositor
30. Persons controlling *
depositor
31. Payment by depositor for *
certain services rendered
to trust
32. Payment by depositor for *
certain other services
rendered to trust
33. Remuneration of other *
persons for certain
services rendered to trust
34. Remuneration of other *
persons for certain services
rendered to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's
securities by states Public Offering
36. Suspension of sales of
trust's securities *
37. Revocation of authority
to distribute *
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering;
Underwriting
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) N.A.S.D. membership of Information as to
principal underwriters Sponsor, Trustee and
Evaluator
40. Certain fee received by See Items 13(a) and 13(e)
principal underwriters
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal
underwriters *
42. Ownership of trust's
securities by certain
persons *
43. Certain brokerage
commissions received
by principal underwriters *
44. (a) Method of valuation Summary of Essential
Information; The First
Trust Special Situations
Trust; Public Offering
(b) Schedule as to offering
price *
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption
rights *
46. (a) Redemption Valuation Rights of Unit Holders
(b) Schedule as to redemption
price *
47. Maintenance of position Public Offering; Rights
in underlying securities of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation Information as to
of trustee Sponsor, Trustee and
Evaluator
49. Fees and expenses of trustee The First Trust Special
Situations Trust
50. Trustee's lien The First Trust Special
Situations Trust
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES
51. Insurance of holders of *
trust's securities
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust The First Trust Special
agreement with respect Situations Trust; Rights
to selection or elimination of Unit Holders
of underlying securities
(b) Transactions involving
elimination of underlying
securities *
(c) Policy regarding The First Trust Special
substitution or elimination Situations Trust; Rights
of underlying securities of Unit Holders
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust The First Trust Special
Situations Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during
last ten years *
55. Certain information regarding
periodic payment plan
certificates
56. Certain information regarding
periodic payment plan
certificates
57. Certain information regarding *
periodic payment plan
certificates
58. Certain information regarding
periodic payment plan
certificates
59. Financial statements Report of Independent
(Instruction 1(b) to Auditors; Statement of
Form S-6) Net Assets
__________________________
* Inapplicable, answer negative or not required.
SUBJECT TO COMPLETION, DATED FEBRUARY 28, 1994
Food & Beverage Growth Trust, Series 1
Food & Beverage Growth & Treasury Securities Trust,
Series 2
The First Trust Special Situations Trust, Series 91 consists of
the underlying separate unit investment trusts set forth above.
The various trusts are sometimes collectively referred to herein
as the "Trusts." The Food & Beverage Growth Trust, Series 1 is
sometimes individually referred to herein as the "Growth Trust."
The Food & Beverage Growth & Treasury Securities Trust, Series
2 is sometimes individually referred to herein as the "Growth
& Treasury Trust."
The Growth Trust consists of a portfolio solely containing common
stocks issued by companies which are involved in the food and
beverage industry. The Growth & Treasury Trust consists of a portfolio
containing zero coupon U.S. Treasury bonds and common stocks issued
by companies which are involved in the food and beverage industry.
See "What are the Equity Securities?"
The objective of the Growth Trust is to provide income and potential
capital appreciation by investing the entire Trust's portfolio
in common stocks ("Equity Securities"). Such Equity Securities
are sometimes also referred to herein as the "Securities." Each
Unit of the Growth Trust represents an undivided fractional interest
in all the Equity Securities deposited in the Trust. See "Schedule
of Investments" for the Growth Trust. The Growth Trust has a Mandatory
Termination Date as set forth under "Summary of Essential Information."
There is, of course, no guarantee that the objective of the Growth
Trust will be achieved.
The objective of the Growth & Treasury Trust is to protect Unit
holders' capital and provide income and potential capital appreciation
by investing a portion of its portfolio in zero coupon U.S. Treasury
bonds ("Treasury Obligations") and the remainder of the Trust's
portfolio in common stocks ("Equity Securities"). Collectively,
the Treasury Obligations and the Equity Securities are referred
to herein as the "Securities." See "Schedule of Investments" for
the Growth & Treasury Trust. The Growth & Treasury Trust has a
Mandatory Termination Date as set forth under "Summary of Essential
Information." The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government and
are backed by the full faith and credit of the U.S. Government.
The guarantee of the U.S. Government does not apply to the market
value of the Treasury Obligations or the Units of the Trust, whose
net asset value will fluctuate and, prior to maturity, may be
worth more or less than a purchaser's acquisition cost. There
is, of course, no guarantee that the objective of the Growth &
Treasury Trust will be achieved.
Each Unit of the Growth & Treasury Trust represents an undivided
fractional interest in all the Securities deposited in the Trust.
The Growth & Treasury Trust has been organized so that purchasers
of Units should receive, at the termination of the Trust, an amount
per Unit at least equal to $10.00 (which is equal to the per Unit
value upon maturity of the Treasury Obligations), even if such
Trust never paid a dividend and the value of the Equity Securities
were to decrease to zero, which the Sponsor considers highly unlikely.
This feature of the Growth & Treasury Trust provides Unit holders
who purchase Units at a price of $10.00 or less per Unit with
total principal protection, including any sales charges paid,
although they might forego any earnings on the amount invested.
To the extent that Units are purchased at a price less than $10.00
per Unit, this feature may also provide a potential for capital
appreciation.UNIT HOLDERS DISPOSING OF THEIR UNITS PRIOR TO THE
MATURITY OF THE TRUST MAY RECEIVE MORE OR LESS THAN $10.00 PER
UNIT, DEPENDING ON MARKET CONDITIONS ON THE DATE UNITS ARE SOLD
OR REDEEMED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE
BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
The date of this Prospectus is , 1994
Page 1
The Treasury Obligations deposited in the Growth & Treasury Trust
on the Initial Date of Deposit will mature on (the "Treasury
Obligations Maturity Date"). The Treasury Obligations in the Growth
& Treasury Trust have a maturity value equal to or greater than
the aggregate Public Offering Price (which includes the sales
charge) of the Units of the Trust on the Initial Date of Deposit.
The Equity Securities deposited in the Trust's portfolio have
no fixed maturity date and the value of these underlying Equity
Securities will fluctuate with changes in the values of stocks
in general and with changes in the conditions and performance
of the specific Securities owned by the Trust. See "Portfolio."
With respect to the Growth Trust, the Sponsor may, from time to
time during a period of up to approximately 180 days after the
Initial Date of Deposit, deposit additional Equity Securities
in the Trust. Such deposits of additional Equity Securities will,
therefore, be done in such a manner that the original proportionate
relationship amongst the individual issues of the Equity Securities
shall be maintained. Any deposit by the Sponsor of additional
Equity Securities will duplicate, as nearly as is practicable,
the original proportionate relationship established on the Initial
Date of Deposit, and not the actual proportionate relationship
on the subsequent date of deposit, since the actual proportionate
relationship may be different than the original proportionate
relationship. Any such difference may be due to the sale, redemption
or liquidation of any Equity Securities deposited in the Trust
on the Initial, or any subsequent, Date of Deposit. See "What
is The First Trust Special Situations Trust?" and "How May Securities
be Removed from the Trusts?"
With respect to the Growth & Treasury Trust, the Sponsor may,
from time to time during a period of up to approximately 180 days
after the Initial Date of Deposit, also deposit additional Securities
in the Trust, provided it maintains the original percentage relationship
between the Treasury Obligations and Equity Securities in the
Trust's portfolio. Such deposits of additional Securities will,
therefore, be done in such a manner that the maturity value of
each Unit should always be an amount at least equal to $10.00,
and that the original proportionate relationship amongst the individual
issues of the Equity Securities in the Trust shall be maintained.
Any deposit by the Sponsor of additional Securities will duplicate,
as nearly as is practicable, the original proportionate relationship
established on the Initial Date of Deposit, and not the actual
proportionate relationship on the subsequent date of deposit,
since the actual proportionate relationship may be different than
the original proportionate relationship. Any such difference may
be due to the sale, redemption or liquidation of any Securities
deposited in a Trust on the Initial, or any subsequent, Date of
Deposit. See "What is the First Trust Special Situations Trust?"
and "How May Securities be Removed from the Trusts?"
Public Offering Price. With respect to the Growth Trust, the Public
Offering Price per Unit of the Trust during the initial offering
period is equal to the aggregate underlying value of the Equity
Securities in the Trust (generally determined by the closing sale
prices of listed Equity Securities and the ask prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the Trust, plus
a maximum sales charge of 4.9% (equivalent to 5.152% of the net
amount invested). A pro rata share of accumulated dividends, if
any, in the Income Account is included in the Public Offering
Price. The secondary market Public Offering Price per Unit will
be based upon the aggregate underlying value of the Equity Securities
in the Trust (generally determined by the closing sale prices
of listed Equity Securities and the bid prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the Trust plus a
maximum sales charge of 4.9% (equivalent to 5.152% of the net
amount invested) subject to reduction beginning , 1995.
With respect to the Growth & Treasury Trust, the Public Offering
Price per Unit of the Trust during the initial offering period
is equal to a pro rata share of the offering prices of the Treasury
Obligations and the aggregate underlying value of the Equity Securities
in the Trust (generally determined by the closing sale prices
of listed Equity Securities and the ask prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the Trust, plus
a maximum sales charge of 5.5% (equivalent to 5.820% of the net
amount invested). The secondary market Public Offering Price per
Unit will be based upon a pro rata share of the bid prices of
the Treasury Obligations and the aggregate underlying value of
the Equity Securities in the Trust (generally determined by the
closing sale prices of listed
Page 2
Equity Securities and the bid prices of over-the-counter traded
Equity Securities) plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust plus a maximum
sales charge of 5.5% (equivalent to 5.820% of the net amount invested)
subject to reduction beginning , 1995.
The minimum purchase for each Trust is $1,000. The sales charge
is reduced on a graduated scale for sales involving at least 5,000
Units with respect to the Growth Trust and 10,000 Units with respect
to the Growth & Treasury Trust. See "How is the Public Offering
Price Determined?"
Dividend and Capital Gains Distributions. Distributions of dividends
received, and realized capital gains, if any, received by each
Trust will be paid in cash on the Distribution Date to Unit holders
of record on the Record Date as set forth in the "Summary of Essential
Information." Any distribution of income and/or capital gains
will be net of the expenses of such Trust. Distribution of funds
in the Capital Account, if any, will be made at least annually
in December of each year. INCOME WITH RESPECT TO THE ACCRUAL OF
ORIGINAL ISSUE DISCOUNT ON THE TREASURY OBLIGATIONS IN THE GROWTH
& TREASURY TRUST WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH UNIT
HOLDERS OF THE GROWTH & TREASURY TRUST WILL BE SUBJECT TO INCOME
TAX AT ORDINARY INCOME RATES AS IF A DISTRIBUTION HAD OCCURRED.
See "What is the Federal Tax Status of Unit Holders?" Additionally,
upon termination of each Trust, the Trustee will distribute, upon
surrender of Units for redemption, to each Unit holder his pro
rata share of such Trust's assets, less expenses, in the manner
set forth under "Rights of Unit Holders-How are Income and Capital
Distributed?"
Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor may maintain a
market for Units of each Trust and offer to repurchase such Units,
in the case of the Growth Trust, at prices which are based on
the aggregate underlying value of the Equity Securities in the
Trust (generally determined by the closing sale prices of listed
Equity Securities and the bid prices of over-the-counter traded
Equity Securities) plus or minus cash, if any, in the Capital
and Income Accounts of the Trust; in the case of the Growth &
Treasury Trust, at prices which are based on the aggregate bid
side evaluation of the Treasury Obligations and the aggregate
underlying value of Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities
and the bid prices of over-the-counter traded Equity Securities)
plus or minus cash, if any, in the Capital and Income Accounts
of the Trust. If a secondary market is maintained during the initial
offering period, in the case of the Growth Trust, the prices at
which Units will be repurchased will also be based on the aggregate
underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities
and the ask prices of over-the-counter traded Equity Securities)
plus or minus cash, if any, in the Capital and Income Accounts
of the Trust. In the case of the Growth & Treasury Trust, if a
secondary market is maintained during the initial offering period,
the prices at which Units will be repurchased will be based upon
the aggregate offering side evaluation of the Treasury Obligations
and the aggregate underlying value of the Equity Securities in
the Trust (generally determined by the closing sale prices of
listed Equity Securities and the ask prices of over-the-counter
traded Equity Securities) plus or minus cash, if any, in the Capital
and Income Accounts of the Trust. If a secondary market is not
maintained, in the case of the Growth Trust, a Unit holder may
redeem Units through redemption at prices based on the aggregate
underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities
and the bid prices of over-the-counter traded Equity Securities)
plus or minus cash, if any, in the Capital and Income Accounts
of the Trust. With respect to the Growth Trust, a Unit holder
tendering 2,500 Units or more for redemption may request a distribution
of shares of Equity Securities (reduced by customary transfer
and registration charges) in lieu of payment in cash. In the case
of the Growth & Treasury Trust, if a secondary market is not maintained,
a Unit holder may redeem Units through redemption at prices based
upon the aggregate bid price of the Treasury Obligations plus
the aggregate underlying value of the Equity Securities in the
Trust (generally determined by the closing sale prices of listed
Equity Securities and the bid prices of over-the-counter traded
Equity Securities) plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust. See "How
May Units be Redeemed?"
Termination. Commencing on the Mandatory Termination Date for
the Growth Trust and on the Treasury Obligations Maturity Date
for the Growth & Treasury Trust, Equity Securities will begin
to be sold in connection
Page 3
with the termination of each Trust. The Sponsor will determine
the manner, timing and execution of the sale of the Equity Securities.
