As filed with the Securities and Exchange Commission on August
18, 1994.
Registration No. 33-54751
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to 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 103
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
NIKE SECURITIES L.P.
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agent for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
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 Aggregate 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 public:
As soon as practicable after the effective date of the
Registration Statement.
_________________________
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 103
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 AUGUST 18, 1994
Target Equity Trust
Value Ten Series 5
The Trust. The First Trust Special Situations Trust, Series 103
(the "Trust") is a unit investment trust consisting of a portfolio
containing common stocks issued by companies which provide income
and are considered to have the potential for capital appreciation
(the "Equity Securities"). The Trust consists of common stocks
of the ten companies in the Dow Jones Industrial Average (Dow
Jones Industrial Average is not affiliated with the Sponsor and
is the property of Dow Jones & Company, Inc.) having the highest
dividend yield as of the opening of business on the date of this
Prospectus. Dow Jones & Company, Inc. has not granted to the Trust
or the Sponsor a license to use the Dow Jones Industrial Average.
Dow Jones & Company, Inc. has not participated in any way in the
creation of the Trust or in the selection of stocks included in
the Trust and has not approved any information herein relating
thereto.
The objective of the Trust is to provide an above-average total
return through a combination of dividend income and capital appreciation
by investing the Trust's portfolio in selected common stocks of
companies which meet the criteria stated above. See "Schedule
of Investments." Units are not designed so that their prices will
parallel or correlate with movements in the Dow Jones Industrial
Average, and it is expected that their prices will not parallel
or correlate with such movements. The Trust has a mandatory termination
date (the "Mandatory Termination Date" or "Trust Ending Date")
of approximately one year from the date of this Prospectus as
set forth under "Summary of Essential Information." There is,
of course, no guarantee that the objective of the Trust will be
achieved.
Each Unit of the Trust represents an undivided fractional interest
in all the Equity Securities deposited in the Trust. 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. See
"Portfolio."
The Sponsor may, from time to time 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 Equity Securities be Removed from the Trust?"
Public Offering Price. 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 the 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 2.95% (equivalent to 3.039% of the net amount invested). 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
the Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the
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.
First Trust (registered trademark)
The date of this Prospectus is , 1994
Page 1
Trust plus a maximum sales charge of 2.95% (equivalent to 3.039%
of the net amount invested) prior to the first Income Distribution
Record Date, and 1.95% (equivalent to 1.989% of the net amount
invested) on or after the first Income Distribution Record Date.
A pro rata share of accumulated dividends, if any, in the Income
Account is included in the Public Offering Price. The minimum
purchase is $1,000. The sales charge is reduced on a graduated
scale for sales involving at least 50,000 Units. See "How is the
Public Offering Price Determined?"
Estimated Net Annual Distributions. The estimated net annual dividend
distributions to Unit holders (based on the most recent quarterly
dividend declared with respect to the Equity Securities in the
Trust) at the opening of business on the Initial Date of Deposit
for the Target Equity Trust, Value Ten Series 5 was $
per Unit. The estimated net annual dividend distributions
per Unit will vary with changes in fees and expenses of the Trust,
with changes in dividends received and with the sale or liquidation
of Equity Securities; therefore, there is no assurance that the
annual dividend distributions will be realized in the future.
Dividend and Capital Distributions. Distributions of dividends
received by the Trust will be paid semi-annually in cash on the
Distribution Date to Unit holders of record on the Record Date
as set forth in the "Summary of Essential Information." The first
such distribution will be made on December 31, 1994 to Unit holders
of record on December 15, 1994. The second distribution will be
made as part of the final liquidation distribution. Distributions
of funds in the Capital Account, if any, will be made as part
of the final liquidation distribution, and in certain circumstances,
earlier. Any distribution of income and/or capital will be net
of the expenses of the Trust. See "What is the Federal Tax Status
of Unit Holders?" Additionally, upon termination of the Trust,
the Trustee will distribute, upon surrender of Units for redemption,
to each remaining Unit holder his pro rata share of the Trust's
assets, less expenses, in the manner set forth under "Rights of
Unit Holders-How are Income and Capital Distributed?" Unit holders
who elect to become Rollover Unit holders will not receive the
final liquidation distribution, but will receive units in the
new Target Equity Trust, Value Ten Series (the "1995 Trust") created
in conjunction with the termination of this series of the Target
Equity Trust, Value Ten Series, if one is being offered. See "Special
Redemption, Liquidation and Investment in New Trust." Any Unit
holder may elect to have each distribution of income or capital
on his Unit, other than the final liquidating distribution in
connection with the termination of the Trust, automatically reinvested
in additional Units of the Trust without a sales charge to the
Unit holder. See "Rights of Unit Holders-How are the Income and
Capital Distributed?"
Secondary Market for Units. While under no obligation to do so,
the Sponsor may maintain a market for Units of the Trust and offer
to repurchase such Units at prices which are based on the aggregate
underlying value of Equity Securities in the Trust (generally
determined by the closing sale prices of the Equity Securities)
plus or minus cash, if any, in the Capital and Income Accounts
of the Trust. If a secondary market is not maintained, a Unit
holder may redeem Units through redemption at prices based upon
the aggregate underlying value of the Equity Securities in the
Trust (generally determined by the closing sale prices of the
Equity Securities) plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the 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. See "How
May Units be Redeemed?"
Special Redemption, Liquidation and Investment in New Trust. Unit
holders who hold their Units in book entry form will have the
option, subject to any necessary regulatory approval, of specifying
by , 1995 (the "Rollover Notification Date") to
have all of their Units redeemed in-kind on the Rollover Notification
Date and the distributed Equity Securities sold by the Trustee,
in its capacity as Distribution Agent, during the Special Redemption
and Liquidation Period. (Unit holders so electing are referred
to herein as "Rollover Unit holders".) The Distribution Agent
will appoint the Sponsor as its agent to determine the manner,
timing and execution of sales of underlying Equity Securities.
The proceeds of the redemption will then be invested in Units
of the 1995 Trust, if one is offered. The Sponsor may, however,
stop creating new Units of the 1995 Trust at any time in its sole
discretion without regard to whether all the proceeds to be invested
have been invested. Cash which has not been invested on behalf
of the Rollover Unit holders in the 1995 Trust will be distributed
at the end of the Special Redemption and Liquidation Period. However,
the Sponsor anticipates that sufficient Units can be created,
although moneys in this Trust may not be fully invested on the
next business day. Rollover Unit holders may purchase Units of
the 1995 Trust at a reduced sales charge.
Page 2
The portfolio of the 1995 Trust will contain the ten common stocks
in the Dow Jones Industrial Average having the highest dividend
yield as of the day prior to the Initial Date of Deposit of the
1995 Trust. Rollover Unit holders will receive the amount of dividends
in the Income Account of the Trust which will be included in the
reinvestment in Units of the 1995 Trust. The exchange option described
above is subject to modification, termination or suspension.
Termination. The Trust will terminate approximately one year after
the Initial Date of Deposit regardless of market conditions at
that time. Commencing on the Mandatory Termination Date, Equity
Securities will begin to be sold in connection with the termination
of the Trust. The Sponsor will determine the manner, timing and
execution of the sale of the Equity Securities. Written notice
of any termination of the 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 30 days prior to the Mandatory Termination
Date of the 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 the 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. 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 of the Trust.
Unit holders not electing the "Rollover Option" or a distribution
of shares of the Equity Securities will receive a cash distribution
within a reasonable time after the Trust is terminated. See "Rights
of Unit Holders-How are Income and Capital Distributed?"
Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the financial
condition of the issuers or the general condition of the stock
market, volatile interest rates and an economic recession. The
Trust is not actively managed and Equity Securities will not be
sold by the Trust to take advantage of market fluctuations or
changes in anticipated rates of appreciation. See "What are Equity
Securities?-Risk Factors."
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities- , 1994
Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: Securities Evaluation Service, Inc.
<TABLE>
<CAPTION>
General Information
<S> <C>
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 of Equity
Securities per Unit $
Sales Charge of 2.95% of the Public Offering Price per Unit
(3.039% of the net amount invested) $
Public Offering Price per Unit (2) $
Sponsor's Initial Repurchase Price per Unit $
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities) (3) $
CUSIP Number
</TABLE>
First Settlement Date , 1994
Rollover Notification Date , 1995
Special Redemption and Liquidation
Period Beginning on , 1995
until no later than , 1995
Mandatory Termination Date , 1995
Discretionary Liquidation Amount A Trust may be terminated if
the value of the Equity Securities is
less than the lower of $2,000,000 or
20% of the total value of Equity
Securities deposited in a Trust during
the primary offering period.
Trustee's Annual Fee $0.0090 per Unit outstanding.
Evaluator's Annual Fee $0.0030 per Unit outstanding. Evalua-
tions 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 $0.0025 per Unit outstand-
ing annually payable to an affiliate of
the Sponsor.
Income Distribution Record Date December 15, 1994
Income Distribution Date (4) December 30, 1994
[FN]
(1) Each Equity Security listed on a national securities exchange
is valued at the last closing sale price on the New York Stock
Exchange, or if no such price exists at the closing ask price
thereof.
(2) 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.
(3) See "How May Units be Redeemed?"
(4) At the Rollover Notification Date for Rollover Unit holders
or upon termination of Trust for other Unit holders, amounts in
the Income Account (which consist of dividends on the Equity Securities)
will be included in amounts distributed to or on behalf of Unit
holders. Distributions from the Capital Account will be made monthly
payable on the last day of the month to Unit holders of record
on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be
made as part of the final liquidation distribution.
Page 4
Target Equity Trust, Value Ten Series 5
The First Trust Special Situations Trust, Series 103
What is The First Trust Special Situations Trust?
The First Trust Special Situations Trust, Series 103 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 (the "Trust"). This Series consists
of an underlying separate unit investment trust designated as:
Target Equity Trust, Value Ten Series 5. The Trust 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.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of common
stocks issued by companies which provide income and are considered
to have the potential for capital appreciation (the "Equity Securities"),
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 Equity Securities. In exchange for the deposit of
securities or contracts to purchase securities in the Trust, the
Trustee delivered to the Sponsor documents evidencing the entire
ownership of the Trust.
The objective of the Trust is to provide an above-average total
return through a combination of dividend income and capital appreciation
by investing in Equity Securities of the ten companies which are
in the Dow Jones Industrial Average (Dow Jones Industrial Average
is not affiliated with the Sponsor and is the property of Dow
Jones & Company Inc.) having the highest dividend yield as of
the opening of business on the date of this Prospectus. There
is, of course, no guarantee that the objective of the Trust will
be achieved.
With the deposit of the Equity Securities on the Initial Date
of Deposit, the Sponsor established a percentage relationship
between the amounts of Equity Securities in the Trust's portfolio.
See "What are the Equity Securities Selected for Target Equity
Trust, Value Ten Series 5?" From time to time following the Initial
Date of Deposit, the Sponsor, pursuant to the Indenture, may deposit
additional Equity Securities in the 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
the Trust. Any additional Equity Securities deposited in the Trust
will maintain, as nearly as is practicable, the original proportionate
relationship of the Equity Securities in the Trust's portfolio.
Any deposit by the Sponsor of additional Equity Securities 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 Equity Securities deposited in the
Trust on the Initial, or any subsequent, Date of Deposit. See
"How May Equity Securities be Removed from the Trust?" The original
percentage relationship of each Equity Security to the Trust is
set forth herein under "Schedule of Investments." Since the prices
of the underlying Equity Securities will fluctuate daily, the
ratio, on a market value basis, will also change daily. The portion
of Equity Securities represented by each Unit will not change
as a result of the deposit of additional Equity Securities in
the Trust.
On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Equity Securities deposited
in the Trust set forth under "Summary of Essential Information."
To the extent that Units of the Trust are redeemed, the aggregate
value of the Equity Securities in the 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 the Trust in connection with the deposit of additional
Equity Securities by the Sponsor, the aggregate value of the Equity
Securities in the Trust will be increased by amounts allocable
to additional Units, and the fractional undivided interest represented
by each Unit of the Trust will be decreased proportionately. See
"How May Units be Redeemed?" The Trust has a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
Page 5
What are the Expenses and Charges?
At no cost to the Trust, the Sponsor has borne all the expenses
of creating and establishing the Trust, 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 Trust. 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 the Trust. Such fee is based on the number of Units outstanding
in the 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 this 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.
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 Trust for which it is
reimbursed by the Trust. The Trustee will receive for its ordinary
recurring services to the Trust an annual fee computed at $0.0090
per annum per Unit in the Trust outstanding based upon the largest
aggregate number of Units of the Trust outstanding at any time
during the calendar 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 the Trust to the extent funds are available and then
from the Capital Account of the 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
the 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 the
Trust: all legal 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 the
Trust; all taxes and other government charges imposed upon the
Securities or any part of the 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 the
Trust. In addition, the Trustee is empowered to sell Equity Securities
in the 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 the Trust. 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
Trust. 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?"
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. 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
Page 6
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 Trust.
In the opinion of Chapman and Cutler, special counsel for the
Sponsor, under existing law:
1. The 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 the Trust
under the Code; and the income of the 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 the
income derived from each Equity Security when such income is received
by the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of an Equity 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
Equity Security held by the 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 Equity Security held by the Trust. 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 the Trust is 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 exceeds 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 Equity Securities held
by the Trust will generally be considered a capital gain except
in the case of a dealer or a financial institution and will be
long-term if the Unit holder has held his Units for more than
one year (the date on which the Units are acquired (i.e., the
"trade date") is excluded for purposes of determining whether
the Units have been held 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 Equity Securities held by the 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.
However, a Rollover Unit holder's loss, if any, incurred in connection
with the exchange of Units for Units in the next new series of
the Target Equity Trust, Value Ten Series (the "1995 Trust"),
created in conjunction with the termination of this series of
the Target Equity Trust, will generally be disallowed with respect
to the disposition of any Equity Securities pursuant to such exchange
to the extent that such Unit holder is considered the owner of
substantially identical securities under the wash sale provisions
of the Code taking into account such Unit holder's deemed ownership
of the securities underlying the Units in the 1995 Trust in the
manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending
30 days after such disposition. However, any gains incurred in
connection with such an exchange by a Rollover Unit holder would
be recognized. Unit holders should consult their tax advisers
regarding the recognition of 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 the
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 the 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
Page 7
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 period 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 the Trust or Disposition of Units. As discussed above, a Unit
holder may recognize taxable gain (or loss) when an Equity Security
is disposed of by the Trust or if the Unit holder disposes of
a Unit (although losses incurred by Rollover Unit holders may
be subject to disallowance, as discussed above). For taxpayers
other than corporations, net capital gains are subject to a maximum
stated 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") raises
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 recharacterizes 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, Termination of the Trust and Investment in New 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 may request an In-Kind Distribution upon
the redemption of Units or the termination of the 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?" As previously discussed, prior to the
redemption of Units or the termination of the 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 or the termination of
the 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 the Trust in exchange for an undivided interest in whole shares
of stock plus, possibly, cash.
There are generally three different potential tax consequences
which may occur under an In-Kind Distribution with respect to
each Equity Security owned by the Trust. An "Equity Security"
for this purpose is a particular class of stock issued by a particular
corporation. If the Unit holder receives only whole shares of
an Equity Security in exchange for his or her pro rata portion
in each share of such security held by the 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 Equity Security plus cash in lieu of a
fractional share of such Equity Security, and if the fair market
value of the Unit holder's pro rata portion of the shares of such
Equity Security exceeds his tax basis in his pro rata portion
of such Equity 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 Equity Security which
he receives as part of the In-Kind Distribution. Finally, if a
Unit holder's pro rata interest in an Equity Security does not
equal a whole share, he may receive entirely cash in exchange
for his pro rata portion of a particular Equity 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
Equity Security.