Written notice of any termination of a Trust specifying the time
or times at which Unit holders may surrender their certificates
for cancellation shall be given by the Trustee to each Unit holder
at his address appearing on the registration books of such Trust
maintained by the Trustee. At least 60 days prior to the Mandatory
Termination Date for the Growth Trust and at least 60 days prior
to the Treasury Obligations Maturity Date for the Growth & Treasury
Trust, the Trustee will provide written notice thereof to all
Unit holders and will include with such notice a form to enable
Unit holders to elect a distribution of shares of Equity Securities
(reduced by customary transfer and registration charges) if such
Unit holder owns at least 2,500 Units of such Trust, rather than
to receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. All Unit holders of the Growth & Treasury Trust
will receive their pro rata portion of the Treasury Obligations
in cash upon the termination of the Trust. To be effective, the
election form, together with surrendered certificates and other
documentation required by the Trustee, must be returned to the
Trustee at least five business days prior to the Mandatory Termination
Date for the Growth Trust and at least five business days prior
to the Treasury Obligations Maturity Date for the Growth & Treasury
Trust. Unit holders not electing a distribution of shares of Equity
Securities will receive a cash distribution from the sale of the
remaining Securities within a reasonable time after each Trust
is terminated. See "Rights of Unit Holders-How are Income and
Capital Distributed?"
Page 4
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1994
Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: Securities Evaluation Service, Inc.
<TABLE>
<CAPTION>
Food & Beverage
Growth Trust
Series 1
_______________
<S> <C>
General Information
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities in Portfolio (1) $
Aggregate Offering Price Evaluation per 100 Units $
Sales Charge (2) $
Public Offering Price per 100 Units (3) $
Sponsor's Initial Repurchase Price per 100 Units $
Redemption Price per 100 Units (4) $
</TABLE>
CUSIP Number
Mandatory Termination Date , 2001
First Settlement Date
Discretionary Liquidation Amount The Trust may be terminated
if the value of the Equity Securities
is less than 40% of the total value
of Equity Securities deposited in
the Trust during the primary offering
period.
Trustee's Annual Fee $.90 per 100 Units outstanding.
Evaluator's Annual Fee $.30 per 100 Units outstanding. Eval-
uations for purposes of sale, purchase
or redemption of Units are made as of
the close of trading (4:00 p.m.
Eastern time) on the New York Stock
Exchange on each day on which it is
open.
Supervisory Fee Maximum of $.25 per 100 Units out-
standing annually payable to an
affiliate of the Sponsor.
Income Distribution Record Date Fifteenth day of each June
and December commencing
.
Income Distribution Date (5) Last day of each June and
December commencing
.
[FN]
(1) Each Equity Security listed on a national securities exchange
or the NASDAQ National Market System is valued at the last closing
sale price, or if no such price exists or if the Equity Security
is not so listed, at the closing ask price thereof.
(2) Sales charge of 4.9% of the Public Offering Price per 100
Units (5.152% of the net amount invested.)
(3) On the Initial Date of Deposit there will be no accumulated
dividends in the Income Account. Anyone ordering Units after such
date will pay a pro rata share of any accumulated dividends in
such Income Account. The Public Offering Price as shown reflects
the value of the Equity Securities at the opening of business
on the Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Equity Securities will
be deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. Eastern time and sold to investors
at a Public Offering Price per Unit based on this valuation.
(4) Redemption price per 100 Units (based on the aggregate underlying
value of Equity Securities) is $ less than Public Offering
Price per 100 Units. See "How May Units be Redeemed?"
(5) Distributions from the Capital Account will be made monthly
payable on the fifteenth day of the month to Unit holders of record
on the first day of such month if the amount available for distribution
equals at least $1.00 per 100 Units. Notwithstanding, distributions
of funds in the Capital Account, if any, will be made in December
of each year.
Page 5
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1994
Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: Securities Evaluation Service, Inc.
<TABLE>
<CAPTION>
Food & Beverage
Growth & Treasury
Securities Trust
Series 2
________________
<S> <C>
General Information
Aggregate Maturity Value of Treasury Obligations Initially Deposited $
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $
Aggregate Offering Price Evaluation of Securities per 100 Units $
Sales Charge (2) $
Public Offering Price per 100 Units (3) $
Sponsor's Initial Repurchase Price per 100 Units $
Redemption Price per 100 Units (4) $
</TABLE>
CUSIP Number
Treasury Obligations Maturity Date
Mandatory Termination Date , 2006
First Settlement Date
Trustee's Annual Fee $.90 per 100 Units outstanding.
Evaluator's Annual Fee $.30 per 100 Units outstanding. Eval-
uations for purposes of sale, purchase
or redemption of Units are made as of
the close of trading (4:00 p.m.
Eastern time) on the New York Stock
Exchange on each day on which it is
open.
Supervisory Fee Maximum of $.25 per 100 Units out-
standing annually payable to an
affiliate of the Sponsor.
Income Distribution Record Date Fifteenth day of each June and
December commencing .
Income Distribution Date (5) Last day of each June and
December commencing .
[FN]
(1) Each Equity Security listed on a national securities exchange
or the NASDAQ National Market System is valued at the last closing
sale price, or if no such price exists or if the Equity Security
is not so listed, at the closing ask price thereof. The Treasury
Obligations are valued at their aggregate offering side evaluation.
(2) Sales charge of 5.5% of the Public Offering Price per 100
Units (5.820% of the net amount invested.)
(3) On the Initial Date of Deposit there will be no accumulated
dividends in the Income Account. Anyone ordering Units after such
date will pay a pro rata share of any accumulated dividends in
such Income Account. The Public Offering Price as shown reflects
the value of the Equity Securities at the opening of business
on the Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Equity Securities will
be deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. Eastern time and sold to investors
at a Public Offering Price per Unit based on this valuation.
(4) Redemption price per 100 Units (based on bid price evaluation
of underlying Treasury Obligations and aggregate underlying value
of Equity Securities). The Redemption Price per 100 Units is $
less than the Public Offering Price per 100 Units and $
less than Sponsor's Initial Repurchase Price per 100 Units
for the Growth & Treasury Trust See "How May Units be Redeemed?"
(5) Distributions from the Capital Account will be made monthly
payable on the fifteenth day of the month to Unit holders of record
on the first day of such month if the amount available for distribution
equals at least $1.00 per 100 Units. Notwithstanding, distributions
of funds in the Capital Account, if any, will be made in December
of each year.
Page 6
Food & Beverage Growth Trust, Series 1
Food & Beverage Growth & Treasury Securities Trust,
Series 2
The First Trust Special Situations Trust, Series 91
What is The First Trust Special Situations Trust?
The First Trust Special Situations Trust, Series 91 is one of
a series of investment companies created by the Sponsor under
the name of The First Trust Special Situations Trust, all of which
are generally similar but each of which is separate and is designated
by a different series number. This Series consists of the underlying
separate unit investment trusts designated as: Food & Beverage
Growth Trust, Series 1 and Food & Beverage Growth & Treasury Securities
Trust, Series 2 (collectively, the "Trusts" and each, individually,
a "Trust"). The Food & Beverage Growth Trust, Series 1 is sometimes
individually referred to herein as the "Growth Trust." The Food
& Beverage Growth & Treasury Securities Trust, Series 2 is sometimes
referred to herein as the "Growth & Treasury Trust." The Series
was created under the laws of the State of New York pursuant to
a Trust Agreement (the "Indenture"), dated the Initial Date of
Deposit, with Nike Securities L.P., as Sponsor, United States
Trust Company of New York, as Trustee, Securities Evaluation Service,
Inc., as Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor.
The Food & Beverage Growth Trust, Series 1 consists of a portfolio
solely containing common stocks issued by companies which are
involved in the food and beverage industry. The Food & Beverage
Growth & Treasury Securities Trust, Series 2 consists of a portfolio
containing zero coupon bonds and common stocks issued by companies
which are involved in the food and beverage industry. See "What
are Equity Securities?"
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of zero coupon
U.S. Treasury bonds and common stocks (in the case of the Growth
Trust, only confirmations of contracts for the purchase of common
stocks), together with an irrevocable letter or letters of credit
of a financial institution in an amount at least equal to the
purchase price of such securities. In exchange for the deposit
of securities or contracts to purchase securities in each Trust,
the Trustee delivered to the Sponsor documents evidencing the
entire ownership of each Trust.
The objective of the Growth Trust is to provide income and potential
capital appreciation by investing the entire Trust's portfolio
in common stocks ("Equity Securities"). Such Equity Securities
are sometimes also referred to herein as the "Securities." Each
Unit of the Growth Trust represents an undivided fractional interest
in all the Equity Securities deposited in the Trust. See "Schedule
of Investments" for the Growth Trust. The Growth Trust has a Mandatory
Termination Date as set forth under "Summary of Essential Information."
There is, of course, no guarantee that the objective of the Growth
Trust will be achieved.
The objective of the Growth & Treasury Trust is to protect Unit
holders' capital and provide income and potential capital appreciation
by investing a portion of its portfolio in zero coupon U.S. Treasury
bonds ("Treasury Obligations") and the remainder of the Trust's
portfolio in common stocks ("Equity Securities"). Collectively,
the Treasury Obligations and the Equity Securities are referred
to herein as the "Securities." See "Schedule of Investments" for
the Growth & Treasury Trust. The Growth & Treasury Trust has a
Mandatory Termination Date as set forth under "Summary of Essential
Information." The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government and
are backed by the full faith and credit of the U.S. Government.
The guarantee of the U.S. Government does not apply to the market
value of the Treasury Obligations or the Units of the Trust, whose
net asset values will fluctuate and, prior to maturity, may be
worth more or less than a purchaser's acquisition cost. There
is, of course, no guarantee that the objective of the Growth &
Treasury Trust will be achieved.
With the deposit of Equity Securities in the Growth Trust on the
Initial Date of Deposit, the Sponsor established a percentage
relationship between the amounts of Equity Securities in the Trust's
portfolio. With the deposit of the Securities in the Growth &
Treasury Trust on the Initial Date of Deposit, the Sponsor established
a percentage relationship between the principal amounts of Treasury
Obligations and Equity Securities
Page 7
in the Trust's portfolio. From time to time following the Initial
Date of Deposit, the Sponsor, pursuant to the Indenture, may deposit
additional Securities in a Trust and Units may be continuously
offered for sale to the public by means of this Prospectus, resulting
in a potential increase in the outstanding number of Units of
a Trust. Any additional Equity Securities deposited in the Growth
Trust will maintain, as nearly as is practicable, the original
proportionate relationship of the Equity Securities in the Trust's
portfolio. Any additional Securities deposited in the Growth &
Treasury Trust will maintain, as nearly as is practicable, the
original proportionate relationship of the Treasury Obligations
and Equity Securities in such Trust's portfolio. Such deposits
of additional Securities in the Growth & Treasury Trust will,
therefore, be done in such a manner that the maturity value of
the Treasury Obligations represented by each Unit should always
be an amount at least equal to $10.00, and that the original proportionate
relationship amongst the individual issues of the Equity Securities
shall be maintained. Any deposit by the Sponsor of additional
Securities in a Trust will duplicate, as nearly as is practicable,
the original proportionate relationship and not the actual proportionate
relationship on the subsequent date of deposit, since the actual
proportionate relationship may be different than the original
proportionate relationship. Any such difference may be due to
the sale, redemption or liquidation of any of the Securities deposited
in a Trust on the Initial, or any subsequent, Date of Deposit.
See "How May Securities be Removed from the Trusts?" On a cost
basis to the Food & Beverage Growth & Treasury Securities Trust,
Series 2, the original percentage relationship on the Initial
Date of Deposit was approximately % Treasury Obligations
and approximately % Equity Securities. The original percentage
relationship of each Equity Security in the Trust is set forth
herein under "Schedule of Investments." Since the prices of the
underlying Equity Securities in the Growth Trust will fluctuate
daily, the ratio, on a market value basis, will also change daily.
Likewise, the prices of the underlying Treasury Obligations and
Equity Securities in the Growth & Treasury Trust will fluctuate
daily and the ratio, on a market value basis, will also change
daily. The portion of Equity Securities represented by each Unit
of the Growth Trust will not change as a result of the deposit
of additional Equity Securities in the Growth Trust. The maturity
value of the Treasury Obligations and the portion of Equity Securities
represented by each Unit of the Growth & Treasury Trust will not
change as a result of the deposit of additional Securities in
the Growth & Treasury Trust.
On the Initial Date of Deposit, each Unit of a Trust represented
the undivided fractional interest in the Securities deposited
in such Trust set forth under "Summary of Essential Information."
The Growth & Treasury Trust has been organized so that purchasers
of Units should receive, at the termination of the Trust, an amount
per Unit at least equal to $10.00 per Unit (which is equal to
the per Unit value upon maturity of the Treasury Obligations),
even if the Equity Securities never paid a dividend and the value
of the Equity Securities in the Trust were to decrease to zero,
which the Sponsor considers highly unlikely. Furthermore, the
Sponsor will take such steps in connection with the deposit of
additional Securities in the Growth & Treasury Trust as are necessary
to maintain a maturity value of the Units of the Trust at least
equal to $10.00 per Unit. The receipt of only $10.00 per Unit
upon the termination of the Growth & Treasury Trust (an event
which the Sponsor believes is unlikely) represents a substantial
loss on a present value basis. At current interest rates, the
present value of receiving $10.00 per Unit as of the termination
of the Growth & Treasury Trust would be approximately $
per Unit (the present value is indicated by the amount per Unit
which is invested in Treasury Obligations). Furthermore, the $10.00
per Unit in no respect protects investors against diminution in
the purchasing power of their investment due to inflation (although
expectations concerning inflation are a component in determining
prevailing interest rates, which in turn determine present values).
If inflation were to occur at the rate of 5% per annum during
the period ending at the termination of the Growth & Treasury
Trust, the present dollar value of $10.00 per Unit at the termination
of the Trust would be approximately
$ per Unit. To the extent that Units of a Trust are redeemed,
the aggregate value of the Securities in such Trust will be reduced
and the undivided fractional interest represented by each outstanding
Unit of the Trust will increase. However, if additional Units
are issued by a Trust in connection with the deposit of additional
Securities by the Sponsor, the aggregate value of the Securities
in such Trust will be increased by amounts allocable to additional
Units, and the fractional undivided interest represented by each
Unit of such Trust will be decreased proportionately. See "How
May Units be Redeemed?" The Trusts each have a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
Page 8
What are the Expenses and Charges?