Page 8
Because the Trust will own many Equity Securities, a Unit holder
who requests an In-Kind Distribution will have to analyze the
tax consequences with respect to each Equity Security owned by
the Trust. In analyzing the tax consequences with respect to each
Equity Security, such Unit holder must allocate the Distribution
Expenses among the Equity Securities (the "Allocable Expenses").
The Allocable Expenses will reduce the amount realized with respect
to each Equity Security so that the fair market value of the shares
of such Equity 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 Equity
Security received will be increased by the Allocable Expenses
relating to such Equity 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 Equity Security owned
by the Trust. Unit holders who request an In-Kind Distribution
are advised to consult their tax advisers in this regard.
As discussed in "Rights of Unit Holders-Special Redemption, Liquidation
and Investment in New Trust," a Unit holder may elect to become
a Rollover Unit holder. To the extent a Rollover Unit holder exchanges
his Units for Units of the 1995 Trust in a taxable transaction,
such Unit holder will recognize gains, if any, but generally will
not be entitled to a deduction for any losses recognized upon
the disposition of any Equity Securities pursuant to such exchange
to the extent that such Unit holder is considered the owner of
substantially identical securities under the wash sale provisions
of the Code taking into account such Unit holder's deemed ownership
of the securities underlying the Units in the 1995 Trust in the
manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions
contained in Section 1091 of the Code. In the event a loss is
disallowed under the wash sale provisions, special rules contained
in Section 1091(d) of the Code apply to determine the Unit holder's
tax basis in the securities acquired. Rollover Unit holders are
advised to consult their tax advisers.
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 the Trust to
such Unit holder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions
by the Trust will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident
alien individuals, foreign corporations or other non-United States
persons. Such persons should consult their tax advisers.
Unit holders will be notified annually of the amounts of income
dividends includable in the Unit holder's gross income and amounts
of Trust expenses which may be claimed as itemized deductions.
Dividend income and long-term capital gains 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 Trust Suitable for Retirement Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trust for New York tax matters, under the existing income
tax laws of the State of New York, the Trust is not an association
taxable as a corporation and the income of the Trust will be treated
as the income of the Unit holders thereof.
Why are Investments in the Trust Suitable for Retirement Plans?
Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans, certain of which are briefly described below.
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
Page 9
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 Equity Securities?
The Trust consists of ten common stocks in the Dow Jones Industrial
Average ("DJIA") (which is unaffiliated with the Sponsor) having
the highest dividend yield as of the opening of business on the
date of this Prospectus. The yield for each Equity Security was
calculated by annualizing the last quarterly or semi-annual ordinary
dividend declared and dividing the result by the market value
of the Equity Security as of the opening of business on the date
of this Prospectus. An investment in the Trust involves the purchase
of a quality portfolio of attractive equities with high dividend
yields in one convenient purchase. Investing in DJIA stocks with
the highest dividend yields may be effective in achieving the
Trust's investment objective because regular dividends are common
for established companies and dividends have accounted for a substantial
portion of the total return on DJIA stocks as a group.
The Dow Jones Industrial Average comprises 30 common stocks chosen
by the editors of The Wall Street Journal as representative of
the broad market and of American industry. The companies are major
factors in their industries and their stocks are widely held by
individuals and institutional investors. Changes in the components
of the DJIA are made entirely by the editors of The Wall Street
Journal without consultation with the companies, the stock exchange
or any official agency. For the sake of continuity, changes are
made rarely. Most substitutions have been the result of mergers,
but from time to time, changes may be made to achieve a better
representation. The components of the Dow Jones Industrial Average
may be changed at any time for any reason. Any changes in the
components of the Dow Jones Industrial Average after the date
of this Prospectus will not cause a change in the identity of
the common stocks included in the Trust Portfolio, including any
additional Equity Securities deposited in the Trust.
Investors should note that the above criteria were applied to
the Equity Securities selected for inclusion in the Trust Portfolio
as of the opening of business on the date of this Prospectus.
Since the Sponsor may deposit additional Equity Securities which
were originally selected through this process, the Sponsor may
continue to sell Units of the Trust even though the yields on
these Equity Securities may have changed subsequent to the Initial
Date of Deposit or the Equity Securities may no longer be included
in the Dow Jones Industrial Average, and therefore the Equity
Securities would no longer be chosen for deposit into the Trust
if the selection process were to be made again at a later time.
The Dow Jones Industrial Average, Historical Perspective
The Dow Jones Industrial Average was first published in The Wall
Street Journal in 1896. Initially consisting of just 12 stocks,
the DJIA expanded to 20 stocks in 1916 and its present size of
30 stocks on October 1, 1928. The companies which make up the
DJIA have remained relatively constant over the life of the DJIA.
Taking into account name changes, 9 of the original DJIA companies
are still in the DJIA today. For two periods of 17 consecutive
years, March 14, 1939-July 1956 and June 1, 1959-August 6, 1976,
there were no changes to the list. The following is a comparison
of the list as it appeared on October 1, 1928 and the current
DJIA.
Page 10
The Dow Jones Industrial Average
List as of October 1, 1928 Current List
__________________________ ________________________________
Allied Chemical AlliedSignal
American Can Aluminum Company of America
American Smelting American Express Company*
American Sugar American Telephone & Telegraph Company
American Tobacco Bethlehem Steel Corporation
Atlantic Refining Boeing Company
Bethlehem Steel Corporation Caterpillar Inc.
Chrysler Corporation Chevron Corporation*
General Electric Company Coca-Cola Company
General Motors Corporation Walt Disney Company
General Railway Signal E.I. du Pont de Nemours & Company
Goodrich Eastman Kodak Company*
International Harvester Exxon Corporation*
International Nickel General Electric Company
Mack Trucks General Motors
Nash Motors Goodyear Tire & Rubber Company
North American International Business Machines
Corporation
Paramount Publix International Paper Company
Postum, Inc. McDonald's Corporation
Radio Corporation of America (RCA) Merck & Company, Inc.*
Sears Roebuck & Company Minnesota Mining & Manufacturing
Company
Standard Oil of New Jersey J.P. Morgan & Company, Inc.*
Texas Corporation Philip Morris Companies, Inc.*
Texas Gulf Sulphur Procter & Gamble Company
Union Carbide Corporation Sears, Roebuck & Company*
United States Steel Company Texaco, Inc.*
Victor Talking Machine Union Carbide Corporation
Westinghouse Electric Corporation United Technologies Corporation
Woolworth Corporation Westinghouse Electric Corporation
Wright Aeronautical Woolworth Corporation*
* The indicated companies are the ten companies in the Dow Jones
Industrial Average having the highest dividend yield as of the
opening of business on August 18, 1994. (Dow Jones Industrial
Average is not affiliated with the Sponsor and is property of
Dow Jones & Company, Inc.)
What are the Equity Securities Selected for Target Equity Trust,
Value Ten Series 5?
The Trust consists of common stocks of companies which are in
the Dow Jones Industrial Average, having the highest dividend
yield as of the opening of business on the day prior to the date
of this Prospectus.
Dow Jones & Company, Inc., owner of the Dow Jones Industrial Average,
has not granted to the Trust or the Sponsor a license to use the
Dow Jones Industrial Average. Units are not designed so that their
prices will parallel or correlate with movements in the Dow Jones
Industrial Average, and it is expected that their prices will
not parallel or correlate with such movements. Dow Jones & Company,
Inc. has not participated in any way in the creation of the Trust
or in the selection of stocks included in the Trust and has not
approved any information herein relating thereto.
The following table compares the actual performance of the Dow
Jones Industrial Average and approximately equal values of the
ten stocks in the DJIA having the highest dividend yield in each
of the past 20 years (the "10 Highest Yielding DJIA Stocks"),
as of December 31 in each of these years.
Page 11
<TABLE>
<CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
10 Highest Yielding DJIA Stocks (1) Dow Jones Industrial Average (DJIA)
Actual Actual
Dividend Total Dividend Total
Year Appreciation (2) Yield (3) Return (4) Appreciation (2) Yield (3) Return (4)
_____ ________________ _________ __________ ________________ _________ __________
<S> <C> <C> <C> <C> <C> <C>
1974 -16.32 7.37 -8.95 -27.57 4.43 -23.14
1975 48.78 7.95 56.73 38.32 6.08 44.40
1976 27.70 7.10 34.80 17.86 4.86 22.72
1977 -6.75 5.92 -0.83 -17.27 4.56 -12.71
1978 -6.92 7.11 0.19 -3.15 5.84 2.69
1979 3.97 8.41 12.38 4.19 6.33 10.52
1980 17.83 8.54 26.37 14.93 6.48 21.41
1981 -0.94 8.29 7.35 -9.23 5.83 -3.40
1982 17.24 8.22 25.46 19.60 6.19 25.79
1983 30.20 8.25 38.45 20.30 5.38 25.68
1984 0.24 6.65 6.89 -3.76 4.82 1.06
1985 21.45 6.97 28.42 27.66 5.12 32.78
1986 23.74 6.13 29.87 22.58 4.33 26.91
1987 1.87 5.10 6.97 2.26 3.76 6.02
1988 15.80 5.80 21.60 11.85 4.10 15.95
1989 20.28 6.94 27.22 26.96 4.75 31.71
1990 -13.00 5.06 -7.94 -4.34 3.77 -0.57
1991 28.32 5.22 33.54 20.32 3.61 23.93
1992 3.44 4.82 8.26 4.17 3.17 7.34
1993 23.06 4.20 27.26 13.72 2.99 16.72
1/1/94- -4.34 2.05 -2.29 -3.44 1.34 -2.11
6/30/94
</TABLE>
[FN]
(1) The 10 Highest Yielding DJIA Stocks for any given period
were selected by ranking the dividend yields for each of the stocks
in the DJIA as of the beginning of the period, based upon an annualization
of the last quarterly or semi-annual regular dividend distribution
(which would have been declared in the preceding year) divided
by that stock's market value on the first trading day on the New
York Stock Exchange in the given period.
(2) Appreciation for the 10 Highest Yielding DJIA Stocks ("Stocks")
is calculated by subtracting the market value of the Stocks as
of the first trading day on the New York Stock Exchange in a given
period from the market value of the Stocks as of the last trading
day in that period, and dividing the result by the market value
of the Stocks as of the first trading day in that period. Appreciation
for the DJIA is calculated by subtracting the opening value of
the DJIA as of the first trading day in a given period from the
closing value of the DJIA as of the last trading day in that period,
and dividing the result by the opening value of the DJIA as of
the first trading day in that period.
(3) Actual Dividend Yield for the Stocks is calculated by adding
the total dividends received on the Stocks in a given period and
dividing the result by the market value of the Stocks as of the
first trading day in that period. Actual Dividend Yield for the
DJIA is calculated by taking the total dividends credited to the
DJIA and dividing the result by the opening value of the DJIA
as of the first trading day of the period.
(4) Total Return represents the sum of Appreciation and Actual
Dividend Yield. Total Return does not take into consideration
any sales charges, commissions, expenses or taxes. Total Return
does not take into consideration any reinvestment of dividend
income. Based on the year-by-year returns contained in the table,
over the last 20 years, the 10 highest yielding stocks achieved
an average annual total return of 17.53%, as compared to the average
annual total return of all of the stocks in the DJIA, which was
12.56%. These stocks also had a higher average dividend yield
in each of the last 20 years and outperformed the DJIA in 15 of
these years. When viewed for at least three consecutive years,
this strategy never lost money. Although the Trust seeks to achieve
a better performance than the DJIA, there can be no assurance
that the Trust will outperform the DJIA over its one-year life
or over consecutive rollover periods, if available.
Page 12
Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.
The returns shown above are not guarantees of future performance
and should not be used as a predictor of returns to be expected
in connection with the Trust Portfolio. Both stock prices (which
may appreciate or depreciate) and dividends (which may be increased,
reduced or eliminated) will affect the returns. As indicated in
the above table, the 10 Highest Yielding DJIA Stocks underperformed
the DJIA in certain years and there can be no assurance that the
Trust Portfolio will outperform the DJIA over the life of the
Trust or over consecutive rollover periods, if available. A Holder
of Units in the Trust would not necessarily realize as high a
Total Return on an investment in the stocks upon which the returns
shown above are based. The Total Return figures shown above do
not reflect sales charges, commissions, Trust expenses or taxes,
and the Trust may not be able to invest equally in the 10 Highest
Yielding DJIA Stocks and may not be fully invested at all times.
See "What are the Equity Securities Selected for Target Equity
Trust, Value Ten Series 5?"
What are Some Additional Considerations for Investors?
The Trust consists of different issues of Equity Securities, all
of which are listed on a national securities exchange. In addition,
each of the companies whose Equity Securities are included in
the portfolio are actively traded, well established corporations.
Page 13
The Trust consists of such of the Equity Securities listed under
"Schedule of Investments" as may continue to be held from time
to time in the Trust and any additional Equity Securities acquired
and held by the 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 Equity Securities. However, should
any contract for the purchase of any of the Equity Securities
initially deposited hereunder fail, the Sponsor will, unless substantially
all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Equity 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.
Risk Factors. 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 the 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. 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) . See
"How May Equity Securities be Removed from the Trust?" Equity
Securities, however, will not be sold by the Trust to take advantage
of market fluctuations or changes in anticipated rates of appreciation
or depreciation or if the Equity Securities are no longer among
the ten common stocks in the Dow Jones Industrial Average with
the highest dividend yield.
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. The investigation by the Securities
and Exchange Commission of illegal insider trading in connection
with corporate takeovers, and possible congressional inquiries
and legislation relating to this investigation, may adversely
affect the ability of certain dealers to remain market makers.
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 the Trust, will be adversely affected if trading
markets for the Equity Securities are limited or absent.
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 Trust 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
Page 14
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 the Portfolio may be expected to fluctuate over the life of
the Trust 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.
Unit holders will be unable to dispose of any of the Equity Securities
in the 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 the Trust
and will vote such stocks in accordance with the instructions
of the Sponsor.
Investors should be aware of certain other considerations before
making a decision to invest in the Trust.
The value of the Equity Securities will fluctuate over the life
of the Trust and may be more or less than the price at which they
were deposited in the 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,
including the impact of the Sponsor's purchase and sale of the
Equity Securities (especially during the primary offering period
of Units of the Trust and during the Special Redemption and Liquidation
Period) and other factors.
The Sponsor and the Trustee shall not be liable in any way for
any default, failure or defect in any Equity Security. In the
event of a notice that any Equity Security will not be delivered
("Failed Contract Obligations") to the Trust, the Sponsor is authorized
under the Indenture to direct the Trustee to acquire other Equity
Securities ("Replacement Securities"). Any Replacement Security
will be identical to those which were the subject of the failed
contract. The Replacement Securities must be purchased within
20 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 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 Trust and the number of Units thereof by the deposit of
additional Equity Securities in the Trust and the issuance of
a corresponding number of additional Units.
The Trust consists of the Equity Securities listed under "Schedule
of Investments" (or contracts to purchase such Securities) as
may continue to be held from time to time in the Trust and any
additional Equity Securities acquired and held by the Trust pursuant
to the provisions of the Indenture (including provisions with
respect to deposits into the Trust of Equity Securities in connection
with the issuance of additional Units).
Once all of the Equity Securities in the 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 Equity Securities only under limited circumstances.
See "How May Equity Securities be Removed from the Trust?"
Page 15
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Equity
Security which might reasonably be expected to have a material
adverse effect on the Trust. At any time after the Initial Date
of Deposit, litigation may be instituted on a variety of grounds
with respect to the Equity 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 Trust.