At no cost to the Trusts, the Sponsor has borne all the expenses
of creating and establishing the Trusts, including the cost of
the initial preparation, printing and execution of the Indenture
and the certificates for the Units, legal and accounting expenses,
expenses of the Trustee and other out-of-pocket expenses. The
Sponsor will not receive any fees in connection with its activities
relating to the Trusts. However, First Trust Advisors L.P., an
affiliate of the Sponsor, will receive an annual supervisory fee,
which is not to exceed the amount set forth under "Summary of
Essential Information," for providing portfolio supervisory services
for each Trust. Such fee is based on the number of Units outstanding
in a Trust on January 1 of each year except for the year or years
in which an initial offering period occurs in which case the fee
for a month is based on the number of Units outstanding at the
end of such month. The fee may exceed the actual costs of providing
such supervisory services for a Trust, but at no time will the
total amount received for portfolio supervisory services rendered
to unit investment trusts of which Nike Securities L.P. is the
Sponsor in any calendar year exceed the aggregate cost to First
Trust Advisors L.P. of supplying such services in such year. First
Trust Advisors L.P. may pay a portion of such fee to the Underwriter
for research services. See "Underwriting."
Subsequent to the initial offering period, the Evaluator will
receive a fee as indicated in the "Summary of Essential Information."
The Trustee pays certain expenses of the Trusts for which it is
reimbursed by each Trust. The Trustee will receive for its ordinary
recurring services to each Trust an annual fee computed at $.90
per annum per 100 Units in each Trust outstanding based upon the
largest aggregate number of Units of the Trust outstanding at
any time during the year. For a discussion of the services performed
by the Trustee pursuant to its obligations under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."
The Trustee's and Evaluator's fees are payable from the Income
Account of each Trust to the extent funds are available and then
from the Capital Account of each Trust. Since the Trustee has
the use of the funds being held in the Capital and Income Accounts
for payment of expenses and redemptions and since such Accounts
are noninterest-bearing to Unit holders, the Trustee benefits
thereby. Part of the Trustee's compensation for its services to
each Trust is expected to result from the use of these funds.
Both fees may be increased without approval of the Unit holders
by amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.
The following additional charges are or may be incurred by a Trust:
all legal and annual auditing expenses of the Trustee incurred
by or in connection with its responsibilities under the Indenture;
the expenses and costs of any action undertaken by the Trustee
to protect the Trust and the rights and interests of the Unit
holders; fees of the Trustee for any extraordinary services performed
under the Indenture; indemnification of the Trustee for any loss,
liability or expense incurred by it without negligence, bad faith
or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification
of the Sponsor for any loss, liability or expense incurred without
gross negligence, bad faith or willful misconduct in acting as
Depositor of a Trust; all taxes and other government charges imposed
upon the Securities or any part of a Trust (no such taxes or charges
are being levied or made or, to the knowledge of the Sponsor,
contemplated). The above expenses and the Trustee's annual fee,
when paid or owing to the Trustee, are secured by a lien on a
Trust. In addition, the Trustee is empowered to sell Securities
in a Trust in order to make funds available to pay all these amounts
if funds are not otherwise available in the Income and Capital
Accounts of a Trust except that the Trustee shall not sell Treasury
Obligations to pay Growth & Treasury Trust expenses. Since the
Equity Securities are all common stocks and the income stream
produced by dividend payments is unpredictable, the Sponsor cannot
provide any assurance that dividends will be sufficient to meet
any or all expenses of the Trusts. As described above, if dividends
are insufficient to cover expenses, it is likely that Equity Securities
will have to be sold to meet Trust expenses. These sales may result
in capital gains or losses to Unit holders. See "What is the Federal
Tax Status of Unit Holders?"
The Indenture requires the Trusts to be audited on an annual basis
at the expense of each Trust by independent auditors selected
by the Sponsor. So long as the Sponsor is making a secondary market
for the Units, the Sponsor is required to bear the cost of such
annual audits to the extent such cost exceeds $.50 per
Page 9
100 Units. Unit holders of a Trust covered by an audit may obtain
a copy of the audited financial statements upon request.
What is the Federal Tax Status of Unit Holders?
The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition
of the Units of the Trusts. The summary is limited to investors
who hold the Units as "capital assets" (generally, property held
for investment) within the meaning of Section 1221 of the Internal
Revenue Code of 1986 (the "Code"). Unit holders should consult
their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition
of Units in the Trusts.
In the opinion of Chapman and Cutler, special counsel for the
Sponsor, under existing law:
1. Each Trust is not an association taxable as a corporation
for Federal income tax purposes; each Unit holder will be treated
as the owner of a pro rata portion of the assets of a Trust under
the Code; and the income of each Trust will be treated as income
of the Unit holders thereof under the Code. Each Unit holder will
be considered to have received his pro rata share of income derived
from each Trust asset when such income is received by a Trust.
2. Each Unit holder will have a taxable event when a Trust disposes
of a Security (whether by sale, exchange, redemption or otherwise)
or upon the sale or redemption of Units by such Unit holder. The
price a Unit holder pays for his Units, including sales charges,
is allocated among his pro rata portion of each Security held
by a Trust (in proportion to the fair market values thereof on
the date the Unit holder purchases his Units) in order to determine
his initial cost for his pro rata portion of each Security held
by a Trust. The Treasury Obligations held by the Growth & Treasury
Trust are treated as stripped bonds and may be treated as bonds
issued at an original issue discount as of the date a Unit holder
purchases his Units. Because the Treasury Obligations represent
interests in "stripped" U.S. Treasury bonds, a Unit holder's initial
cost for his pro rata portion of each Treasury Obligation held
by the Growth & Treasury Trust shall be treated as its "purchase
price" by the Unit holder. Original issue discount is effectively
treated as interest for Federal income tax purposes and the amount
of original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price
at maturity. A Unit holder of the Growth & Treasury Trust will
be required to include in gross income for each taxable year the
sum of his daily portions of original issue discount attributable
to the Treasury Obligations held by the Trust as such original
issue discount accrues and will in general be subject to Federal
income tax with respect to the total amount of such original issue
discount that accrues for such year even though the income is
not distributed to the Unit holders during such year to the extent
it is not less than a "de minimis" amount as determined under
a Treasury Regulation issued on December 28, 1992 relating to
stripped bonds. To the extent the amount of such discount is less
than the respective "de minimis" amount, such discount shall be
treated as zero. In general, original issue discount accrues daily
under a constant interest rate method which takes into account
the semi-annual compounding of accrued interest. In the case of
the Treasury Obligations, this method will generally result in
an increasing amount of income to the Unit holders of the Growth
& Treasury Trust each year. Unit holders of the Growth & Treasury
Trust should consult their tax advisers regarding the Federal
income tax consequences and accretion of original issue discount
under the stripped bond rules. For Federal income tax purposes,
a Unit holder's pro rata portion of dividends as defined by Section
316 of the Code paid with respect to an Equity Security held by
each Trust are taxable as ordinary income to the extent of such
corporation's current and accumulated "earnings and profits".
A Unit holder's pro rata portion of dividends paid on such Equity
Security which exceed such current and accumulated earnings and
profits will first reduce a Unit holder's tax basis in such Equity
Security, and to the extent that such dividends exceed a Unit
holder's tax basis in such Equity Security shall generally be
treated as capital gain. In general, any such capital gain will
be short term unless a Unit holder has held his Units for more
than one year.
3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a
Trust will generally be considered a capital gain except in the
case of a dealer or a financial
Page 10
institution and, in general, will be long-term if the Unit holder
has held his Units for more than one year. A Unit holder's portion
of loss, if any, upon the sale or redemption of Units or the disposition
of Securities held by a Trust will generally be considered a capital
loss except in the case of a dealer or a financial institution
and, in general, will be long-term if the Unit holder has held
his Units for more than one year. Unit holders should consult
their tax advisers regarding the recognition of such capital gains
and losses for Federal income tax purposes.
4. The Code provides that "miscellaneous itemized deductions"
are allowable only to the extent that they exceed two percent
of an individual taxpayer's adjusted gross income. Miscellaneous
itemized deductions subject to this limitation under present law
include a Unit holder's pro rata share of expenses paid by a Trust,
including fees of the Trustee and the Evaluator.
Dividends Received Deduction. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with
respect to such Unit holder's pro rata portion of dividends received
by a Trust (to the extent such dividends are taxable as ordinary
income, as discussed above) in the same manner as if such corporation
directly owned the Equity Securities paying such dividends. However,
a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility
of dividends for the 70% dividends received deduction. These limitations
include a requirement that stock (and therefore Units) must generally
be held at least 46 days (as determined under Section 246(c) of
the Code). Proposed regulations have been issued which address
special rules that must be considered in determining whether the
46 day holding requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unit
holder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Unit holders should consult with their tax advisers with respect
to the limitations on and possible modifications to the dividends
received deduction.
Recognition of Taxable Gain or Loss Upon Disposition of Securities
by a Trust or Disposition of Units. As discussed above, a Unit
holder may recognize taxable gain (or loss) when a Security is
disposed of by a Trust or if the Unit holder disposes of a Unit.
For taxpayers other than corporations, net capital gains are subject
to a maximum marginal tax rate of 28%. However, it should be noted
that legislative proposals are introduced from time to time that
affect tax rates and could affect relative differences at which
ordinary income and capital gains are taxed.
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised
tax rates on ordinary income while capital gains remain subject
to a 28% maximum stated rate. Because some or all capital gains
are taxed at a comparatively lower rate under the Tax Act, the
Tax Act includes a provision that would recharacterize capital
gains as ordinary income in the case of certain financial transactions
that are "conversion transactions" effective for transactions
entered into after April 30, 1993. Unit holders and prospective
investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.
Special Tax Consequences of In Kind Distributions Upon Redemption
of Units (for the Growth Trust) or Termination of a Trust. As
discussed in "Rights of Unit Holders-How are Income and Capital
Distributed?", under certain circumstances a Unit holder who owns
at least 2,500 Units of a Trust may request an In Kind Distribution
upon the redemption of Units or the termination of the Growth
Trust and only upon the termination of the Growth & Treasury Trust.
The Unit holder requesting an In Kind Distribution will be liable
for expenses related thereto (the "Distribution Expenses") and
the amount of such In Kind Distribution will be reduced by the
amount of the Distribution Expenses. See "Rights of Unit Holders-How
are Income and Capital Distributed?" Treasury Obligations held
by the Growth & Treasury Trust will not be distributed to a Unit
holder as part of an In Kind Distribution. The tax consequences
relating to the sale of Treasury Obligations are discussed above.
As previously discussed, prior to the redemption of Units or the
termination of a Trust, a Unit holder is considered as owning
a pro rata portion of each of the Trust assets for Federal income
tax purposes. The receipt of an In Kind Distribution upon the
redemption of Units (for the Growth Trust) or the termination
of a Trust would be deemed an exchange of such Unit holder's pro
rata portion of each of the shares of stock and other assets held
by such Trust in exchange for an undivided interest in whole shares
of stock plus, possibly, cash.
Page 11
There are generally three different potential tax consequences
which may occur under an In Kind Distribution with respect to
each Security owned by a Trust. A "Security" for this purpose
is a particular class of stock issued by a particular corporation
(and does not include the Treasury Obligations in the Growth &
Treasury Trust). If the Unit holder receives only whole shares
of a Security in exchange for his or her pro rata portion in each
share of such Security held by a Trust, there is no taxable gain
or loss recognized upon such deemed exchange pursuant to Section
1036 of the Code. If the Unit holder receives whole shares of
a particular Security plus cash in lieu of a fractional share
of such Security, and if the fair market value of the Unit holder's
pro rata portion of the shares of such Security exceeds his tax
basis in his pro rata portion of such Security, taxable gain would
be recognized in an amount not to exceed the amount of such cash
received, pursuant to Section 1031(b) of the Code. No taxable
loss would be recognized upon such an exchange pursuant to Section
1031(c) of the Code, whether or not cash is received in lieu of
a fractional share. Under either of these circumstances, special
rules will be applied under Section 1031(d) of the Code to determine
the Unit holder's tax basis in the shares of such particular Security
which he receives as part of the In Kind Distribution. Finally,
if a Unit holder's pro rata interest in a Security does not equal
a whole share, he may receive entirely cash in exchange for his
pro rata portion of a particular Security. In such case, taxable
gain or loss is measured by comparing the amount of cash received
by the Unit holder with his tax basis in such Security.
Because each Trust will own many Securities, a Unit holder who
requests an In Kind Distribution will have to analyze the tax
consequences with respect to each Security owned by a Trust. In
analyzing the tax consequences with respect to each Security,
such Unit holder must allocate the Distribution Expenses among
the Securities (the "Allocable Expenses"). The Allocable Expenses
will reduce the amount realized with respect to each Security
so that the fair market value of the shares of such Security received
(if any) and cash received in lieu thereof (as a result of any
fractional shares) by such Unit holder should equal the amount
realized for purposes of determining the applicable tax consequences
in connection with an In Kind Distribution. A Unit holder's tax
basis in shares of such Security received will be increased by
the Allocable Expenses relating to such Security. The amount of
taxable gain (or loss) recognized upon such exchange will generally
equal the sum of the gain (or loss) recognized under the rules
described above by such Unit holder with respect to each Security
owned by a Trust. Unit holders who request an In Kind Distribution
are advised to consult their tax advisers in this regard.
General. Each Unit holder will be requested to provide the Unit
holder's taxpayer identification number to the Trustee and to
certify that the Unit holder has not been notified that payments
to the Unit holder are subject to back-up withholding. If the
proper taxpayer identification number and appropriate certification
are not provided when requested, distributions by a Trust to such
Unit holder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by
a Trust will generally be subject to United States income taxation
and withholding in the case of Units held by non-resident alien
individuals, foreign corporations or other non-United States persons
(accrual of original issue discount on the Treasury Obligations
in the Growth & Treasury Trust may not be subject to taxation
or withholding provided certain requirements are met). Such persons
should consult their tax advisers.
Unit holders will be notified annually of the amounts of original
issue discount (in the case of the Growth & Treasury Trust) and
income dividends includable in the Unit holder's gross income
and amounts of Trust expenses which may be claimed as itemized
deductions.
Dividend income, long-term capital gains and accrual of original
issue discount (in the case of the Growth & Treasury Trust) may
also be subject to state and local taxes. Investors should consult
their tax advisers for specific information on the tax consequences
of particular types of distributions.