Petroleum Refining Companies. The Trust is considered to be concentrated
in common stocks of companies engaged in refining and marketing
oil and related products. According to the U.S. Department of
Commerce, the factors which will most likely shape the industry
to 1996 and beyond include the price and availability of oil from
the Middle East, changes in United States environmental policies
and the continued decline in U.S. production of crude oil. Possible
effects of these factors may be increased U.S. and world dependence
on oil from the Organization of Petroleum Exporting Countries
("OPEC") and highly uncertain and potentially more volatile oil
prices. Factors which the Sponsor believes may increase the profitability
of oil and petroleum operations include increasing demand for
oil and petroleum products as a result of the continued increases
in annual miles driven and the improvement in refinery operating
margins caused by increases in average domestic refinery utilization
rates. The existence of surplus crude oil production capacity
and the willingness to adjust production levels are the two principal
requirements for stable crude oil markets. Without excess capacity,
supply disruptions in some countries cannot be compensated for
by others. Surplus capacity in Saudi Arabia and a few other countries
and the utilization of that capacity prevented during the Persian
Gulf crisis, and continue to prevent, severe market disruption.
Although unused capacity contributed to market stability in 1990
and 1991, it ordinarily creates pressure to overproduce and contributes
to market uncertainty. The likely restoration of a large portion
of Kuwait and Iraq's production and export capacity over the next
few years could lead to such a development in the absence of substantial
growth in world oil demand. Formerly, OPEC members attempted to
exercise control over production levels in each country through
a system of mandatory production quotas. Because of the crisis
in the Middle East, the mandatory system has since been replaced
with a voluntary system. Production under the new system has had
to be curtailed on at least one occasion as a result of weak prices,
even in the absence of supplies from Kuwait and Iraq. The pressure
to deviate from mandatory quotas, if they are reimposed, is likely
to be substantial and could lead to a weakening of prices. In
the longer term, additional capacity and production will be required
to accommodate the expected large increases in world oil demand
and to compensate for expected sharp drops in U.S. crude oil production
and exports from the Soviet Union. Only a few OPEC countries,
particularly Saudi Arabia, have the petroleum reserves that will
allow the required increase in production capacity to be attained.
Given the large-scale financing that is required, the prospect
that such expansion will occur soon enough to meet the increased
demand is uncertain.
Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued
and unpredictable supply disruptions. Increasing sensitivity to
environmental concerns will also pose serious challenges to the
industry over the coming decade. Refiners are likely to be required
to make heavy capital investments and make major production adjustments
in order to comply with increasingly stringent environmental legislation,
such as the 1990 amendments to the Clean Air Act. If the cost
of these changes is substantial enough to cut deeply into profits,
smaller refiners may be forced out of the industry entirely. Moreover,
lower consumer demand due to increases in energy efficiency and
conservation, due to gasoline reformulations that call for less
crude oil, due to warmer winters or due to a general slowdown
in economic growth in this country and abroad, could negatively
affect the price of oil and the profitability of oil companies.
No assurance can be given that the demand for or prices of oil
will increase or that any increases will not be marked by great
volatility. Some oil companies may incur large cleanup and litigation
costs relating to oil spills and other environmental damage. Oil
production and refining operations are subject to extensive federal,
state and local environmental laws and regulations governing air
emissions and the disposal of hazardous materials. Increasingly
stringent environmental laws and regulations are expected to require
companies with oil production and refining operations to devote
significant financial and managerial resources to pollution control.
General problems of the oil and petroleum products industry include
the ability of a few influential producers significantly to affect
production, the concomitant volatility of crude
Page 16
oil prices and increasing public and governmental concern over
air emissions, waste product disposal, fuel quality and the environmental
effects of fossil-fuel use in general.
In addition, any future scientific advances concerning new sources
of energy and fuels or legislative changes relating to the energy
industry or the environment could have a negative impact on the
petroleum products industry. While legislation has been enacted
to deregulate certain aspects of the oil industry, no assurances
can be given that new or additional regulations will not be adopted.
Each of the problems referred to could adversely affect the financial
stability of the issuers of any petroleum industry stocks in the
Trust.
Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deductions. Enactment
into law of a proposal to reduce the rate would adversely affect
the after-tax return to investors who can take advantage of the
deduction. Unit holders are urged to consult their own tax advisers.
Further, at any time after the Initial Date of Deposit, legislation
may be enacted, with respect to the Equity Securities in the Trust
or the issuers of the Equity Securities. Changing approaches to
regulation, particularly with respect to the environment or with
respect to the petroleum industry, may have a negative impact
on certain companies represented in the Trust. There can be no
assurance that future legislation, regulation or deregulation
will not have a material adverse effect on the Trust or will not
impair the ability of the issuers of the Equity Securities to
achieve their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, 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 2.95% (equivalent to 3.039% of the
net amount invested) divided by the amount of Units of the Trust
outstanding.
During the initial offering period, 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 2.95% of
the Public Offering Price (equivalent to 3.039% of the net amount
invested) prior to the first Income Distribution Record Date,
and 1.95% (equivalent to 1.989% of the net amount invested) on
or after the first Income Distribution Record Date.
The minimum purchase of the Trust is $1,000. The applicable sales
charge for primary market sales is reduced by a discount as indicated
below for volume purchases:
<TABLE>
<CAPTION>
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ _________ __________
<S> <C> <C>
50,000 to 99,999 0.10% 0.1001%
100,000 or more 0.25% 0.2506%
</TABLE>
Any such reduced sales charge shall be the responsibility of the
selling dealer. The reduced sales charge structure will apply
on all purchases of Units in the Trust by the same person on any
one day from any one dealer. Additionally, Units purchased in
the name of the spouse of a purchaser or in the name of a child
of such purchaser under 21 years of age will be deemed, for 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 dealer of any such combined purchase prior to
the sale in order to obtain the indicated discount. Unit holders
of Target Equity Trust, Value Ten Series 2 are entitled to purchase
Units of the Trust subject to a sales charge of 1.95% of the Public
Offering Price by notifying the Trustee of their election to become
Rollover Unit holders. In addition, with respect to the employees,
officers and directors (including
Page 17
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, the
sales charge is reduced by 1.0% of the Public Offering Price for
purchases of Units during the primary and secondary public offering
periods.
Had the Units of the Trust been available for sale on the business
day prior to the Initial Date of Deposit, the Public Offering
Price 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 Equity Securities.
During the initial offering period, the aggregate value of the
Units of the Trust shall be determined on the basis of the aggregate
underlying value of the Equity Securities therein plus or minus
cash, if any, in the Income and Capital Accounts of the Trust.
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 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 prices 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 aggregate underlying
value of the Equity Securities therein, plus or minus cash, if
any, in the Income and Capital Accounts of the Trust plus the
applicable sales charge.
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 Equity Securities are deposited by the
Sponsor, Units will be distributed to the public at the then current
Public Offering Price. During such period, the Sponsor may deposit
additional Equity Securities in the Trust and create additional
Units. Units reacquired by the Sponsor during the initial offering
period (at prices based upon the aggregate underlying value of
the Equity Securities in the Trust plus or minus a pro rata share
of cash, if any in the Income and Capital Accounts of the 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 Trust
for sale in a number of states. Sales will be made to dealers
and others at prices which represent a concession or agency commission
of 1.85% of the Public Offering Price for primary market sales.
Volume concessions or agency commissions of an additional 0.15%
of the Public Offering Price will be given to any broker/dealer
or bank, who purchase from the Sponsor at least $100,000 on the
Initial Date of Deposit or $250,000 on any day thereafter. For
secondary market transactions prior to the first Income Distribution
Record Date, a dealer will receive from the Sponsor a dealer
Page 18
concession of 1.85% of the Public Offering Price. For secondary
market transactions on or after the first Income Distribution
Record Date, a dealer will receive from the Sponsor a dealer concession
of 1.0% of the Public Offering Price. Dealers and others will
receive a concession or agency commission of 1.0% of the Public
Offering Price on purchases by Rollover Unit holders. However,
resales of Units of the Trust 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 Trust 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 fourth 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 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.