Unit holders desiring to purchase Units for tax-deferred plans
and IRAs should consult their broker for details on establishing
such accounts. Units may also be purchased by persons who already
have self-directed plans established. See "Why are Investments
in the Trusts Suitable for Retirement Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trusts for New York tax matters, under the existing income
tax laws of the State of New York, each Trust is not an association
taxable as a corporation and the income of each Trust will be
treated as the income of the Unit holders thereof.
Page 12
Why are Investments in the Trusts Suitable for Retirement Plans?
Units of a Trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to
capital gains and income received in each of the foregoing plans
is deferred until distributions are received. Distributions from
such plans are generally treated as ordinary income but may, in
some cases, be eligible for special 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.
Fees and charges with respect to such plans may vary.
PORTFOLIO
What are Treasury Obligations?
The Treasury Obligations deposited in the Growth & Treasury Trust
consist of U.S. Treasury bonds which have been stripped of their
unmatured interest coupons. The Treasury Obligations evidence
the right to receive a fixed payment at a future date from the
U.S. Government, and are backed by the full faith and credit of
the U.S. Government. Treasury Obligations are purchased at a deep
discount because the buyer obtains only the right to a fixed payment
at a fixed date in the future and does not receive any periodic
interest payments. The effect of owning deep discount bonds which
do not make current interest payments (such as the Treasury Obligations)
is that a fixed yield is earned not only on the original investment,
but also, in effect, on all earnings during the life of the discount
obligation. This implicit reinvestment of earnings at the same
rate eliminates the risk of being unable to reinvest the income
on such obligations at a rate as high as the implicit yield on
the discount obligation, but at the same time eliminates the holder's
ability to reinvest at higher rates in the future. For this reason,
the Treasury Obligations are subject to substantially greater
price fluctuations during periods of changing interest rates than
are securities of comparable quality which make regular interest
payments. The effect of being able to acquire the Treasury Obligations
at a lower price is to permit more of the Growth & Treasury Trust's
portfolio to be invested in Equity Securities.
What are Equity Securities?
The Trusts include different issues of Equity Securities, all
of which are issued by companies engaged in the food and beverage
industry and are listed on a national securities exchange or the
NASDAQ National Market System or are traded in the over-the-counter
market. Each of the companies whose Equity Securities are included
in the portfolios are actively traded, well established corporations.
The food and beverage industry is comprised of companies which
are involved in the processing and distribution of food and beverage
products. Food and beverage processing companies include manufacturers
of packaged foods, including canned and frozen foods, baked goods,
desserts, jelly, coffee, soft drinks, spirits, fruit juices and
hot chocolate and processors of agricultural products such as
fruits, vegetables, cereals, flour, meat and poultry, including
pet food. Distributors include food and beverage wholesalers (companies
that distribute food and beverage products to retailers, restaurants
and institutions) and retailers, supermarket chains and restaurants.
As a long term investment, the food and beverage industry may
offer some attractive qualities, such as the financial strength
of many of the companies and the record consistent earnings and
dividend growth associated with the industry. One key to the success
of this industry has been the strength of recognizable names.
Year after year, consumers reach for the brands they are familiar
with, and in many instances, pay a premium price for name brands,
although producers of generic products may erode premium pricing.
The Sponsor believes this may be the time to invest in the food
and beverage industry. Over the past year investors have turned
toward cyclical stocks, such as autos and steels, and have strayed
from the more conservative stocks, like the food and beverage
industry. This industry is considered "out of favor," meaning
that stocks are currently under-performing and that share prices
may be undervalued.
Secondly, the food and beverage industry has seen substandard
growth in world markets. In the opinion of the Sponsor, a rising
standard of living worldwide, together with an accompanying increase
in disposable
Page 13
income, particularly in foreign countries, is possibly the single
most positive reason for the increase in sales. Population increases,
world trade liberalization, and an improved political climate
in many countries are also favorable factors for growth in the
food and beverage sector. It appears as though an "Americanization"
is taking place throughout the world, and the Sponsor believes
that companies who have an existing presence in foreign markets
will be the most likely to adapt to increases in demand. However,
as with all investment sectors, the food and beverage industry
is subject to certain risks, which may have an adverse effect
on a particular company or the entire industry.
An investment in securities issued by companies engaged in the
food and beverage industry should be made with an understanding
of the many factors which may have an adverse impact on the particular
company or industry. Certain of these include the cyclicality
of revenues and earnings, changing consumer demands, regulatory
restrictions, products liability litigation and other litigation
resulting from accidents or product tamperings, extensive competition
(including that of low-cost foreign companies), unfunded pension
fund liabilities and employee and retiree benefit costs and financial
deterioration resulting from leveraged buy-outs, takeovers, or
acquisitions. In general, expenditures or consumer products will
be affected by the economic health of consumers. Consumer credit
and spending habits may have an adverse effect on the industry.
In addition, the increasing prevalence of generic products may
impact the ability of brand name manufacturers to maintain premium
pricing. Other factors of particular relevance to the profitability
of the industry are the effects of increasing environmental regulation
on packaging and on waste disposal, the continuing need to conform
with foreign regulations governing packaging and the environment,
the outcome of trade negotiations and their effect on foreign
subsidies and tariffs, foreign exchange rates, the price of oil
and its effect on energy costs, inventory cutbacks by retailers,
transportation and distribution costs, health concerns relating
to the consumption of certain products, the effect of demographics
on consumer demand, the availability and cost of raw materials
and the ongoing need to improve productivity. In addition, companies
involved in the industry are continually required to develop new
and innovative products to adapt to evolving consumer demands
such as developing low calorie, low fat and low sodium products
and bio-degradable and organic products for a public increasingly
concerned with health, fitness and the environment.
The Trusts consist of such of the Securities listed under "Schedule
of Investments" for each Trust as may continue to be held from
time to time in each Trust and any additional Securities acquired
and held by such Trust pursuant to the provisions of the Trust
Agreement together with cash held in the Income and Capital Accounts.
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 such 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 Unit holders on the next distribution date.
Because certain of the Equity Securities from time to time may
be sold under certain circumstances described herein, and because
the proceeds from such events will be distributed to Unit holders
and will not be reinvested, no assurance can be given that a Trust
will retain for any length of time its present size and composition.
Although the Portfolio is not managed, the Sponsor may instruct
the Trustee to sell Equity Securities under certain limited circumstances.
In certain circumstances involving mergers or other similar transactions,
the Trustee is required to sell Equity Securities. Pursuant to
the Indenture and with limited exceptions, the Trustee may sell
any securities or other property acquired in exchange for Equity
Securities such as those acquired in connection with a merger
or other transaction. If offered such new or exchanged securities
or property, the Trustee shall reject the offer. However, in the
event such securities or property are nonetheless acquired by
a Trust, they may be accepted for deposit in such Trust and either
sold by the Trustee or held in the Trust pursuant to the direction
of the Sponsor (who may rely on the advice of the Portfolio Supervisor).
See "How May Securities be Removed from the Trusts?" Equity Securities,
however, will not be sold by a Trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation or
depreciation.
Page 14
An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including
the risk that the financial condition of the issuers of the Equity
Securities or the general condition of the common stock market
may worsen and the value of the Equity Securities and therefore
the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions
of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic
or banking crises. Shareholders of common stocks have rights to
receive payments from the issuers of those common stocks that
are generally subordinate to those of creditors of, or holders
of debt obligations or preferred stocks of, such issuers. Shareholders
of common stocks of the type held by the Trusts have a right to
receive dividends only when and if, and in the amounts, declared
by the issuer's board of directors and have a right to participate
in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for.
Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the
same degree of protection of capital as do debt securities. The
issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the
rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of common stocks
is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Equity Securities
in each Portfolio may be expected to fluctuate over the life of
the Trusts to values higher or lower than those prevailing on
the Initial Date of Deposit.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners
of the entity, have generally inferior rights to receive payments
from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stocks issued by,
the issuer. Cumulative preferred stock dividends must be paid
before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders
of cumulative preferred stock. Preferred stockholders are also
generally entitled to rights on liquidation which are senior to
those of common stockholders.
Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity
Securities may be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Equity Securities
may depend on whether dealers will make a market in the Equity
Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity
Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of a
Trust, will be adversely affected if trading markets for the Equity
Securities are limited or absent.
Unit holders will be unable to dispose of any of the Equity Securities
in a Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee
will have the right to vote all of the voting stocks in each Trust
and will vote such stocks in accordance with the instructions
of the Sponsor.
What are the Equity Securities Selected for Food & Beverage Growth
Trust, Series 1 and Food & Beverage Growth & Treasury Securities
Trust, Series 2?
Issuers of Equity Securities selected for inclusion in these Portfolios
are as follows:
Anheuser-Busch Companies, Inc., headquartered in St. Louis, Missouri,
is the nation's largest brewer, with brand names which include
the Budweiser, Michelob, and Busch families of beer. In addition,
Anheuser-Busch is a major producer of fresh baked goods and produces
snack foods under the "Eagle Snacks" name. Anheuser-Busch Companies
also maintains interests in container manufacturing and recycling,
real estate and the St. Louis Cardinals of major league baseball.
Archer-Daniels-Midland Company, headquartered in Decatur, Illinois,
is primarily engaged in the processing and merchandising of raw
agricultural commodities, largely used in the production of consumer
foods
Page 15
and beverages. The company maintains major processing facilities
in the State of Iowa, including a soybean oil refinery, corn wet
milling facilities and a major wheat and flour mill.
CPC International, Inc., is headquartered in Englewood Cliffs,
New Jersey, and is a major food company with operations worldwide
including North America, Europe, Latin America, the Mideast, Africa
and Asia. The primary business of the company is the distribution
of various food brands, such as "Knorr" sauces, soups and bouillons,
"Hellmann's" and "Best Foods" mayonnaise and others. The company
also refines corn in North America and Latin America.
Campbell Soup Company, headquartered in Camden, New Jersey, is
a major manufacturer of canned soups, both condensed and ready-to-serve.
The company also produces other convenience foods which include
"Swanson" frozen dinners, "Prego" spaghetti sauce, "Pepperidge
Farm" bakery products and many other brand name products. The
company distributes its products to chain stores, distributors
and wholesalers worldwide.
Coca-Cola Company, headquartered in Atlanta, Georgia, manufactures,
markets and distributes soft drinks, soft drink concentrates and
syrups worldwide. The company also manufactures and markets citrus,
fruit juices and fruit drink products. The company's brand names
include "Coca-Cola," "Diet Coke," "Minute Maid" beverages and
"Bacardi" foods and beverages.
Dean Foods Company is headquartered in Franklin Park, Illinois.
The company purchases, processes and distributes dairy and specialty
food products sold under private labels to supermarkets throughout
the United States. Other activities include a trucking business
that concentrates on hauling refrigerated and frozen cartage.
General Mills, Inc. produces food and operates restaurants. The
company produces and sells breakfast cereals, "Betty Crocker"
cake mixes, entrees and side dishes, "Yoplait" Yogurt, "Bisquick"
baking mixes, "Gold Medal" flour and "Gorton" seafood. General
Mills Inc. sells its products in the United States, Canada, Europe,
Japan and Latin America. The company owns the Red Lobster and
Olive Garden chains. The company is headquartered in Minneapolis,
Minnesota.
Gerber Products Company manufactures and sells baby food and apparel
and offers life and health insurance products. The company produces
baby foods that include fruits, vegetables, dry cereals and juices,
nurser accessories, toys, infant-wear, bedding, sleepers, diapers
and other apparel items and sells infant formula. The company
is based in Fremont, Michigan.
Heinz (H.J.) Company, headquartered in Pittsburgh, Pennsylvania,
makes ketchup, sauces, baby food, beans, vinegar, pickles, soups,
canned tuna, pet food, frozen potatoes and meat products and corn
syrup. Heinz's subsidiary, Weight Watchers International, operates
and franchises weight control classes and licenses diet foods
to other manufacturers. The company sells in the United States,
Canada, Europe, Australia and Japan.
Hershey Foods Corporation is headquartered in Hershey, Pennsylvania.
The company produces chocolate and confectionery products under
brand names which include "Hershey's," "Kit Kat," "Reese's," "Mr.
Goodbar" and "Whatchamacallit" candy bars. Hershey Foods Corporation
also makes pasta, tomato sauce and cheese under brand names such
as "San Giorgio," "American Beauty," "Delmonico Light 'n Fluffy,"
"Skinner" and "Ronzini."
Hormel (George A.) & Company, headquartered in Austin, Minnesota,
manufactures and markets processed meats. Hormel & Company sells
meat products under such brand names as "Hormel," "Spam," "Dinty
Moore," and "Little Sizzlers." The company also makes and markets
other prepared food products.
Kellogg Company manufactures and sells cereal products and convenience
foods internationally. The company, based in Battle Creek, Michigan,
produces "Rice Krispies," "Special K," "Frosted Flakes," "Froot
Loops" and other cereals, as well as "Mrs. Smith's" frozen pies
and waffles. Other subsidiaries offer dessert mixes, soup bases
and yogurt products.
Pepsico, Inc., headquartered in Purchase, New York, operates in
the soft drink, snack-food and restaurant industries on a worldwide
basis. The company's products include "Pepsi-Cola," "Slice" and
"Mountain Dew" soft drinks and "Frito-Lay" snack foods. The company's
"Frito-Lay" division, based in Dallas, Texas, produces snack foods
under the "Frito's," "Doritos," "Lays" and "Ruffles" brand names.
Pepsico, Inc. also operates "Pizza Hut," "Taco Bell" and "Kentucky
Fried Chicken" restaurants domestically and internationally.
Page 16
Quaker Oats Company, headquartered in Chicago, Illinois, manufactures
brand name packaged foods and pet foods. Food products include
ready-to-eat cereals, hot cereals, pancake mixes and syrup, frozen
waffles and frozen pizza.
Sara Lee Corporation manufactures, markets and distributes packaged
meat, bakery, coffee, grocery, personal care and household products.
Sara Lee Corporation is based in Chicago, Illinois.
Smucker (J.M.) Company, headquartered in Orville, Ohio, manufactures
and sells a broad line of food products. Products include jams,
jellies and preserves, ice cream toppings, low calorie spreads,
condiments, processed and fresh meat products and syrups. The
company owns manufacturing plants in the United States, England
and Australia.
Tootsie Roll Industries, Inc., headquartered in Chicago, Illinois,
produces and distributes candy. The company manufactures candy
under the brand names "Tootsie Roll," "Cella's," "Mason" and "Bonomo."
Tootsie Roll Industries, Inc. also owns Charms Company, a lollipop
producer. The company sells its products to wholesale distributors,
supermarkets, variety and drug chains and fund raising organizations
in the United States, Canada and Mexico.
Tyson Foods, Inc., headquartered in Springdale, Arkansas, is a
leading producer and marketer of fresh and processed poultry products.
The company also sells beef, pork and Mexican-based food products
and operates in breeding and rearing poultry and hogs, feed milling,
processing, prepackaging and precooking.
Universal Foods Corporation, headquartered in Milwaukee, Wisconsin,
is a diversified food company engaged in the manufacture and distribution
of food products, some of which are sold to other food companies
as ingredients for their products. Principal products include
frozen potato products, dehydrated vegetable products and food
colorings and flavors. "UFC's" products are sold to industrial,
institutional and consumer markets.
Wrigley (Wm.) Jr. Company manufactures chewing gum. The company
produces and sells gum under the brand names "Wrigley's Spearmint",
"Doublemint", "Juicy Fruit" and "Big Red." Other brand names include
"Freedent", "Orbit", "Hubba Bubba" and "Extra." Wrigley is headquartered
in Chicago, Illinois.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before
making a decision to invest in the Trusts.
The value of the Equity Securities, like the value of the Treasury
Obligations, will fluctuate over the life of a Trust and may be
more or less than the price at which they were deposited in such
Trust. The Equity Securities may appreciate or depreciate in value
(or pay dividends) depending on the full range of economic and
market influences affecting these securities. However, the Sponsor
believes that, upon termination of the Growth & Treasury Trust,
even if the Equity Securities deposited in the Growth & Treasury
Trust are worthless, an event which the Sponsor considers highly
unlikely, the Treasury Obligations will provide sufficient principal
to at least equal $10.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations). This feature
of the Growth & Treasury Trust provides Unit holders with principal
protection, although they might forego any earnings on the amount
invested. To the extent that Units are purchased at a price less
than $10.00 per Unit, this feature may also provide a potential
for capital appreciation.
Unless a Unit holder purchases Units of the Growth & Treasury
Trust on the Initial Date of Deposit (or another date when the
value of the Units is $10.00 or less), total distributions, including
distributions made upon termination of the Growth & Treasury Trust,
may be less than the amount paid for a Unit.
The Sponsor and the Trustee shall not be liable in any way for
any default, failure or defect in any Security. In the event of
a notice that any Treasury Obligations or Equity Securities will
not be delivered ("Failed Contract Obligations") to a Trust, the
Sponsor is authorized under the Indenture to direct the Trustee
to acquire other Treasury Obligations (in the case of the Growth
& Treasury Trust) or Equity Securities ("Replacement Securities").
Any Replacement Security deposited in a Trust will, in the case
of Treasury Obligations in the Growth & Treasury Trust, have the
same maturity value and, as closely as can be reasonably acquired
by the Sponsor, the same maturity date or, in the case of Equity
Securities, be identical to those which were the subject of the
failed contract. The Replacement Securities must be purchased
within 20
Page 17
days after delivery of the notice of a failed contract and the
purchase price may not exceed the amount of funds reserved for
the purchase of the Failed Contract Obligations.
If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Securities in
the event of a failed contract, the Sponsor will refund the sales
charge attributable to such Failed Contract Obligations to all
Unit holders of the affected Trust and the Trustee will distribute
the principal attributable to such Failed Contract Obligations
not more than 120 days after the date on which the Trustee received
a notice from the Sponsor that a Replacement Security would not
be deposited in the Trust. In addition, Unit holders should be
aware that, at the time of receipt of such principal, they may
not be able to reinvest such proceeds in other securities at a
yield equal to or in excess of the yield which such proceeds would
have earned for Unit holders of the Trust.
The Indenture also authorizes the Sponsor to increase the size
of the Trusts and the number of Units thereof by the deposit of
additional Securities in each Trust and the issuance of a corresponding
number of additional Units.
Each Trust consists of the Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) as may
continue to be held from time to time in such Trusts and any additional
Securities acquired and held by each Trust pursuant to the provisions
of the Indenture (including provisions with respect to deposits
into each Trust of Securities in connection with the issuance
of additional Units).
Once all of the Securities in each Trust are acquired, the Trustee
will have no power to vary the investments of the Trust, i.e.,
the Trustee will have no managerial power to take advantage of
market variations to improve a Unit holder's investment, but may
dispose of Securities only under limited circumstances. See "How
May Securities be Removed from the Trusts?"
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Security
which might reasonably be expected to have a material adverse
effect on the Trusts. At any time after the Initial Date of Deposit,
litigation may be instituted on a variety of grounds with respect
to the Securities. The Sponsor is unable to predict whether any
such litigation will be instituted, or if instituted, whether
such litigation might have a material adverse effect on the Trusts.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, with respect to the Growth Trust, the Public
Offering Price is based on the aggregate underlying value of the
Equity Securities in the Trust, plus or minus cash, if any, in
the Income and Capital Accounts of the Trust, plus a sales charge
of 4.9% (equivalent to 5.152% of the net amount invested), subject
to reduction beginning , 1995, divided by the number
of Units of the Trust outstanding.
During the initial offering period, with respect to the Growth
& Treasury Trust, the Public Offering Price is based on the aggregate
of the offering side evaluation of the Treasury Obligations in
the Trust and the aggregate underlying value of the Equity Securities
in the Trust, plus or minus cash, if any, in the Income and Capital
Accounts of the Trust, plus a sales charge of 5.5% (equivalent
to 5.820% of the net amount invested) subject to reduction beginning
, 1995, divided by the number of Units of the Trust
outstanding.
During the initial offering period, with respect to the Growth
Trust, the Sponsor's Repurchase Price is based on the aggregate
underlying value of the Equity Securities in the Trust, plus or
minus cash, if any, in the Income and Capital Accounts of the
Trust divided by the number of Units of the Trust outstanding.
For secondary market sales after the completion of the initial
offering period, the Public Offering Price is also based on the
aggregate underlying value of the Equity Securities in the Trust,
plus or minus cash, if any, in the Income and Capital Accounts
of the Trust, plus a maximum sales charge of 4.9% of the Public
Offering Price (equivalent to 5.152% of the net amount invested)
subject to reduction beginning , 1995 divided by the
number of outstanding Units of the Trust.
During the initial offering period, with respect to the Growth
& Treasury Trust, the Sponsor's Repurchase Price is based on the
aggregate of the offering side evaluation of the Treasury Obligations
in the Trust and the aggregate underlying value of the Equity
Securities in the Trust, plus or minus cash, if any, in the Income
and Capital Accounts of the Trust divided by the number of Units
of the Trust outstanding. For secondary market sales after the
completion of the initial offering period, the Public Offering
Price is based on the aggregate
Page 18
bid side evaluation of the Treasury Obligations in the Trust and
the aggregate underlying value of the Equity Securities in the
Trust, plus or minus cash, if any, in the Income and Capital Accounts
of the Trust, plus a maximum sales charge of 5.5% of the Public
Offering Price (equivalent to 5.820% of the net amount invested)
subject to reduction beginning , 1995 divided by the
number of outstanding Units of the Trust.
The minimum purchase of the Growth Trust is $1,000. The applicable
sales charge is reduced by a discount as indicated below for volume
purchases with respect to the Growth Trust:
<TABLE>
<CAPTION>
Primary and Secondary
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ __________ __________
<S> <C> <C>
5,000 but less than 10,000 0.25% 0.2506%
10,000 but less than 25,000 0.50% 0.5025%
25,000 but less than 50,000 1.00% 1.0101%
50,000 or more 2.00% 2.0408%
</TABLE>
The minimum purchase of the Growth & Treasury Trust is $1,000.
The applicable sales charge is reduced by a discount as indicated
below for volume purchases with respect to the Growth & Treasury
Trust:
<TABLE>
<CAPTION>
Primary and Secondary
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ __________ __________
<S> <C> <C>
10,000 but less than 50,000 0.60% 0.6036%
50,000 but less than 100,000 1.30% 1.3171%
100,000 or more 2.10% 2.1450%
</TABLE>
Any such reduced sales charge shall be the responsibility of the
selling underwriter or dealer. The reduced sales charge structure
will apply on all purchases of Units in a Trust by the same person
on any one day from any one underwriter or 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 the 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. The purchaser must inform the Underwriter or dealer of
any such combined purchase prior to the sale in order to obtain
the indicated discount. In addition, with respect to the employees,
officers and directors (including their immediate family members,
defined as spouses, children, grandchildren, parents, grandparents,
mothers-in-law, fathers-in-law, sons-in-law and daughters-in-law,
and trustees, custodians or fiduciaries for the benefit of such
persons) of the Sponsor and the Underwriters and their subsidiaries,
the sales charge is reduced by 2.0% of the Public Offering Price
for purchases of Units during the primary and secondary public
offering periods.
Had the Units of the Trusts been available for sale on the business
day prior to the Initial Date of Deposit, the Public Offering
Price for each Trust would have been as indicated in "Summary
of Essential Information." The Public Offering Price of Units
on the date of the prospectus or during the initial offering period
may vary from the amount stated under "Summary of Essential Information"
in accordance with fluctuations in the prices of the underlying
Securities. During the initial offering period, the aggregate
value of the Units of each Trust shall be determined (a) on the
basis of the offering prices of the Treasury Obligations (if any)
and the aggregate underlying value of the Equity Securities therein
plus or minus cash, if any, in the Income and Capital Accounts
of such Trust, (b) if offering prices are not available for the
Treasury Obligations (if any), on the basis of offering prices
for comparable securities, (c) by determining the value of the
Treasury Obligations (if any) on the offer side of the market
by appraisal, or (d) by any combination of the above. The aggregate
underlying value of the Equity Securities will be determined in
the following manner: if the Equity Securities are listed on a
national securities exchange or the NASDAQ National Market System,
this evaluation is generally
Page 19
based on the closing sale prices on that exchange or that system
(unless it is determined that these prices are inappropriate as
a basis for valuation) or, if there is no closing sale price on
that exchange or system, at the closing ask prices. If the Equity
Securities are not so listed or, if so listed and the principal
market therefore is other than on the exchange, the evaluation
shall generally be based on the current ask price on the over-the-counter
market (unless it is determined that these prices are inappropriate
as a basis for evaluation). If current ask prices are unavailable,
the evaluation is generally determined (a) on the basis of current
ask prices for comparable securities, (b) by appraising the value
of the Equity Securities on the ask side of the market or (c)
by any combination of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the bid price per
Unit of the Treasury Obligations in each Trust (if any) and the
aggregate underlying value of the Equity Securities therein, plus
or minus cash, if any, in the Income and Capital Accounts of each
Trust plus the applicable sales charge. The offering price of
the Treasury Obligations in the Growth & Treasury Trust may be
expected to be greater than the bid price of the Treasury Obligations
by less than 2%.
Although payment is normally made five business days following
the order for purchase, payment may be made prior thereto. Cash,
if any, made available to the Sponsor prior to the date of settlement
for the purchase of Units may be used in the Sponsor's business
and may be deemed to be a benefit to the Sponsor, subject to the
limitations of the Securities Exchange Act of 1934. Delivery of
Certificates representing Units so ordered will be made five business
days following such order or shortly thereafter. See "Rights of
Unit Holders-How May Units be Redeemed?" for information regarding
the ability to redeem Units ordered for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the
Initial Date of Deposit and (ii) for additional Units issued after
such date as additional Securities are deposited by the Sponsor,
Units will be distributed to the public at the then current Public
Offering Price. The initial offering period may be up to approximately
180 days. During such period, the Sponsor may deposit additional
Securities in each Trust and create additional Units. Units reacquired
by the Sponsor during the initial offering period (at prices based
upon the aggregate offering price of the Treasury Obligations
(if any) and the aggregate underlying value of the Equity Securities
in each Trust plus or minus a pro rata share of cash, if any,
in the Income and Capital Accounts of such Trust) may be resold
at the then current Public Offering Price. Upon the termination
of the initial offering period, unsold Units created or reacquired
during the initial offering period will be sold or resold at the
then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in
the secondary market (see "Will There be a Secondary Market?")
may be offered by this prospectus at the secondary market public
offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trusts
for sale in a number of states. With respect to the Growth Trust,
sales initially will be made to dealers and others at prices which
represent a concession or agency commission of 3.2% of the Public
Offering Price, and, for secondary market sales, 3.2% of the Public
Offering Price (or 65% of the then current maximum sales charge
after 1, 1995). Effective on each
1, commencing 1, 1995, the sales charge
of the Growth Trust will be reduced by 1/2 of 1% to a minimum
sales charge of 2.9%. With respect to the Growth & Treasury Trust,
sales initially will be made to dealers and others at prices which
represent a concession or agency commission of 3.6% of the Public
Offering Price, and, for secondary market sales, 3.6% of the Public
Offering Price (or 65% of the then current maximum sales charge
after 1, 1995). Effective on each 1,
commencing 1, 1995, the sales charge of the
Growth & Treasury Trust will be reduced by 1/2 of 1% to a
minimum sales charge of 3.3%. However, resales of Units of the
Trusts by such dealers and others to the public will be made at
the Public Offering Price described in the prospectus. The Sponsor
reserves the right to change the amount of the concession or agency
commission from time to time. Certain commercial banks may be
making Units of the Trusts available to their customers on an
agency basis. A portion of the sales charge paid by these customers
is retained by or remitted to the banks in the amounts indicated
in the second preceding sentence. 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 not indicated that
Page 20
these particular agency transactions are not permitted under such
Act. In Texas and in certain other states, any banks making Units
available must be registered as broker/dealers under state law.