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 Monthly Amount Additional Concession
of UIT Units Sold (per $1,000 sold)
________________________ _____________________
<S> <C>
$1,000,000 - $2,499,999 $0.50
$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
dealers of a Trust 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 a dealer may be eligible to win other
nominal awards for certain sales efforts, or under which the Sponsor
will reallow to any such 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 dealers for certain services
or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out
of its own assets, and not out of the assets of a Trust. These
programs will not change the price Unit holders pay for their
Units or the amount that the Trust 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 a Trust
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as the common stocks comprising the Dow Jones Industrial
Average, 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 Trust. 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
Page 19
money market funds provide stability of principal, but pay interest
at rates that vary with the condition of the short-term debt market.
The investment characteristics of each Trust are described more
fully elsewhere in this Prospectus.
Trust performance may be compared to performance on a total return
basis of the Dow Jones Industrial Average, the S&P 500 Composite
Price Stock Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money Magazine, The New York Times, U.S. News and World
Report, Business Week, Forbes Magazine or Fortune Magazine. As
with other performance data, performance comparisons should not
be considered representative of the Trust's relative performance
for any future period.
What are the Sponsor's Profits?
The Sponsor of the Trust will receive a gross sales commission
equal to a maximum of 2.95% of the Public Offering Price of the
Units (equivalent to 3.039% 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?"
In addition, the Sponsor 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 Equity Securities
to the Trust (which is based on the Evaluator's determination
of the aggregate offering price of the underlying Equity Securities
of such Trust on the Initial Date of Deposit as well as on subsequent
deposits) and the cost of such Equity Securities to the Sponsor.
See Note (2) of "Schedule of Investments." During the initial
offering period, the dealers and others also may realize profits
or sustain losses as a result of fluctuations after the Date of
Deposit in the Public Offering Price received by such dealers
and others 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 maximum sales charge
of 2.95% prior to the first Income Distribution Record Date, and
1.95% on or after the first Income Distribution Record Date) or
redeemed. The secondary market public offering price of Units
may be greater or less than the cost of such Units to the Sponsor.
The Sponsor may also realize profits or sustain losses in connection
with the creation of additional Units for the Distribution Reinvestment
Option.
Will There be a Secondary Market?
After the initial offering period, although it is not obligated
to do so, the Sponsor intends to maintain a market for the Units
and continuously offer to purchase Units at prices, subject to
change at any time, based upon 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. 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 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 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
Page 20
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.
Only Unit holders who elect to hold Units in uncertificated form
are eligible to participate as a Rollover Unit holder. 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 received with respect
to any of the securities in the Trust on or about the Income Distribution
Dates to Unit holders of record on the preceding Income Record
Date. See "Summary of Essential Information." Persons who purchase
Units will commence receiving distributions only after such person
becomes a Record Owner. Notification to the Trustee of the transfer
of Units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.
Proceeds received on the sale of any Equity Securities in the
Trust, to the extent not used to meet redemptions of Units or
pay expenses, will, however, be distributed on the last day of
each month to Unit holders of record on the fifteenth day of such
month if the amount available for distribution equals at least
$0.01 per Unit. 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,
if any, will be made as part of the final liquidation distribution,
and in certain circumstances, earlier. 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 the 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 Trust is terminated, each Unit
holder who is not a Rollover Unit holder 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 and
(ii) a pro rata share of any other assets of the Trust, less expenses
of the Trust. Not less than 30 days prior to the Mandatory Termination
Date of the Trust the Trustee will provide written notice thereof
to all Unit holders and will
Page 21
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 the 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 of the Trust. 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 the 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 the Trust.
The Trustee may establish reserves (the "Reserve Account") within
the Trust for state and local taxes, if any, and any governmental
charges payable out of the Trust.
Distribution Reinvestment Option. Any Unit holder may elect to
have each distribution of income or capital on his Units, other
than the final liquidating distribution in connection with the
termination of the Trust, automatically reinvested in additional
Units of the Trust. Each person who purchases Units of the Trust
may elect to become a participant in the Distribution Reinvestment
Option by notifying the Trustee of their election. The Distribution
Reinvestment Option may not be available in all states. In order
to enable a Unit holder to participate in the Distribution Reinvestment
Option with respect to a particular distribution on his Units,
the card must be received by the Trustee within 10 days prior
to the Record Date for such distribution. Each subsequent distribution
of income or capital on the participant's Units will be automatically
applied by the Trustee to purchase additional Units of the Trust
without a sales charge. IT SHOULD BE REMEMBERED THAT EVEN IF
DISTRIBUTIONS ARE REINVESTED, THEY ARE STILL TREATED AS DISTRIBUTIONS
FOR INCOME TAX PURPOSES.
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 Unit. 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 the Trust the following information
in reasonable detail: (1) a summary of transactions in the Trust
for such year; (2) any Equity Securities sold during the year
and the Equity Securities held at the end of such year by the
Trust; (3) the redemption price per Unit 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 Trust 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 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.
Page 22
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 the Trust to the extent that funds
are available for such purpose. All other amounts paid on redemption
shall be withdrawn from the Capital Account of the Trust.
The Trustee is empowered to sell Equity Securities of the Trust
in order to make funds available for redemption. To the extent
that Equity Securities are sold, the size and diversity of the
Trust will be reduced. Such sales may be required at a time when
Equity Securities would not otherwise be sold and might result
in lower prices than might otherwise be realized.
The Redemption Price per Unit and the Public Offering Price per
Unit (which includes the sales charge) during the initial offering
period (as well as the secondary market Public Offering Price)
will be determined on the basis of 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. The Redemption
Price per Unit 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 Equity Securities
not applied to the purchase of such Equity Securities; (2) the
aggregate value of the Equity Securities (including "when issued"
contracts, if any) held in the Trust, as determined by the Evaluator
on the basis of the aggregate underlying value of the Equity Securities
in the 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) any
amounts owing to the Trustee for its advances; (3) an amount representing
estimated accrued expenses of the Trust, including but not limited
to fees and expenses of the Trustee (including legal fees), the
Evaluator and supervisory fees, if any; (4) cash held for distribution
to Unit holders of record of the Trust as of the business day
prior to the evaluation being made; and (5) 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
Page 23
market therefore is other than on the exchange, the evaluation
shall generally be based on the current bid prices 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.
Special Redemption, Liquidation and Investment in the New Trust
It is expected that a special redemption and liquidation will
be made of all Units of the Trust held by any Unit holder (a "Rollover
Unit holder") who affirmatively notifies the Trustee in writing
that he so desires by the Rollover Notification Date specified
in the "Summary of Essential Information."
All Units of Rollover Unit holders will be redeemed In-Kind on
the first day of the Special Redemption and Liquidation Period
and the underlying Equity Securities will be distributed to the
Distribution Agent on behalf of the Rollover Unit holders. During
the Special Redemption and Liquidation Period (as set forth in
"Summary of Essential Information"), the Distribution Agent will
be required to sell all of the underlying Equity Securities on
behalf of Rollover Unit holders. The sales proceeds will be net
of brokerage fees, governmental charges or any expenses involved
in the sales.
The Distribution Agent will engage the Sponsor as its agent to
sell the distributed Equity Securities. The Sponsor will attempt
to sell the Equity Securities as quickly as is practicable during
the Special Redemption and Liquidation Period. The Sponsor does
not anticipate that the period will be longer than 10 business
days, and it could be as short as one day, given that the Equity
Securities are usually highly liquid. The liquidity of any Equity
Security depends on the daily trading volume of the Equity Security
and the amount that the Sponsor has available for sale on any
particular day.