With respect to the Growth Trust, any broker/dealer or bank will
receive additional concessions for purchases made from the Sponsor
on the Date of Deposit resulting in total concessions as contained
in the following table:
Total Concessions (Per Unit)*
____________________________
$250,000 or more
Purchased
_________
3.6%
* The applicable concession will be allotted to broker/dealers
or banks who purchase Units from the Sponsor only on the Initial
Date of Deposit of a given Trust.
With respect to the Growth & Treasury Trust, any broker/dealer
or bank will receive additional concessions for purchases made
from the Sponsor on the Date of Deposit resulting in total concessions
as contained in the following table:
Total Concessions (Per Unit)*
____________________________
$250,000 or more
Purchased
_________
3.9%
* The applicable concession will be allotted to broker/dealers
or banks who purchase Units from the Sponsor only on the Initial
Date of Deposit of a given Trust.
What are the Sponsor's Profits?
With respect to the Growth Trust, the Underwriters of the Trust
will receive a gross sales commission equal to 4.9% of the Public
Offering Price of the Units (equivalent to 5.152% of the net amount
invested), less any reduced sales charge for quantity purchases.
With respect to the Growth & Treasury Trust, the Underwriters
of the Trust will receive a gross sales commission equal to 5.5%
of the Public Offering Price of the Units (equivalent to 5.820%
of the net amount invested), less any reduced sales charge for
quantity purchases as described under "Public Offering-How is
the Public Offering Price Determined?" See "Underwriting" for
information regarding the receipt of the excess gross sales commissions
by the Sponsor from the other Underwriters and additional concessions
available to Underwriters, dealers and others. In addition, the
Sponsor and the Underwriter may be considered to have realized
a profit or to have sustained a loss, as the case may be, in the
amount of any difference between the cost of the Securities to
the Trusts (which is based on the Evaluator's determination of
the aggregate offering price of the underlying Securities of each
Trust on the Initial Date of Deposit as well as on subsequent
deposits) and the cost of such Securities to the Sponsor. See
"Underwriting" and Note (2) of "Schedules of Investments." During
the initial offering period, the Underwriter also may realize
profits or sustain losses as a result of fluctuations after the
Date of Deposit in the Public Offering Price received by the Underwriter
upon the sale of Units.
In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between
the price at which Units are purchased and the price at which
Units are resold (which price includes a sales charge of 4.9%
with respect to the Growth Trust and 5.5% with respect to the
Growth & Treasury Trust, subject to reduction beginning
1, 1995) or redeemed. The secondary market public offering
price of Units may be greater or less than the cost of such Units
to the Sponsor.
Will There be a Secondary Market?
After the initial offering period, although it is not obligated
to do so, the Sponsor intends to, and the Underwriters may, maintain
a market for the Units and continuously offer to purchase Units
at prices, subject to change at any time, based upon the aggregate
bid price of the Treasury Obligations in the Portfolio of a Trust
(if any) and the aggregate underlying value of the Equity Securities
in such Trust plus or minus cash, if any, in the Income and Capital
Accounts of such Trust. All expenses incurred in maintaining a
secondary market, other than the fees of the Evaluator and the
costs of the Trustee in transferring and recording the ownership
Page 21
of Units, will be borne by the Sponsor. If the supply of Units
exceeds demand, or for some other business reason, the Sponsor
may discontinue purchases of Units at such prices. IF A UNIT HOLDER
WISHES TO DISPOSE OF HIS UNITS, HE SHOULD INQUIRE OF THE SPONSOR
AS TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION
TO THE TRUSTEE.
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the
Trustee. Ownership of Units may be evidenced by registered certificates
executed by the Trustee and the Sponsor. Delivery of certificates
representing Units ordered for purchase is normally made five
business days following such order or shortly thereafter. Certificates
are transferable by presentation and surrender to the Trustee
properly endorsed or accompanied by a written instrument or instruments
of transfer. Certificates to be redeemed must be properly endorsed
or accompanied by a written instrument or instruments of transfer.
A Unit holder must sign exactly as his name appears on the face
of the certificate with the signature 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. In
certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of
death, appointments as executor or administrator or certificates
of corporate authority. Record ownership may occur before settlement.
Certificates will be issued in fully registered form, transferable
only on the books of the Trustee in denominations of one Unit
or any multiple thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form.
The Trustee will maintain an account for each such Unit holder
and will credit each such account with the number of Units purchased
by that Unit holder. Within two business days of the issuance
or transfer of Units held in uncertificated form, the Trustee
will send to the registered owner of Units a written initial transaction
statement containing a description of the Trust; the number of
Units issued or transferred; the name, address and taxpayer identification
number, if any, of the new registered owner; a notation of any
liens and restrictions of the issuer and any adverse claims to
which such Units are or may be subject or a statement that there
are no such liens, restrictions or adverse claims; and the date
the transfer was registered. Uncertificated Units are transferable
through the same procedures applicable to Units evidenced by certificates
(described above), except that no certificate need be presented
to the Trustee and no certificate will be issued upon the transfer
unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.
Although no such charge is now made or contemplated, a Unit holder
may be required to pay $2.00 to the Trustee per certificate reissued
or transferred and to pay any governmental charge that may be
imposed in connection with each such transfer or exchange. For
new certificates issued to replace destroyed, stolen or lost certificates,
the Unit holder may be required to furnish indemnity satisfactory
to the Trustee and pay such expenses as the Trustee may incur.
Mutilated certificates must be surrendered to the Trustee for
replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in the
Trusts on or about the Income Distribution Dates to Unit holders
of record on the preceding Income Record Date. See "Summary of
Essential Information." The pro rata share of cash in the Capital
Account of each Trust will be computed as of the first day of
each month. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units or
pay expenses, will, however, be distributed on the fifteenth day
of each month to Unit holders of record on the first day of such
month if the amount available for distribution equals at least
$1.00 per 100 Units. The Trustee is not required to pay interest
on funds held in the Capital Account of a Trust (but may itself
earn interest thereon and therefore benefit from the use of such
funds). Notwithstanding, distributions of funds in the Capital
Account of a Trust, if any, will be made on the fifteenth day
of each December to Unit holders of record as of December 1st.
Income with respect to the original issue discount on the Treasury
Obligations in a Trust (if any) will not be
Page 22
distributed currently, although Unit holders will be subject to
Federal income tax as if a distribution had occurred. See "What
is the Federal Tax Status of Unit Holders?"
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of any
distribution made by a Trust if the Trustee has not been furnished
the Unit holder'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 Unit
holder under certain circumstances by contacting the Trustee,
otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances the Trustee obtains the Unit
holder's tax identification number from the selling broker. However,
a Unit holder should examine his or her statements from the Trustee
to 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 should be provided as soon as possible.
Within a reasonable time after the Trusts are terminated, each
Unit holder of a Trust will, upon surrender of his Units for redemption,
receive: (i) the pro rata share of the amounts realized upon the
disposition of Equity Securities, unless he elects an In Kind
Distribution as described below, (ii) a pro rata share of the
amounts realized upon the disposition of the Treasury Obligations
(if any) and (iii) a pro rata share of any other assets of the
Trusts, less expenses of the Trusts, subject to the limitation
that Treasury Obligations in a Growth & Treasury Trust may not
be sold to pay for Trust expenses. Not less than 60 days prior
to the Mandatory Termination Date for the Growth Trust and not
less than 60 days prior to the Treasury Obligations Maturity Date
for the Growth & Treasury Trust, the Trustee will provide written
notice thereof to all Unit holders and will include with such
notice a form to enable Unit holders to elect a distribution of
shares of Equity Securities (an "In Kind Distribution"), if such
Unit holder owns at least 2,500 Units of a Trust, rather than
to receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. An In Kind Distribution will be reduced by
customary transfer and registration charges. To be effective,
the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Mandatory
Termination Date for the Growth Trust and at least five business
days prior to the Treasury Obligations Maturity Date for the Growth
& Treasury Trust. Not less than 60 days prior to the termination
of a Trust, those Unit holders owning at least 2,500 Units will
be offered the option of having the proceeds from the Equity Securities
distributed "In Kind," or they will be paid in cash, as indicated
above. A Unit holder may, of course, at any time after the Equity
Securities are distributed, sell all or a portion of the shares.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Equity Securities therein. All other receipts
(e.g. return of principal, capital gains, etc.) are credited to
the Capital Account of such Trust.
The Trustee may establish reserves (the "Reserve Account") within
a Trust for state and local taxes, if any, and any governmental
charges payable out of the Trusts.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per 100 Units. 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 Unit holder of a Trust the following information
in reasonable detail: (1) a summary of transactions in a Trust
for such year; (2) any Securities sold during the year and the
Securities held at the end of such year by a Trust; (3) the redemption
price per 100 Units based upon a computation thereof on the 31st
day of December of such year (or the last business day prior thereto);
and (4) amounts of income and capital distributed during such
year.
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trusts furnished to it by the Evaluator.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his Units by tender
to the Trustee at its corporate trust office in the City of New
York of the certificates representing the Units to be redeemed,
or in the case of uncertificated
Page 23
Units, delivery of a request for redemption, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed
as explained above (or by providing satisfactory indemnity, as
in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption
fee will be charged. On the seventh calendar day following such
tender, or if the seventh calendar day is not a business day,
on the first business day prior thereto, the Unit holder will
be entitled to receive in cash an amount for each Unit equal to
the Redemption Price per Unit next computed after receipt by the
Trustee of such tender of Units. The "date of tender" is deemed
to be the date on which Units are received by the Trustee, except
that as regards Units received after 4:00 p.m. Eastern time, the
date of tender is the next day on which the New York Stock Exchange
is open for trading and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the redemption
price computed on that day. Units so redeemed shall be cancelled.
With respect to the Growth Trust, any Unit holder tendering 2,500
Units or more for redemption may request by written notice submitted
at the time of tender from the Trustee in lieu of a cash redemption
a distribution of shares of Equity Securities in an amount and
value of Equity Securities per Unit equal to the Redemption Price
Per Unit as determined as of the evaluation next following tender.
To the extent possible, in kind distributions ("In Kind Distributions")
shall be made by the Trustee through the distribution of each
of the Equity Securities in book-entry form to the account of
the Unit holder's bank or broker-dealer at the Depository Trust
Company. An In Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unit holder will
receive his pro rata number of whole shares of each of the Equity
Securities comprising the portfolio and cash from the Capital
Account equal to the fractional shares to which the tendering
Unit holder is entitled. The Trustee may adjust the number of
shares of any issue of Equity Securities included in a Unit holder's
In Kind Distribution to facilitate the distribution of whole shares,
such adjustment to be made on the basis of the value of Equity
Securities on the date of tender. If funds in the Capital Account
are insufficient to cover the required cash distribution to the
tendering Unit holder, the Trustee may sell Equity Securities
in the manner described above.
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 Unit holder'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 Unit holder only when filing a tax return. Under normal
circumstances, the Trustee obtains the Unit holder's tax identification
number from the selling broker. However, any time a Unit holder
elects to tender Units for redemption, such Unit holder 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 income shall be withdrawn
from the Income Account of a Trust to the extent that funds are
available for such purpose. All other amounts paid on redemption
shall be withdrawn from the Capital Account of such Trust.
The Trustee is empowered to sell Securities of a Trust in order
to make funds available for redemption. To the extent that Securities
are sold, the size and diversity of such Trust will be reduced.
Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might
otherwise be realized. With respect to the Growth & Treasury Trust,
Equity Securities will be sold to meet redemptions of Units before
Treasury Obligations, although Treasury Obligations may be sold
if the Growth & Treasury Trust is assured of retaining a sufficient
principal amount of Treasury Obligations to provide funds upon
maturity of such Trust at least equal to $10.00 per Unit.
The Redemption Price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
bid price of the Treasury Obligations (if any) and the aggregate
underlying value of the Equity Securities in each Trust plus or
minus cash, if any, in the Income and Capital Accounts of such
Trust, while the Public Offering Price per Unit during the initial
offering period will be determined on the basis of the offering
price of such Treasury Obligations (if any), as of the close of
trading on the New York Stock Exchange on the date any such determination
is made and the aggregate underlying value of the Equity Securities
in each Trust, plus or minus cash, if any, in the Income and Capital
Accounts of each Trust. On the Initial
Page 24
Date of Deposit the Public Offering Price per Unit (which is based
on the offering prices of the Treasury Obligations (if any) and
the aggregate underlying value of the Equity Securities in each
Trust and includes the sales charge) exceeded the Unit value at
which Units could have been redeemed (based upon the current bid
prices of the Treasury Obligations (if any) and the aggregate
underlying value of the Equity Securities in each Trust) by the
amount shown under "Summary of Essential Information." The Redemption
Price per Unit of each Trust is the pro rata share of each Unit
determined by the Trustee by adding: (1) the cash on hand in the
Trust other than cash deposited in the Trust to purchase Securities
not applied to the purchase of such Securities; (2) the aggregate
value of the Securities (including "when issued" contracts, if
any) held in the Trust, as determined by the Evaluator on the
basis of bid prices of the Treasury Obligations (if any) and the
aggregate underlying value of the Equity Securities in each Trust
next computed; and (3) dividends receivable on the Equity Securities
trading ex-dividend as of the date of computation; and deducting
therefrom: (1) amounts representing any applicable taxes or governmental
charges payable out of the Trust; (2) an amount representing estimated
accrued expenses of the Trust, including but not limited to fees
and expenses of the Trustee (including legal and auditing fees),
the Evaluator and supervisory fees, if any; (3) cash held for
distribution to Unit holders of record of the Trust as of the
business day prior to the evaluation being made; and (4) other
liabilities incurred by the Trust; and finally dividing the results
of such computation by the number of Units of the Trust outstanding
as of the date thereof.
The aggregate value of the Equity Securities will be determined
in the following manner: if the Equity Securities are listed on
a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices
on that exchange or that system (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at
the closing bid prices. If the Equity Securities are not so listed
or, if so listed and the principal market therefor is other than
on the exchange, the evaluation shall generally be based on the
current bid price on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current
bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.
The right of redemption may be suspended and payment postponed
for any period during which the New York Stock Exchange is closed,
other than for customary weekend and holiday closings, or during
which the Securities and Exchange Commission determines that trading
on the New York Stock Exchange is restricted or any emergency
exists, as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities
and Exchange Commission for an order permitting a full or partial
suspension of the right of Unit holders to redeem their Units.
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.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase
such Units by notifying the Trustee before 1:00 p.m. Eastern time
on the same business day and by making payment therefor to the
Unit holder not later than the day on which the Units would otherwise
have been redeemed by the Trustee. Units held by the Sponsor may
be tendered to the Trustee for redemption as any other Units.
In the event the Sponsor does not purchase Units, the Trustee
may sell Units tendered for redemption in the over-the-counter
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he would have received on redemption
of the Units.
The offering price of any Units acquired by the Sponsor will be
in accord with the Public Offering Price described in the then
effective prospectus describing such Units. Any profit or loss
resulting from the resale or redemption of such Units will belong
to the Sponsor.
Page 25
How May Securities be Removed from the Trusts?
The Portfolio of each Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of
an Equity Security in the event that an issuer defaults in the
payment of a dividend that has been declared, that any action
or proceeding has been instituted restraining the payment of dividends
or there exists any legal question or impediment affecting such
Equity Security, that the issuer of the Equity Security has breached
a covenant which would affect the payments of dividends, the credit
standing of the issuer or otherwise impair the sound investment
character of the Equity Security, that the issuer has defaulted
on the payment on any other of its outstanding obligations, that
the price of the Equity Security has declined to such an extent
or other such credit factors exist so that in the opinion of the
Sponsor, the retention of such Equity Securities would be detrimental
to a Trust. Treasury Obligations in the Growth & Treasury Trust
may be sold by the Trustee only pursuant to the liquidation of
such Trust or to meet redemption requests. Except as stated under
"Portfolio -What are Some Additional Considerations for Investors?"
for Failed Contract Obligations, the acquisition by a Trust of
any securities or other property other than the Securities is
prohibited. Pursuant to the Indenture and with limited exceptions,
the Trustee may sell any securities or other property acquired
in exchange for Equity Securities such as those acquired in connection
with a merger or other transaction. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired
by the Trust, they may be accepted for deposit in the Trust and
either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). Proceeds from the sale of Securities by the Trustee
are credited to the Capital Account of a Trust for distribution
to Unit holders or to meet redemptions.
The Trustee may also sell Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose
of redeeming Units of a Trust tendered for redemption and the
payment of expenses; provided however, for the Growth & Treasury
Trust, that in the case of Securities sold to meet redemption
requests, Treasury Obligations may only be sold if the Growth
& Treasury Trust is assured of retaining a sufficient principal
amount of Treasury Obligations to provide funds upon maturity
of the Trust at least equal to $10.00 per Unit. Treasury Obligations
may not be sold by the Trustee to meet Growth & Treasury Trust
expenses.
The Sponsor, in designating Equity Securities to be sold by the
Trustee, will generally make selections in order to maintain,
to the extent practicable, the proportionate relationship among
the number of shares of individual issues of Equity Securities.
To the extent this is not practicable, the composition and diversity
of the Equity Securities may be altered. In order to obtain the
best price for a Trust, it may be necessary for the Sponsor to
specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts as Sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, The
First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds, The First Trust GNMA, Templeton Growth and Treasury
Trust and Templeton Foreign Fund & U.S. Treasury Securities Trust.
First Trust introduced the first insured unit investment trust
in 1974 and to date more than $8 billion in First Trust unit investment
trusts have been deposited. The Sponsor's employees include a
team of professionals with many years of experience in the unit
investment trust industry. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and Securities Investor
Protection Corporation and has its principal offices at 1001 Warrenville
Road, Lisle, Illinois 60532; telephone number (708) 241-4141.
As of August 31, 1993, the total partners' capital of Nike Securities
L.P. was $14,270,063 (unaudited). (This paragraph relates only
to the Sponsor and not to the Trusts or to any series thereof
or to any other Underwriters. The information is included herein
only for the purpose of informing investors as to the financial
responsibility of the Sponsor
Page 26
and its ability to carry out its contractual obligations. More
detailed financial information will be made available by the Sponsor
upon request.)
Who is the Trustee?
The Trustee is United States Trust Company of New York with its
principal place of business at 45 Wall Street, New York, New York
10005 and its unit investment trust offices at 770 Broadway, New
York, New York 10003. Unit holders who have questions regarding
the Trusts, may call the Customer Service Help Line at 1-800-682-7520.
The Trustee is a member of the New York Clearing House Association
and is subject to supervision and examination by the Comptroller
of the Currency, the Federal Deposit Insurance Corporation and
the Board of Governors of the Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not participated
in the selection of the Securities. For information relating to
the responsibilities of the Trustee under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee and any successor trustee may resign by executing
an instrument in writing and filing the same with the Sponsor
and mailing a copy of a notice of resignation to all Unit holders.
Upon receipt of such notice, the Sponsor is obligated to appoint
a successor trustee promptly. If the Trustee becomes incapable
of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint
a successor as provided in the Indenture. If upon resignation
of a trustee no successor has accepted the appointment within
30 days after notification, the retiring trustee may apply to
a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a trustee becomes effective only
when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which
it may be consolidated, or any corporation resulting from any
merger or consolidation to which a Trustee shall be a party, shall
be the successor Trustee. The Trustee must be a banking corporation
organized under the laws of the United States or any State and
having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of
the Trustee) or reckless disregard of their obligations and duties.
The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities.
In the event of the failure of the Sponsor to act under the Indenture,
the Trustee may act thereunder and shall not be liable for any
action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or
upon or in respect of the Trust which the Trustee may be required
to pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or
its affairs are 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 amounts prescribed
by the Securities and Exchange Commission, or (b) terminate the
Indenture and liquidate the Trusts as provided herein, or (c)
continue to act as Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is Securities Evaluation Service, Inc., 531 East
Roosevelt Road, Suite 200, Wheaton, Illinois 60187. The Evaluator
may resign or may be removed by the Sponsor and the Trustee, in
which event the Sponsor and the Trustee are to use their best
efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment
by the successor Evaluator. If upon
Page 27
resignation of the Evaluator no successor has accepted appointment
within 30 days after notice of resignation, the Evaluator may
apply to a court of competent jurisdiction for the appointment
of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the
Indenture 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, Sponsor or Unit holders
for errors in judgment. This provision shall not protect the Evaluator
in any case of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment
is (1) to cure any ambiguity or to correct or supplement any provision
of the Indenture which may be defective or inconsistent with any
other provision contained therein, or (2) to make such other provisions
as shall not adversely affect the interest of the Unit holders
(as determined in good faith by the Sponsor and the Trustee).
The Indenture for the Growth Trust provides that it shall terminate
upon the Mandatory Termination Date indicated herein under "Summary
of Essential Information." The Indenture provides that the Growth
& Treasury Trust shall terminate upon the maturity, redemption
or other disposition of the last of the Treasury Obligations held
in such Trust, but in no event beyond the Mandatory Termination
Date indicated herein under "Summary of Essential Information."
A Trust may be liquidated at any time by consent of 100% of the
Unit holders of the Trust or, in the case of the Growth Trust,
by the Trustee when the value of the Equity Securities is less
than 40% of the total value of Equity Securities deposited in
such Trust during the primary offering period, or by the Trustee
in the event that Units of a Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption
by the Underwriter, including the Sponsor. If a Trust is liquidated
because of the redemption of unsold Units of the Trust by the
Underwriter, the Sponsor will refund to each purchaser of Units
of the Trust the entire sales charge paid by such purchaser. In
the event of termination, written notice thereof will be sent
by the Trustee to all Unit holders of the Trust. Within a reasonable
period after termination, the Trustee will follow the procedures
set forth under "How are Income and Capital Distributed?"
Commencing on the Mandatory Termination Date for the Growth Trust
and on the Treasury Obligations Maturity Date for the Growth &
Treasury Trust, Equity Securities will begin to be sold in connection
with the termination of the Trusts. The Sponsor will determine
the manner, timing and execution of the sale of the Equity Securities.
Written notice of any termination of a Trust specifying the time
or times at which Unit holders may surrender their certificates
for cancellation shall be given by the Trustee to each Unit holder
at his address appearing on the registration books of the Trust
maintained by the Trustee. At least 60 days prior to the Mandatory
Termination Date for the Growth Trust and 60 days prior to the
Treasury Obligations Maturity Date for the Growth & Treasury Trust,
the Trustee will provide written notice thereof to all Unit holders
and will include with such notice a form to enable Unit holders
to elect a distribution of shares of Equity Securities (reduced
by customary transfer and registration charges), if such Unit
holder owns at least 2,500 Units of a Trust, rather than to receive
payment in cash for such Unit holder's pro rata share of the amounts
realized upon the disposition by the Trustee of Equity Securities.
All Unit holders of the Growth & Treasury Trust will receive their
pro rata portion of the Treasury Obligations in cash upon the
termination of the Growth & Treasury Trust. To be effective, the
election form, together with surrendered certificates and other
documentation required by the Trustee, must be returned to the
Trustee at least five business days prior to the Mandatory Termination
Date for the Growth Trust and at least five business days prior
to the Treasury Obligations Maturity Date for the Growth & Treasury
Trust. Unit holders not electing a distribution of shares of Equity
Securities will receive a cash distribution from the sale of the
remaining Securities within a reasonable time after the Trusts
are terminated. Regardless of the distribution involved, the Trustee
will deduct from the funds of each Trust any accrued costs, expenses,
advances or indemnities provided by the Trust Agreement, including
estimated compensation of the Trustee and costs of liquidation
and any amounts required as a reserve to provide for payment of
any applicable taxes or other governmental charges. Any sale of
Securities
Page 28
in a Trust upon termination may result in a lower amount than
might otherwise be realized if such sale were not required at
such time. The Trustee will then distribute to each Unit holder
his pro rata share of the balance of the Income and Capital Accounts.
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. Carter, Ledyard & Milburn, will act as counsel for
the Trustee and as special New York tax counsel for the Trusts.
Experts
The statements of net assets, including the schedules of investments,
of the Trusts at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
have been audited by Ernst & Young, independent auditors, as set
forth in their report thereon appearing elsewhere herein and in
the Registration Statement, and are included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
UNDERWRITING
The Underwriters named below, including the Sponsor, have purchased
Units in the following respective amounts:
<TABLE>
<CAPTION>
Food & Beverage Growth Trust, Series 1
Number of
Name Address Units
____ _______ _________
<S> <C> <C>
Sponsor
Nike Securities L.P. 1001 Warrenville Road, Lisle, IL 60532
Underwriters
_________
=========
</TABLE>
* These Underwriters have committed to purchase at least 25,000
Units from the Sponsor on the Initial Date of Deposit and have
indicated their intention to purchase a total of 100,000 Units
from the Sponsor during the initial six month offering period.
<TABLE>
<CAPTION>
Food & Beverage Growth & Treasury Securities Trust, Series 2
Number of
Name Address Units
____ _______ _________
<S> <C> <C>
Sponsor
Nike Securities L.P. 1001 Warrenville Road, Lisle, IL 60532
Underwriters
_________
=========
</TABLE>
* These Underwriters have committed to purchase at least 25,000
Units from the Sponsor on the Initial Date of Deposit and have
indicated their intention to purchase a total of 100,000 Units
from the Sponsor during the initial six month offering period.
With respect to the Growth Trust, the Underwriters have agreed
to underwrite additional Units of the Trust as they become available.
The Sponsor will receive from the Underwriters the excess over
the gross sales commission contained in the following table:
Underwriting Concessions
________________________
$100,000-999,999 $1,000,000 or more
Underwritten Underwritten
________________ __________________
3.5% 3.7%
Page 29
With respect to the Growth & Treasury Trust, the Underwriters
have agreed to underwrite additional Units of the Trust as they
become available. The Sponsor will receive from the Underwriters
the excess over the gross sales commission contained in the following
table:
Underwriting Concessions
________________________
$100,000-999,999 $1,000,000 or more
Underwritten Underwritten
________________ __________________
3.8% 4.1%
On the Initial Date of Deposit, the Underwriter of the Trusts
became the owner of the Units of each Trust and entitled to the
benefits thereof, as well as the risks inherent therein.
The Underwriter Agreement provides that a public offering of the
Units of the Trusts will be made at the Public Offering Price
described in the prospectus. Units may also be sold to or through
dealers and others during the initial offering period and in the
secondary market at prices representing a concession or agency
commission as described in "Public Offering-How are Units Distributed?"
Underwriters, dealers and others who, in a single month, purchase
from the Sponsor Units of any Series of The First Trust GNMA,
The First Trust of Insured Municipal Bonds, The First Trust Combined
Series, The First Trust Special Situations Trust, Templeton Growth
and Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities
Trust, The Advantage Growth and Treasury Securities Trust or any
other unit investment trust of which Nike Securities L.P. is the
Sponsor (the "UIT Units"), which sale of UIT Units are in the
following aggregate dollar amounts, will receive additional concessions
from the Sponsor as indicated in the following table:
<TABLE>
<CAPTION>
Aggregate Dollar Amount Additional Concession
of Units Sold (per $1,000 sold)
_______________________ _____________________
<S> <C>
$1,000,000 - $2,499,999 $ .50
$2,500,000 - $4,999,999 $1.00
$5,000,000 - $7,499,999 $1.50
$7,500,000 - $9,999,999 $2.00
$10,000,000 or more $2.50
</TABLE>
Aggregate Monthly Dollar Amount of UIT Units Sold is based on
settled trades for a month (including sales of UIT Units to the
Sponsor in the secondary market which are resold), net of redemptions.
From time to time the Sponsor may implement programs under which
Underwriters and dealers of the Trusts may receive nominal awards
from the Sponsor for each of their registered representatives
who have sold a minimum number of UIT Units during a specified
time period. In addition, at various times the Sponsor may implement
other programs under which the sales force of an Underwriter or
dealer may be eligible to win other nominal awards for certain
sales efforts, or under which the Sponsor will reallow to any
such Underwriter 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 Underwriters or dealers for certain services
or activities which are primarily intended to result in sales
of Units of the Trusts. Such payments are made by the Sponsor
out of its own assets, and not out of the assets of the Trusts.