It is expected (but not required) that the Sponsor will generally
follow the following guidelines in selling the Equity Securities:
for highly liquid Equity Securities, the Sponsor will generally
sell Equity Securities on the first day of the Special Redemption
and Liquidation Period; for less liquid Equity Securities, on
each of the first two days of the Special Redemption and Liquidation
Period, the Sponsor will generally sell any amount of any underlying
Equity Securities at a price no less than 1/2 of one point under
the closing sale price of those Equity Securities on the preceding
day. Thereafter, the Sponsor intends to sell without any price
restrictions at least a portion of the remaining underlying Equity
Securities, the numerator of which is one and the denominator
of which is the total number of days remaining (including that
day) in the Special Redemption and Liquidation Period.
The Rollover Unit holders' proceeds will be invested in the 1995
Trust, if then registered in such state and being offered, the
portfolio of which will contain the ten highest yielding stocks
in the Dow Jones Industrial Average as of the day prior to the
Date of Deposit of the 1995 Trust. The proceeds of redemption
available on each day will be used to buy 1995 Trust Units as
the proceeds become available.
The Sponsor intends to create 1995 Trust Units as quickly as possible,
dependent upon the availability and reasonably favorable prices
of the Equity Securities included in the1995 Trust portfolio,
and it is intended that Rollover Unit holders will be given first
priority to purchase the 1995 Trust Units. There can be no assurance,
however, as to the exact timing of the creation of the 1995 Trust
Units or the aggregate number of 1995 Trust Units which the Sponsor
will create. The Sponsor may, in its sole discretion, stop creating
new Units (whether permanently or temporarily) at any time it
chooses, regardless of whether all proceeds of the Special Redemption
and Liquidation have been invested on behalf of Rollover Unit
holders. Cash which
Page 24
has not been invested on behalf of the Rollover Unit holders in
1995 Trust Units will be distributed at the end of the Special
Redemption and Liquidation Period. However, since the Sponsor
can create Units, the Sponsor anticipates that sufficient Units
can be created, although moneys in the 1995 Trust may not be fully
invested on the next business day.
Any Rollover Unit holder may thus be redeemed out of the Trust
and become a holder of an entirely different Trust, the 1995 Trust,
with a different portfolio of Equity Securities. The Rollover
Unit holders' Units will be redeemed In-Kind and the distributed
Equity Securities shall be sold during the Special Redemption
and Liquidation Period. In accordance with the Rollover Unit holders'
offer to purchase the 1995 Trust Units, the proceeds of the sales
(and any other cash distributed upon redemption) will be invested
in the 1995 Trust, at the public offering price, including the
applicable sales charge per Unit (which for Rollover Unit holders
is currently expected to be 1.95% of the Public Offering Price
of the 1995 Trust Units).
This process of redemption, liquidation, and investment in a new
Trust is intended to allow for the fact that the portfolios selected
by the Sponsor are chosen on the basis of growth and income potential
only for a year, at which point a new portfolio is chosen. It
is contemplated that a similar process of redemption, liquidation
and investment in a new trust will be available for the 1995 Trust
and each subsequent series of the Trust, approximately a year
after that Series' creation.
The Sponsor believes that the gradual redemption, liquidation
and investment in the Target Equity Trust, Value Ten Series will
help mitigate any negative market price consequences stemming
from the trading of large volumes of securities and of the underlying
Equity Securities in Target Equity Trust, Value Ten Series in
a short, publicized period of time. The above procedures may,
however, be insufficient or unsuccessful in avoiding such price
consequences. In fact, market price trends may make it advantageous
to sell or buy more quickly or more slowly than permitted by these
procedures. Rollover Unit holders could then receive a less favorable
average Unit price than if they bought all their Units of the
Target Equity Trust, Value Ten Series on any given day of the
period.
It should also be noted that Rollover Unit holders may realize
taxable capital gains on the Special Redemption and Liquidation
but, in certain unlikely circumstances, will not be entitled to
a deduction for certain capital losses and, due to the procedures
for investing in the 1995 Trust, no cash would be distributed
at that time to pay any taxes. Included in the cash for the Special
Redemption and Liquidation will be an amount of cash attributable
to the second semi-annual distribution of dividend income; accordingly,
Rollover Unit holders also will not have cash distributed to pay
any taxes. See "What is the Federal Tax Status of Unit holders?"
In addition, during this period a Unit holder will be at risk
to the extent that Equity Securities are not sold and will not
have the benefit of any stock appreciation to the extent that
moneys have not been invested; for this reason, the Sponsor will
be inclined to sell and purchase the Equity Securities in as short
a period as they can without materially adversely affecting the
price of the Equity Securities.
Unit holders who do not inform the Distribution Agent that they
wish to have their Units so redeemed and liquidated ("Remaining
Unit holders") will continue to hold Units of the Trust as described
in this Prospectus until the Trust is terminated or until the
Mandatory Termination Date listed in the Summary of Essential
Information, whichever occurs first. These Remaining Unit holders
will not realize capital gains or losses due to the Special Redemption
and Liquidation, and will not be charged any additional sales
charge. If a large percentage of Unit holders become Rollover
Unit holders, the aggregate size of the Trust will be sharply
reduced. As a consequence, expenses, if any, in excess of the
amount to be borne by the Trustee would constitute a higher percentage
amount per Unit than prior to the Special Redemption, Liquidation
and Investment in the 1995 Trust. The Trust might also reduce
to the Discretionary Liquidation Amount listed in the Summary
of Essential Information because of the lesser number of Units
in the Trust, and possibly also due to a value reduction, however
temporary, in Units caused by the Sponsor's sales of Equity Securities;
if so, the Sponsor could then choose to liquidate the Trust without
the consent of the remaining Unit holders. See "How May the Indenture
be Amended or Terminated?" The Equity Securities remaining in
the Trust after the Special Redemption and Liquidation Period
will be sold by the Sponsor as quickly as possible without, in
its judgment, materially adversely affecting the market price
of the Equity Securities.
Page 25
The Sponsor may for any reason, in its sole discretion, decide
not to sponsor the 1995 Trust or any subsequent series of the
Trust, without penalty or incurring liability to any Unit holder.
If the Sponsor so decides, the Sponsor shall notify the Unit holders
before the Special Redemption and Liquidation Period would have
commenced. All Unit holders will then be remaining Unit holders,
with rights to ordinary redemption as before. See "How May Units
be Redeemed?" The Sponsor may modify the terms of the 1995 Trust
or any subsequent series of the Trust. The Sponsor may also modify
the terms of the Special Redemption, Liquidation and Investment
in the 1995 Trust upon notice to the Unit holders prior to the
Rollover Notification Date specified in the Summary of Essential
Information.
INVESTORS SHOULD BE AWARE THAT THE STAFF OF THE DIVISION OF INVESTMENT
MANAGEMENT OF THE SECURITIES AND EXCHANGE COMMISSION IS OF THE
VIEW THAT THE ROLLOVER OPTION DESCRIBED IN THIS PROSPECTUS CONSTITUTES
AN "EXCHANGE OFFER" FOR THE PURPOSES OF SECTION 11(C) OF THE INVESTMENT
COMPANY ACT OF 1940, AND WOULD THEREFORE BE PROHIBITED ABSENT
AN EXEMPTIVE ORDER. THE SPONSOR HAS APPLIED FOR AN EXEMPTIVE ORDER
UNDER SECTION 11(C) WHICH WOULD PERMIT IT TO OFFER THE ROLLOVER
OPTION, BUT NO ASSURANCE CAN BE GIVEN THAT THE SEC WILL ISSUE
SUCH AN ORDER.
Also, because of the Special Redemption and Liquidation in the
1995 Trust, there is a possibility that the Trust may be reduced
below the Discretionary Liquidation Amount and that the Trust
could therefore be terminated at that time before the Mandatory
Termination Date of the Trust.
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.
How May Equity Securities be Removed from the Trust?
The Portfolio of the 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 the Trust. Except as stated under "Portfolio - What are Some
Additional Considerations for Investors?" for Failed Obligations,
the acquisition by the Trust of any securities or other property
other than the Equity 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 Equity Securities by the Trustee are credited
to the Capital Account of the Trust for distribution to Unit holders
or to meet redemptions.
Page 26
The Trustee may also sell Equity Securities designated by the
Sponsor, or if not so directed, in its own discretion, for the
purpose of redeeming Units of the Trust tendered for redemption
and the payment of 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 the 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, Templeton Foreign Fund & U.S. Treasury Securities Trust
and The Advantage Growth and Treasury Securities Trust. First
Trust introduced the first insured unit investment trust in 1974
and to date more than $8.0 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 December 31, 1993, the total partners' capital of Nike Securities
L.P. was $12,743,032 (audited). (This paragraph relates only to
the Sponsor and not to the Trust or to any series thereof or to
any other Underwriter. The information is included herein only
for the purpose of informing investors as to the financial responsibility
of the Sponsor 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 Trust 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 Equity 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
Page 27
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 Equity 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 Equity 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 Trust 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 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 provides that the Trust shall terminate upon the
Mandatory Termination Date indicated herein under "Summary of
Essential Information." The Trust may be liquidated at any time
by consent of 100% of the Unit holders of the Trust or by the
Trustee when the value of the Equity Securities owned by the Trust
as shown by any evaluation, is less than the lower of $2,000,000
or 20% of the total value of Equity Securities deposited in such
Trust during the primary offering period, or in the event that
Units of the 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 the 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
Page 28
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?" Also, because of the Special
Redemption and Liquidation in New Trust, there is a possibility
that the Trust may be reduced below the Discretionary Liquidation
Amount and that the Trust could therefore be terminated at that
time before the Mandatory Termination Date of the Fund.
Commencing on the Mandatory Termination Date, Equity Securities
will begin to be sold in connection with the termination of the
Trust. The Sponsor will determine the manner, timing and execution
of the sale of the Equity Securities. Written notice of any termination
of the 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 of the
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 the 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. 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 of the Trust.
Unit holders not electing a distribution of shares of Equity Securities
and who do not elect the Rollover Option will receive a cash distribution
from the sale of the remaining Equity Securities within a reasonable
time after the Trust is terminated. Regardless of the distribution
involved, the Trustee will deduct from the funds of the 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 Equity Securities in the 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 Trust.
Experts
The statement of net assets, including the schedule of investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and is included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
Page 29
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 103
We have audited the accompanying statement of net assets, including
the schedule of investments, of The First Trust Special Situations
Trust, Series 103, comprised of Target Equity Trust, Value Ten
Series 5, as of the opening of business on
, 1994. This statement of net assets is the responsibility of
the Trust's Sponsor. Our responsibility is to express an opinion
on this statement of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust 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 statement of net assets. We believe that our audit of the
statement of net assets provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of The First Trust Special Situations Trust, Series 103, comprised
of Target Equity Trust, Value Ten Series 5, at the opening
of business on , 1994 in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
, 1994
Page 30
Statement of Net Assets
Target Equity Trust, Value Ten Series 5
The First Trust Special Situations Trust, Series 103
At the Opening of Business on the Initial Date of Deposit
, 1994
<TABLE>
<CAPTION>
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>
NOTES TO STATEMENT OF NET ASSETS
[FN]
(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" is based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $ issued
by Bankers Trust Company has been deposited with the Trustee covering
the monies necessary for the purchase of the Equity Securities
pursuant to purchase contracts for such Equity Securities.
(3) The aggregate cost to investors includes a sales charge computed
at the rate of 2.95% of the Public Offering Price (equivalent
to 3.039% of the net amount invested), assuming no reduction of
sales charge for Rollover Unit holders or quantity purchases.
Page 31
Schedule of Investments
Target Equity Trust, Value Ten Series 5
The First Trust Special Situations Trust, Series 103
At the Opening of Business on the Initial Date of Deposit
, 1994
<TABLE>
<CAPTION>
Market Cost of
Number Percentage Value Equity Current
of Ticker Symbol and of Aggregate per Securities Dividend
Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2) Yield (3)
______ _______________________________________ ______________ ______ _____________ _________
<C> <S> <C> <C> <C> <C>
% $ $ %
% %
% %
% %
% %
%
%
% %
% %
% %
% %
_______ _______
Total Investments 100% $
======= =======
</TABLE>
[FN]
(1) All Equity Securities are represented by regular way contracts
to purchase such Equity Securities for the performance of which
an irrevocable letter of credit has been deposited with the Trustee.
The purchase contracts for the Equity Securities were entered
into by the Sponsor on , 1994.
(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 the
Equity Securities on , 1994). 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
Equity Securities sold to the Trust were $ and $
, respectively.
(3) Current Dividend Yield for each Equity Security, except as
described in (4) below, was calculated by annualizing the last
quarterly or semi-annual ordinary dividend received on that Equity
Security and dividing the result by that Equity Security's closing
sale price on , 1994.
Page 32
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Page 33
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Page 34
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Page 35
<TABLE>
<CAPTION>
CONTENTS:
<S> <C>
Summary of Essential Information 4
Target Equity Trust, Value Ten Series 5
The First Trust Special Situations Trust, Series 103
What is The First Trust Special Situations Trust? 5
What are the Expenses and Charges? 6
What is the Federal Tax Status of Unit Holders? 6
Why are Investments in the Trust Suitable
for Retirement Plans? 9
Portfolio:
What are Equity Securities? 10
The Dow Jones Industrial Average, Historical
Perspective 10
The Dow Jones Industrial Average 11
What are the Equity Securities Selected for
Target Equity Trust, Value Ten Series 5? 11
What are Some Additional Considerations
for Investors? 13
Risk Factors 14
Public Offering:
How is the Public Offering Price Determined? 17
How are Units Distributed? 18
What are the Sponsor's Profits? 20
Will There be a Secondary Market? 20
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 20
How are Income and Capital Distributed? 21
What Reports will Unit Holders Receive? 22
How May Units be Redeemed? 22
Special Redemption, Liquidation and
Investment in the New Trust 24
How May Units be Purchased by the Sponsor? 26
How May Equity Securities be Removed
from the Trust? 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 28
Who is the Evaluator? 28
Other Information:
How May the Indenture be Amended
or Terminated? 28
Legal Opinions 29
Experts 29
Report of Independent Auditors 30
Statement of Net Assets 31
Schedule of Investments 32
</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.
FIRST TRUST
registered trademark
Target Equity Trust,
Value Ten Series 5
First Trust registered trademark
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-708-241-4141
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 36
-APPENDIX-
The graph which appears on page 15 of the prospectus represents
a comparison between a $10,000 investment made on January 1, 1974
in those stocks which comprise the Dow Jones Industrial Average
and an identical investment in the 10 common stocks in the Dow
Jones Industrial Average having the highest dividend yield as
of December 31 of each respective year. The chart indicates that
$10,000 invested on January 1, 1974 in the stocks which comprise
the Dow Jones Industrial Average would presently be worth $106,495
as opposed to $252,889 had the $10,000 been invested in the 10
common stocks in the Dow Jones Industrial Average having the highest
dividend yield as of December 31 of each respective year. Both
figures assume that dividends received during each year will be
reinvested at year end and sales charges, commissions, expenses
and taxes were not considered in determining total returns.
Page 37
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity
Bond, in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
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
103 has duly caused this Amendment No. 1 to Form S-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Village of Lisle and State of Illinois on August 18, 1994.
THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 103
(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 Amendment No. 1 to Form S-6 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 August 18, 1994
Corporation, the
General Partner of Carlos E. Nardo
Nike Securities L.P. 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 INDEPENDENT AUDITORS
The consent of Ernst & Young to the use of its Report 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
will be filed by amendment.
S-3
EXHIBIT INDEX
1.1 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 103 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 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).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
S-4
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).
S-5
________________________
* To be filed by amendment.