These programs will not change the price Unit holders pay for
their Units or the amount that the Trusts will receive from the
Units sold.
The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on the Trusts
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on taxable investments such
as corporate or U.S. Government bonds, bank CDs and money market
accounts or money market funds, each of which has investment characteristics
that may differ from those of the Trusts. U.S. Government bonds,
for example, are backed by the full faith and credit of the U.S.
Government and bank CDs and money market accounts are insured
by an agency of the federal government. Money market accounts
and money market funds provide stability of principal, but pay
interest
Page 30
at rates that vary with the condition of the short-term debt market.
The investment characteristics of the Trusts are described more
fully elsewhere in this Prospectus.
Page 30
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 91
We have audited the accompanying statements of net assets, including
the schedules of investments, of Food & Beverage Growth Trust,
Series 1 and Food & Beverage Growth & Treasury Securities Trust,
Series 2, comprising The First Trust Special Situations Trust,
Series 91 as of the opening of business on , 1994.
These statements of net assets are the responsibility of the
Trusts' Sponsor. Our responsibility is to express an opinion
on these statements of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statements
of net assets are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statements of net assets. Our procedures included
confirmation of the letters of credit held by the Trustee and
deposited in the Trusts on , 1994. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall
presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable
basis for our opinion.
In our opinion, the statements of net assets referred to above
present fairly, in all material respects, the financial position
of Food & Beverage Growth Trust, Series 1 and Food & Beverage
Growth & Treasury Securities Trust, Series 2, comprising The First
Trust Special Situations Trust, Series 91 at the opening of business
on , 1994 in conformity with generally accepted
accounting principles.
ERNST & YOUNG
Chicago, Illinois
, 1994
Page 32
Statements of Net Assets
At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1994
<TABLE>
<CAPTION>
Food & Beverage
Growth Trust,
Series 1
_______________
NET ASSETS
<S> <C>
Investment in Equity Securities represented
by purchase contracts (1)(2) $
==========
Units outstanding
==========
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (3) $
Less sales charge (3)
__________
Net Assets $
==========
</TABLE>
[FN]
NOTES TO STATEMENTS OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" for Food & Beverage Growth Trust, Series 1 is
based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $600,000 issued
by Bankers Trust Company has been deposited with the Trustee covering
the monies necessary for the purchase of the Equity Securities
in Food & Beverage Growth Trust, Series 1 pursuant to contracts
for the purchase of such Equity Securities.
(3) The aggregate cost to investors includes a sales charge computed
at the rate of 4.9% of the Public Offering Price (equivalent to
5.152% of the net amount invested), assuming no reduction of sales
charge for quantity purchases.
Page 33
Statements of Net Assets
At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1994
<TABLE>
<CAPTION>
Food & Beverage
Growth & Treasury
Securities Trust,
Series 2
_________________
NET ASSETS
<S> <C>
Investment in Equity Securities represented
by purchase contracts (1)(2) $
==========
Units outstanding
==========
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (3) $
Less sales charge (3)
__________
Net Assets $
==========
</TABLE>
[FN]
NOTES TO STATEMENTS OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" for Food & Beverage Growth & Treasury Securities
Trust, Series 2 is based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $600,000 issued
by Bankers Trust Company has been deposited with the Trustee covering
the monies necessary for the purchase of the Equity Securities
in Food & Beverage Growth & Treasury Securities Trust, Series
2 pursuant to contracts for the purchase of such Equity Securities.
(3) The aggregate cost to investors includes a sales charge computed
at the rate of 4.9% of the Public Offering Price (equivalent to
5.152% of the net amount invested), assuming no reduction of sales
charge for quantity purchases.
Page 34
Schedule of Investments
Food & Beverage Growth Trust, Series 1
At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1994
<TABLE>
<CAPTION>
Approximate
Percentage of Market Cost of Equity
Number Ticker Symbol and Aggregate Value Securities
of Shares Name of Issuer of Equity Securities (1) Offering Price (3) per Share to Trust (2)
_________ _______________________________________ __________________ __________ ______________
<C> <S> <C> <C> <C>
BUD Anheuser-Busch Companies, Inc. 3-5% $ $
ADM Archer-Daniels-Midland Company 3-5%
CPC CPC International, Inc. 3-5%
CPB Campbell Soup Company 3-5%
KO Coca-Cola Company 3-5%
DF Dean Foods Company 3-5%
GIS General Mills, Inc. 3-5%
GEB Gerber Products Company 3-5%
HNZ Heinz (H.J.) Company 3-5%
HSY Hershey Foods Corporation 3-5%
HRL Hormel (George A.) & Company 3-5%
K Kellogg Company 3-5%
PEP Pepsico, Inc. 3-5%
OAT Quaker Oats Company 3-5%
SLE Sara Lee Corporation 3-5%
SJM/A Smucker (J.M.) Company 3-5%
TR Tootsie Roll Industries, Inc. 3-5%
TYSNA Tyson Foods, Inc. 3-5%
UFC Universal Foods Corporation 3-5%
WWY Wrigley (Wm.) Jr. Company 3-5%
________ __________
Total Investments 100% $
======== ==========
</TABLE>
[FN]
_______________
(1) All Equity Securities are represented by regular way contracts
to purchase such Securities for the performance of which an irrevocable
letter of credit has been deposited with the Trustee. The contracts
to purchase Equity Securities were entered into by the Sponsor
on .
(2) The cost of the Equity Securities to the Trust represents
the aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the closing sale prices of listed
Equity Securities and the ask prices of over-the-counter traded
Equity Securities). The valuation of the Equity Securities has
been determined by the Evaluator, certain shareholders of which
are officers of the Sponsor. The aggregate underlying value of
the Equity Securities on the Initial Date of Deposit, was $
. Cost and loss to Sponsor relating to the purchase of the
Equity Securities were $ and $ , respectively.
(3) The portfolio may contain additional Equity Securities each
of which will not exceed approximately 5% of the Aggregate Offering
Price. Also, the percentages of the Aggregate Offering Price for
the Equity Securities are approximate amounts and may vary in
the final portfolio.
Page 35
Schedule of Investments
Food & Beverage Growth & Treasury Securities Trust, Series 2
At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1994
<TABLE>
<CAPTION>
Approximate Market Value
Percentage of per Share Cost of
Maturity Aggregate of Equity Securities
Value Name of Issuer and Title of Security (1) Offering Price (3) Securities to trust (2)
________ ________________________________________ __________________ ____________ ____________
<C> <S> <C> <C> <C>
$ Zero coupon U.S. Treasury Bonds $
maturing
Number Ticker Symbol and
of Shares Name of Issuer of Equity Securities
_________ ___________________________________
<C> <S>
BUD Anheuser-Busch Companies, Inc. 1-3% $ $
ADM Archer-Daniels-Midland Company 1-3%
CPC CPC International, Inc. 1-3%
CPB Campbell Soup Company 1-3%
KO Coca-Cola Company 1-3%
DF Dean Foods Company 1-3%
GIS General Mills, Inc. 1-3%
GEB Gerber Products Company 1-3%
HNZ Heinz (H.J.) Company 1-3%
HSY Hershey Foods Corporation 1-3%
HRL Hormel (George A.) & Company 1-3%
K Kellogg Company 1-3%
PEP Pepsico, Inc. 1-3%
OAT Quaker Oats Company 1-3%
SLE Sara Lee Corporation 1-3%
SJM/A Smucker (J.M.) Company 1-3%
TR Tootsie Roll Industries, Inc. 1-3%
TYSNA Tyson Foods, Inc. 1-3%
UFC Universal Foods Corporation 1-3%
WWY Wrigley (Wm.) Jr. Company 1-3%
________ _____________
Total Equity Securities %
________ _____________
Total Investments 100% $
======== =============
</TABLE>
[FN]
_______________
(1) The Treasury Obligations are being purchased at a discount
from their par value because there is no stated interest income
thereon (such securities are often referred to as zero coupon
U.S. Treasury Strips). Over the life of the Treasury Obligations
the value increases, so that upon maturity the holders will receive
100% of the principal amount thereof.
All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter
of credit has been deposited with the Trustee. The contracts to
purchase Securities were entered into by the Sponsor on
.
Page 36
(2) The cost of the Securities to the Trust represents the offering
side evaluation as determined by the Evaluator (certain shareholders
of which are officers of the Sponsor) with respect to the Treasury
Obligations and the aggregate underlying value with respect to
the Equity Securities acquired (generally determined by the closing
sale prices of listed Equity Securities and the ask prices of
over-the-counter traded Equity Securities). The offering side
evaluation of the Treasury Obligations is greater than the bid
side evaluation of such Treasury Obligations which is the basis
on which the Redemption Price per Unit will be determined after
the initial offering period. The aggregate value, based on the
bid side evaluation of the Treasury Obligations and the aggregate
underlying value of the Equity Securities on the Initial Date
of Deposit, was $ . Cost and profit to the Sponsor relating to
the purchase of the Treasury Obligations were $ and $, respectively.
Cost and profit to Sponsor relating to the purchase of the Equity
Securities were $ and $ , respectively.
(3) The portfolio may contain additional Equity Securities each
of which will not exceed approximately 3% of the Aggregate Offering
Price. Also, the percentages of the Aggregate Offering Price for
the Equity Securities are approximate amounts and may vary in
the final portfolio.
Page 37
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Page 38
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Page 39
<TABLE>
<CAPTION>
CONTENTS:
<S> <C>
Summary of Essential Information:
Food & Beverage Growth Trust, Series 1 5
Food & Beverage Growth & Treasury
Securities Trust, Series 2 6
The First Trust Special Situations Trust, Series 91:
What is The First Trust Special Situations Trust? 7
What are the Expenses and Charges? 9
What is the Federal Tax Status of Unit Holders? 10
Why are Investments in the Trusts Suitable for
Retirement Plans? 13
Portfolio:
What are Treasury Obligations? 13
What are Equity Securities? 13
What are the Equity Securities Selected for
Food & Beverage Growth Trust, Series 1
and Food & Beverage Growth & Treasury Securities
Trust, Series 2? 15
What are Some Additional Considerations
for Investors? 17
Public Offering:
How is the Public Offering Price Determined? 18
How are Units Distributed? 20
What are the Sponsor's Profits? 21
Will There be a Secondary Market? 21
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 22
How are Income and Capital Distributed? 22
What Reports will Unit Holders Receive? 23
How May Units be Redeemed? 23
How May Units be Purchased by the Sponsor? 25
How May Securities be Removed from the Trusts? 26
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 27
Who is the Trustee? 27
Limitations on Liabilities of Sponsor and Trustee 27
Who is the Evaluator? 27
Other Information:
How May the Indenture be Amended
or Terminated? 28
Legal Opinions 29
Experts 29
Underwriting 29
Report of Independent Auditors 32
Statements of Net Assets 33
Schedules of Investments:
Food & Beverage Growth Trust, Series 1 35
Food & Beverage Growth & Treasury Securities
Trust, Series 2 36
</TABLE>
____________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO,
WHICH THE TRUST HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
Food & Beverage Growth Trust
Series 1
Food & Beverage Growth & Treasury Securities Trust
Series 2
Trustee:
United States Trust Company
of New York
770 Broadway
New York, New York 10003
1-800-682-7520
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
, 1994
Page 39
MEMORANDUM
Re: The First Trust Special Situations Trust, Series 91
As indicated in our cover letter transmitting the
Registration Statement on Form S-6 and other related material
under the Securities Act of 1933 to the Commission, the only
difference of consequence (except as described below) between The
First Trust Special Situations Trust, Series 90, which is the
current fund, and The First Trust Special Situations Trust,
Series 91, the filing of which this memorandum accompanies, is
the change in the series number. The list of bonds comprising
the Fund, the evaluation, record and distribution dates and other
changes pertaining specifically to the new series, such as size
and number of Units in the Fund and the statement of condition of
the new Fund, will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the
Series 90 Prospectus relate to the series number and size and the
date and various items of information which will be derived from
and apply specifically to the bonds deposited in the Fund.
CONTENTS OF REGISTRATION STATEMENT
ITEM A Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.
ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
91 has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Village of Lisle and State of Illinois on February 28, 1994.
THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 91
(Registrant)
By: NIKE SECURITIES L.P.
(Depositor)
By Carlos E. Nardo
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE* DATE
Robert D. Van Kampen Sole Director of
Nike Securities February 28, 1994
Corporation, the
General Partner of
Nike Securities L.P. Carlos E. Nardo
Attorney-in-Fact**
___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Special
Situations Trust, Series 18 (File No. 33-42683) and the same
is hereby incorporated by this reference.
S-2
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF ERNST & YOUNG
The consent of Ernst & Young to the use of its name and to
the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.
CONSENT OF SECURITIES EVALUATION SERVICE, INC.
The consent of Securities Evaluation Service, Inc. to the
use of its name in the Prospectus included in the Registration
Statement is filed as Exhibit 4.1 to the Registration Statement
S-3
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 18 and
subsequent Series effective October 15, 1991 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York as Trustee, Securities Evaluation
Service, Inc., as Evaluator, and Nike Financial Advisory
Services L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18) and Form of Standard Terms
and Conditions of Trust for The First Trust Special
Situations Trust, Series 22 and certain subsequent
Series, effective November 20, 1991 among Nike Securities
L.P., as Depositor, United States Trust Company of New
York as Trustee, Securities Evaluation Service, Inc., as
Evaluator, and Nike Financial Advisory Services L.P. as
Portfolio Supervisor (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-43693] filed on
behalf of The First Trust Special Situations Trust,
Series 22).
1.1.1* Form of Trust Agreement for Series 91 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York, as Trustee, Securities Evaluation
Service, Inc., as Evaluator, and First Trust Advisors
L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership Agreement
of Nike Securities L.P. (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporaiton, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
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2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
3.1* Opinion of counsel as to legality of Securities being
registered.
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
3.4* Opinion of counsel as to advancement of funds by Trustee.
4.1* Consent of Securities Evaluation Service, Inc.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
___________________________________
* To be filed by amendment.
S-5
